EMPLOYER AGREEMENT. Pace Vanpool Incentive Program - (VIP) SHUTTLE SERVICE

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1 EMPLOYER AGREEMENT Pace Vanpool Incentive Program - (VIP) SHUTTLE SERVICE THIS AGREEMENT made this day of, 200 by and between Pace, the Suburban Bus Division of the RTA ("Pace"), and ( Employer ) whose address is. WHEREAS: Pace administers a Vanpool Incentive Program (VIP) Subscription Shuttle/Feeder Service (hereinafter Shuttle Service ) which provides vans to Employers in the Pace service area for their use in transporting employees between Employer work sites and public transportation centers; and WHEREAS: Employer desires to obtain the use of one or more Pace vans to provide transportation services to its employees; NOW, THEREFORE, the parties agree as follows: 1. Basic Rate Pace shall furnish the van(s) required for Employer s Shuttle Service, contingent upon available resources, at the rate of Eight Hundred-Fifty Dollars ($850) per month per van. With prior approval from Pace, Employer may charge riders/participants an administrative fee(s) to cover costs associated with the operation of the Shuttle Service. Employers that allow their monthly Shuttle Service fees to become two or more months in arrears will be charged a late fee of $25.00 per van per month until their account is brought current. 2. Security Deposit Employer shall pay to Pace a security deposit in the amount of $850 per van prior to receipt of each van. The deposit amount (without interest) shall be returned to the Employer upon return of the van to Pace provided the van is returned in the same condition as when it was delivered to Employer, ordinary wear and tear excepted. Any amounts due to Pace from the Employer may be deducted from the deposit amount. If Employer chooses to subcontract the operation of the Shuttle Service, Employer shall obtain from the Third Party Contractor and pay to Pace a $2,000 non-interest-bearing security deposit per van prior to receipt of each van. If the Employer chooses to utilize a Third Party Contractor, that party must execute this agreement and agree to its terms and conditions. 3. Mileage The basic rate allows for up to 1,600 miles per van per month or 19,200 miles per van per year. The 1,600 miles per month includes of the following: A maximum of 1,500 per van per month for work related activities. A maximum of 100 miles per van per month for van fueling, washing and maintenance. The 1,600 mileage allotment includes miles accrued from loaner vans used throughout the month when the regularly assigned van is out of service. With prior approval from Pace Vanpool Services, Employer may accumulate up to 27,000 miles per van per year (including loaner van miles) at an additional charge of $0.75 per mile over 19,200 miles per van per year. Any miles accumulated in excess of 27,000 per van per year (including loaner van miles) shall be charged to Employer at the rate of $1.50/mile. 1

2 Excess mileage charges will be based on the mileage accrued by the entire Pace assigned van fleet for Employers that utilize more than one Pace assigned van as part of the Shuttle Service. Excess mileage will be reviewed and charged on a quarterly basis. 4. Three Month Minimum Participation Employer agrees to participate in the Pace VIP Shuttle Service for a minimum three (3) month period. This three (3) month commitment applies to each Pace provided van that the Employer plans to operate in the Shuttle Service. Failure by Employer to participate for the minimum period will result in the following actions: forfeiture of any actual or assumed van deposit amount(s); Employer responsibility for unpaid balance of three (3) months van fees; and legal action by Pace to collect any balances due Pace. 5. Drivers Employer agrees that it shall only allow those individuals whom Pace has approved to drive the Pace owned van(s). Employer may select its own employees to serve as drivers or may utilize third party contractor employees to serve as drivers, provided the selected individuals meet Pace s driver selection criteria. Pace will enter into Driver Agreements with the individuals who shall operate the vans as drivers. Employer agrees to indemnify Pace against any and all financial loss resulting from a violation of the Driver Agreement or misuse of Pace property or equipment utilized in the Pace Shuttle Program. In the event of any financial loss to Pace as a result of one or more of the above mentioned reasons, Employer agrees to be responsible for the full amount of the loss including but not limited to: The cost of reasonable and necessary repairs to the Pace van, or the Actual Cash Value of the Pace van, whichever is less. Loss of use of the Pace van. Loss of revenue. All unauthorized charges on the Pace-provided credit card(s) assigned and issued to Employer. The Employer shall pay Pace a $100 driver application fee (to cover a portion of the VIP driver approval/training costs) for each driver candidate. The Employer shall pay Pace a $50 USDOT Physical and Drug test renewal fee for each approved VIP driver who is administered a USDOT Physical and Drug test by a Pace approved test facility. Employer shall ensure that Pace vans are operated only by drivers who have been trained, certified and authorized by Pace, and shall ensure that drivers follow all VIP Shuttle Operations Manual requirements including those related to safety and accident reporting. 6. Transportation Coordinator Employer must designate an individual to serve as Pace s primary contact person on all matters relating to operation of the Pace van(s) and to coordinate the Shuttle Service for the Employer. This individual is required to attend and completed the administrative component of the Pace VIP Defensive Driver Training Course. Employer will notify Pace immediately if this individual is replaced. 2

3 7. Restrictions on Use Employer shall not allow the van(s) to be used in the following manner: a. For courier service, ambulance-type service, or the transportation of goods, to pull trailers, or allow the consumption of alcoholic beverages on the van. b. Permit any driver to drive the van for personal business or use. c. Use or allow the van to be used illegally or improperly for hire. d. Remove the van from the State of Illinois, unless expressly authorized by Pace in writing. e. Alter, mark or install equipment in the van without Pace s written consent. f. Expose the van to seizure, confiscation, forfeiture or other involuntary transfer. Employer shall ensure that the van is locked at all times while parked (including overnight), in a secure, off-street location (preferably on Employer s property.) Employer shall take appropriate steps towards the security of Pace s van(s). Employer will notify Pace as to where the vans will be located/stored overnight. 8. Records and Reports Employer shall ensure that Transportation Coordinator/drivers keep accurate and timely records as set forth in the Driver Agreements and VIP Shuttle Operations Manual and as required by Pace. Employer shall collect and forward these reports to Pace on such schedule as directed by Pace. These reports include but are not limited to: monthly/daily ridership-trip logs, Monthly Shuttle Reports, accident reports, change in overnight parking location, changes in driver status (change of address, change in employment, loss of driving privileges, moving violations, etc.). Monthly VIP Shuttle Reports must be sent to Pace and postmarked no later than the 5th of each month. A late fee in the amount of $7.00 is charged for Monthly VIP Shuttle Reports postmarked after the 5th of the month. Employer understands that accurate and complete reports are necessary to meet Pace funding requirements and Employer shall cooperate fully in the accurate and timely completion of all such reports. Employer agrees to report the miles traveled in each van per month on the Monthly VIP Shuttle Report. Actual van mileage will be monitored by Pace and any discrepancies found between actual miles and reported miles will be billed to Employer at the Pace excess mileage rate in effect at that time. 9. Insurance and Indemnification Pace will provide auto liability (bodily injury and property damage) insurance and physical damage (comprehensive and collision) coverage for the van(s) utilized in the Shuttle Service. The conditions of such coverage are set forth in Pace s Shuttle Operations Manual, which is hereby incorporated by reference, and made a part of this agreement. If the Employer chooses to subcontract the operation of the Shuttle Service, Pace s self-insurance for physical damage is not available to the Third Party Contractor. The Third Party Contractor is responsible for all physical damage (comprehensive and collision) coverage for the van. In addition, the Third Party Contractor must provide auto liability insurance on an excess basis to increase the total auto liability coverage to a minimum of $5 million (the first $2 million shall be provided by Pace) Combined Single Limit. The Auto Liability coverage and Comprehensive Physical Damage Coverage shall also include the following: Uninsured and Underinsured Motorist Coverage with limits equivalent to the Automobile Liability CSL. Hired/Non-Owned Liability and Physical Damage Coverage (for the ACV of the vehicle) using covered auto symbols 8 and 9. 3

4 The Third Party Contractor must carry and keep in force insurance as provided in Exhibit A. Employer shall incorporate by reference the provisions of this Agreement and shall be responsible for enforcement of its terms. The Suburban Bus Division of the Regional Transportation Authority d/b/a Pace, and the Regional Transportation Authority and their employees shall be named as Additional Insured for liability for bodily injury property damage and personal injury caused in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) in the performance of your ongoing operations; or (b) for claims brought on behalf of your employees, agents, or subcontractor and their employees. Pace Suburban Bus Service shall be provided with (1) Blanket Additional Insured wording directly from the contractor(s) or (2) a completed CG and a CG endorsements. Through the issuance of these endorsements, Pace Suburban Bus Service shall receive coverage for ongoing operations and completed operations. As a condition to coverage, the Employer agrees to notify Pace and the Pace designated vendor in the event of any vehicular accident or other accident involving bodily injury or property damage within 2 hours of the accident. These reporting procedures must be followed whenever bodily injury or property damage occurs, even if no third party was involved. If these reporting procedures are not followed, Pace shall have the right to deny coverage for damages arising out of said occurrence/incident/accident and Employer shall be held personally responsible for any and all damages. Pace shall not be responsible for any Workers Compensation, Employer s Liability, loss of income, inconvenience, claims or expenses resulting from operation or failure to operate the Shuttle Service, including but not limited to any delays, missed trips, or termination of the Shuttle Service, nor shall Pace be responsible for any person s property that is lost, stolen, or damaged in or from the van. 10. Maintenance Employer shall ensure that drivers perform all maintenance, cleanings and servicing of the van as per the schedule set forth in Pace s Shuttle Operations Manual; have the van safety inspected semi-annually as required by law; obtain prior approval from the Pace Vanpool Office or its designated agent for any expenditure in excess of $50.00 per van; pay for emergency operating expenses of the van; and promptly submit all receipts for expenses paid in the previous month with the VIP Shuttle Monthly Report for submission to the Pace Vanpool Office. Pace shall pay the costs of ordinary maintenance and repairs, provided Employer adheres to Pace s inspection and maintenance schedule. Employer shall be liable for all repair and maintenance costs resulting from its failure to adhere to the inspection and preventive maintenance schedule, or attributable to abuse of the vehicle or negligence in its maintenance. Employer acknowledges that a Pace designated vendor will provide fleet management services for Pace Vanpool fleet vans used in the Shuttle Service. Employer agrees to cooperate with the Pace designated vendor at all times and to abide by any rules promulgated by Pace and the Pace designated vendor with respect to the Shuttle Service. Employer acknowledges that a Pace designated vendor provides accident management services for Pace Vanpool fleet vans utilized in the Shuttle Service. Employer agrees to cooperate with the Pace designated vendor at all times and to abide by any rules promulgated by Pace and the Pace designated vendor with respect to accident management services utilized in the Shuttle Agreement. Employer agrees to notify Pace and the Pace designated vendor in the event of any vehicular accident or other accident involving bodily injury or property damage within 2 hours of the accident. These reporting procedures must be followed whenever bodily injury or property damage occurs even if no third party was involved. Otherwise Pace shall have to right to deny 4

5 coverage for damages arising out of said occurrence/incident/accident and Employer shall be held personally responsible for any and all damages. Employer acknowledges that a Pace designated vendor provides fuel credit card services for Pace Vanpool fleet vans utilized in Shuttle Service. Employer agrees to cooperate with the Pace designated vendor at all times and to abide by any rules promulgated by Pace or the Pace designated vendor with respect to fuel cards utilized in the Shuttle Service. Employer agrees that all Pace provided fuel cards are to be kept on one location under lock and key and are to be checked in and out by the drivers on a daily basis. A log must be kept that verifies the location of the Pace assigned fuel card and who is responsible for it. The Transportation Coordinator or designee is required to do a physical inventory of the Pace provided fuel cards daily and immediately report any cards not in their possession to Pace Vanpool Services. Under no circumstances should a Pace provided fuel card be stored or kept in a Pace assigned van. Employer shall be held personally responsible for costs incurred due to lost or misused fuel cards. Employer shall return the van to Pace in the same condition as when it was delivered, ordinary wear and tear excepted. Upon its delivery and return, Employer and Pace, or its agent, shall inspect the van and provide a report on its condition. The report shall be signed by both Pace and Employer. Damage to the van which is not attributable to a reported accident/incident and supported by a written accident/incident report or is otherwise determined by Pace to be caused by vehicle neglect will be the sole responsibility of Employer, and Employer shall compensate Pace for the cost of such repairs including those above the $ per van guarantee. If Employer has subcontracted the operations of the Shuttle Service, Employer shall be responsible for obtaining reimbursement to Pace above the $2,000 per van guarantee from the Third Party Contractor. 11. Pace Responsibilities 12. Term In addition to providing vans and the insurance coverage set forth in paragraph 9 above, Pace will issue fuel and maintenance credit cards to Employer for authorized fuel, maintenance service and repairs for the Pace van(s). Pace will provide loaner vans by reservation on a first-come, firstserved basis for times when the assigned van is out of service. Pace will also assist Employer in providing alternative transportation when neither the regular van nor any loaner van is available. If requested by Employer, Pace will assist Employer in selecting routes and schedules for the Shuttle Service and in encouraging participation by employees. Pace reserves the right to substitute a different van of the same size classification at any time. Upon notice to Pace and subject to availability, Employer may obtain additional vans upon the same terms and conditions stated herein. This agreement shall be effective as of the day of its signing and shall continue in force until one of the parties gives the other party written notice thirty (30) days in advance of the desired termination date. Pace may terminate the Agreement upon five (5) days notice in the event of failure by the Employer to correct any safety or accident reporting violations or for failure of Employer to pay Pace amounts due on a timely basis. Upon termination, Pace may take any and all steps to regain possession of the van(s) including self-help. This agreement may not be assigned by Employer without the approval of Pace. All successors and assigned will be bound by the terms and conditions of this Agreement and must fully comply therewith. This agreement may be modified only by a subsequent written instrument signed by each of the parties. 5

6 13. Modifications to the Agreement Pace reserves the right to modify the terms of this Agreement, including the monthly fares and fees, with thirty (30) days written notice to Employer. 14. Nondiscrimination Employer understands and agrees that regardless of the primary purpose of the usage of the van, that all service provided must be open to the public (within the limits of schedule and space availability) and shall not be restricted to a particular group of individuals. The parties shall cooperate to ensure that no person shall be denied the opportunity to participate in nor be subjected to discrimination in the conduct of the VIP because of race, creed, color, age, sex, sexual orientation, national origin, nor the presence of any sensory, mental or physical disability, nor in any manner contrary to applicable local ordinance, state and federal laws and regulations, specifically including Title VI of the Civil Rights Act of 1964, Title 49, Code of Federal Regulations, Part 21 - Nondiscrimination in Federally Assisted Programs of the Department of Transportation. 15. Financial Integrity As a condition of participation in the Shuttle Service, Employer will be required to provide a financial statement for the most recent year and any other financial information requested by Pace to assist Pace in verifying Employer s financial capability to undertake its obligations under this Agreement. At any time during the term of its participation in the Shuttle Service, Employer agrees to furnish Pace within forty-eight hours of receipt of Pace s written request (which request may be forwarded by mail, telefax, or transmission), evidence satisfactory to Pace of Employer s ability and capacity, financial or otherwise, to carry out its obligations under this Agreement and the Shuttle Service. 16. Audit and Recordkeeping Employer shall permit authorized representatives of Pace or its designees to inspect and audit all records and data associated with the operation of the VIP service. Employer shall retain all records associated with the service for a period of three (3) years following expiration or termination of the service or such longer period of time for any pending audit, litigation or other claim. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date indicated below. (Printed Name of Employer) PACE By: By: Title: Title: Signed: Signed: 6

7 Date: Date: (If applicable) (Printed Name of Third Party Contractor) By: Title: Signed: Date: 7

8 EXHIBIT A Third Party Contractor Insurance Requirements If Employer is subcontracting operation of the Shuttle Service to a Third Party Contractor, Employer shall require the Third Party Contractor to carry and keep in force workers compensation, commercial general, auto liability, and automobile physical damage insurance in amounts not less than the following: a. Workers Compensation: Coverage A Statutory Benefits Coverage B Employers Liability: $500,000 injury-per occurrence $500,000 disease-per employee $500,000 disease-policy limit b. Commercial General Liability (including Broad Form Contractual): c. Auto Liability: $1,000,000-Each Occurrence $2,000,000-General Aggregate $2,000,000-Products/Completed Operations Aggregate $1,000,000-Personal & Advertising Injury $5,000-Medical Expense (Any one person) $3,000,000 Combined Single Limit Combined liability limits of $3,000, excess of $2,000,000. The first $2,000,000 of coverage will be provided by Pace. d. Physical Damage: Comprehensive and Collision: Actual Cash Value (ACV) of Equipment. The Third Party Contractor s insurance provided under a, b, and d, above shall be primary over any other insurance carried by Pace, including self-insurance, but only with regard to the performance of this Agreement. Prior to delivery of the van, Employer shall obtain from the Third Party Contractor and present to Pace for approval a certificate of insurance which shall name the Suburban Bus Division of the RTA, D/B/A Pace and the Regional Transportation Authority as additional insured. The Third Party Contractor s insurance is to be provided by an insurance company which meets or exceeds Best s rating of A-VII. The policies shall provide that in the event the policies should change or be canceled, such changes or cancellation shall not be effective until thirty (30) days after Pace has received notice of such changes or cancellation from the insurance company. Upon request of Pace, Employer shall obtain certified copies of the actual policies from the Third Party Contractor. 8

9 EXHIBIT B Intended Use of Pace Van(s) Describe intended use of Pace van(s): Modifications to the stated intended use, identified above, must be pre-approved by the Vanpool Office. Signature Date Title Employer FOR PACE VANPOOL OFFICE USE ONLY APPROVED Vanpool Department Manager NOT APPROVED Date 9