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Home My WebLink About10-14 • Resolution No. 10-14 RESOLUTION AUTHORIZING EXECUTION OF A SERVICE AGREE TENT FOR PACE ROUTE 554 WITH THE SUBURBAN BUS DIVISION OF THE REGIONAL TRANSPORTATION AUTHORITY (PACE) BE IT RESOLVED BY THE CITY COUNCIL OF TH CITY OF ELGIN, ILLINOIS,that Ed Schock,Mayor,be and is hereby authorized and directed to e .ecute a Service Agreement for Pace Route 554 on behalf of the City of Elgin with the Suburban Bus Division of the Regional Transportation Authority (Pace), a copy of which is attached hereto and made a part hereof by reference. s/ Ed chock Ed Sc ock, Mayor Presented: January 13, 2010 Adopted: January 13, 2010 Omnibus Vote: Yeas: 7 Nays: 0 Attest: s/ Diane Robertson Diane Robertson, City Clerk SERVICE AGREEMENT ROUTE 554 2010 This Agreement made this 13th day of January , r$_4=3=.etween the Suburban Bus Division of the Regional Transportation Authority, (hereinafter referred to as "'ace") and Municipal Participants (hereinafter referred to as Participants). WHEREAS, Pace was established under the Regional Transportation Authority Act (70 ILCS 3615) for the purpose of aiding and assisting public transportation in the six I ounty Northeastern Illinois area; and WHEREAS Participants have requested and Pace has agreed to ops rate a bus route commonly known as "Route 554", which route is identified in Exhibit A, attached hereto and made a part hereof, and have executed an intergovernmental agreement among the Participants ( illage of Hoffman Estates, Village of Schaumburg, Village of Streamwood, Village of Hanover Park an. the City of Elgin) providing, in part for the payment of service; NOW, THEREFORE, in consideration of the mutual promises con ained herein, the sufficiency of which is hereby mutually acknowledged, the parties hereby agree as follo s: 1) Description of Service - Pace will operate Route 554 pursuant to the route schedule attached hereto as Exhibit A. 2) Payment—Participants as individual Municipalities agree to pay Pace an amount not to exceed $23,104.27 per municipality for the year 2010 (50 percent of net c.st divided by 5) for the provision of service billed monthly to each Municipality at an amount not to ex eed $1925.35. Pace will be responsible for and absorb the remainder of operating costs. Esti ated funding calculation is attached as Exhibit B. Pace reserves the right to increase the annual rate for s bsequent terms based upon documented increases in the cost of service with a ninety (90) day otice to the individual Municipality. Payment shall be made to Pace by the 10th day of each month for hich service is to be provided. Payment is to be mailed to: Pace Suburban Bus Service 550 W. Algonquin Road Arlington Heights, IL 60005 Attn: Accounting Department 3)Term - This Agreement is effective from January 1, 2010 thro gh December 31, 2010. Either party may sooner terminate this Agreement with 60 days written notice. 4) Service Provision - Pace shall not be responsible for any failure to provide the Service due to circumstances beyond the control of Pace. However, Pace shall mo ke every reasonable effort to restore Service as soon as practical under the circumstances. Pace shall h„ve the right to make minor revisions to the Service during the term of this Agreement upon written notification to and concurrence by Participants. Such concurrence not to be unreasonably withheld. 1 5)Termination of Service—Pace or a Municipal Participant may t:rminate this Agreement with sixty (60) days advance written notification to Pace and all other Municipal 'articipants. In the event a Municipal Participant elects to terminate said service, the service shall terminate with proper notification; however the remaining Municipal Participants shall have fourteen (14) days from receipt of notice of termination to enter into a new agreement with Pace to continue the service. SI ould either Pace or the Municipality Participants elect to cancel this service, billing shall be prorated an. payment shall be only for the service that was provided prior to the termination of service. 6) Complete Agreement—This Agreement constitutes the entire A reement between the parties hereto, and supersedes any and all previous Agreements between the partii s. Any proposed change in this Agreement shall be submitted to Pace for its prior approval. No modification, addition, or deletion to this Agreement shall be effective unless and until such changes are red ced to writing and executed by the authorized officers of each party. Each Municipal Participant shal receive a copy of the contract signed by each of the other Municipal Participant. This Agreement may .e executed in two or more counterparts, each of which when executed and delivered shall be II eemed original and all of which counterparts of this Agreement, taken together will be deemed to b- but one and the same. 7)Notice—All notices due to the other party and Municipal Partic.ants shall be delivered to the address indicated below: Pace Village of Sc aumburg 550 West Algonquin Road 101 Schaumb i rg Court Arlington Heights, IL 60005 Schaumburg, L 60193-2302 Attn: Executive Director Attn: Village Manager Village of Hoffman Estates City of Elgin 1900 Hassell Road 150 Dexter Court Hoffman Estates, IL 60195-2302 Elgin, IL 601'0-5555 Attn: Village President Attn: ity Manager Village of Streamwood Village of Hai over Park 301 East Irving Park Rd. 2121 West La e Street Streamwood, IL 60107 Hanover Park IL 60133 Attn: Sharon Caddigan Attn: Village anager 8) Independent Relationship- Pace is an independent contractor a d not an employee, agent,joint venturer, or partner of Participants, and nothing in this Agreement shall be construed as creating any other relationship between Pace and the Participants, or between any e .loyee or agent of Pace and Participants. Pace employees shall at all times remain employees .f Pace, which shall be solely responsible for all aspects of their employment, including, without limitation, compensation, benefits, payment or withholding of taxes, Social Security, Medicare, unem.loyment or other insurance, and workers compensation. This agreement shall not be construed so s to create a joint venture, partnership, employment or other agency relationship between Participants an. Pace. 9) Severability- The provisions of this Agreement shall be severaole. The unenforceability or invalidity 2 of any one or more provisions, clauses or sentences hereof shall no render any other provision, clause or sentence herein contained unenforceable or invalid. The portion o the Agreement which is not invalid or unenforceable shall be considered enforceable and binding on the parties and the invalid or unenforceable provision(s), clause(s) or sentence(s) shall be deemed excised, moo ified or restricted to the extent necessary to render the same valid and enforceable, and this Agree ent shall be construed as if such invalid or unenforceable provision(s), clause(s) or sentence(s)wer: omitted. The provisions of this paragraph shall survive the termination of this Agreement for any r-ason. 10) Binding Agreement- This Agreement supersedes any and all p for agreements between the parties, whether written or oral, and shall be binding upon the parties. 11) Authority - Pace and the Participants represent and warrant tha their representatives whose signatures appear below have the power and authority to enter into this Agree ent and to obligate Pace and Municipal Participants to the terms of this Agreement. 12) Governing Law - This Agreement shall be construed in accord,nce with the laws of the State of Illinois. 13) Insurance—Pace shall arrange for Participants as individual unicipalities to be named as an additional insured under Pace's auto liability policies of insurance ith respect to claims asserted against Participants arising from Pace's negligent acts or omissions in pro iding the services described in this Agreement. Pace shall provide copies of Certificates of Insurance o Partners designating the individual Municipalities as an additional insured. 14. Defend, Indemnify and Hold Harmless—Pace agrees to defend, indemnify and hold harmless Participants for all claims, damages, losses and costs of property d.mage, personal injury or death, including attorney's fees, to the extent caused by the negligent act or omission by Pace in providing transportation services under this Agreement within the scope of P:ce's Self-Insured Retention and up to the liability limits of such excess insurance that Pace may purchas o. This indemnification and hold harmless does not extend to any negligent or intentional acts or o issions of Participants as individual Municipalities. 15. As a condition precedent to the insurance and indemnity provided in Paragraphs 13 and 14 above, Municipal Participants shall provide immediate written notice to Pace of all claims and lawsuits. With respect to any lawsuit that is within the scope of coverage and/or i demnity afforded by paragraph 13 and 14, Pace shall have the right and duty to defend the Participants, i cluding the right to select defense counsel and control the defense of such lawsuit. In the event of an6 conflict of interest that would prevent Pace from controlling such defense or that would require Pace to a low the Participants to select independent defense counsel, Pace will reimburse the reasonable a torneys fees and expenses incurred in such defense by the Participants, provided however that the hourly rates of such counsel shall not exceed the hourly rates ordinarily paid by Pace to its outside counsel for d-fense of similar types of lawsuits. 3 IN WITNESS WHEREOF, the parties hereto have caused this Agr:ement to be made effective as of the date set forth above and executed by their duly authorized officials. Pace Municipal Pa ticipant B B y: y: _ Thomas J. Ross '1 Ed S ock Executive Director Mayo Pace Suburban Bus Service Title Date: \ z(' `� 4