10-14 •
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.
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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
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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.
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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(' `�
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