Last Mile Transportation ServicesDocuSign Envelope ID: 863838BD-93AD-4247-A2FB-4300D6634E72
ENTERPRISE TRANSPORTATION SERVICES AGREEMENT
Customer Full Legal Name ("Customer"):
Village of Oak Brook
Customer Address:
1200 Oak Brook Rd, Oak Brook, IL 60523
Effective Date:
Thursday, April 19th, 2018
Contract Identification Number:
This Enterprise Transportation Services Agreement
("Agreement") is entered into effective as of the
Effective Date, by and between Chariot Transit Inc.,
a Delaware corporation ("Chariot"), and Customer.
Chariot and Customer are hereinafter sometimes
collectively referred to as the "Parties" and
individually referred to as a "Party."
WHEREAS, Customer has requested that Chariot
provide certain transportation services in accordance
with the terms and conditions of this Agreement and
Chariot has agreed to provide such services for
Customer.
NOW THEREFORE, in consideration of the mutual
promises contained herein, and for other good and
valuable consideration, the receipt and legal
sufficiency of which are hereby acknowledged, the
Parties hereby agree as follows:
Article 1
SERVICES; OBLIGATIONS
Section 1.01 Services.
(a) Services Generally. On the terms and subject
to the conditions set forth in this Agreement, Chariot
shall provide to Customer the transportation services
("Services") set forth on any service order attached
hereto ("Service Order"). Each Service Order (i)
shall be in writing, dated and executed by both Parties,
(ii) shall be substantially in the form of Exhibit A, (iii)
shall set forth, among other things, a description of the
Service to be provided, the time period during which
the Service will be provided (the "Service Term"), the
location(s) from which such Service is to be provided,
the fee for such Service (the "Service Fee"), and any
other terms applicable thereto and agreed to by the
Parties, and (iv) shall be attached hereto and, unless
specifically stated to the contrary, shall be
incorporated herein by reference. To the extent any
00283591000167 -1653362 v
provision in a Service Order conflicts with any
provision in the body of this Agreement, the provision
in the body of this Agreement shall control unless the
provision in the Service Order expressly supersedes
the provision in the body of this Agreement.
(b) Standard ofPerjormance. The Services shall
be provided (i) in accordance with the terms and
subject to the conditions set forth in the respective
Service Order and this Agreement; (ii) using personnel
of required skill, experience and qualifications; and
(iii) in accordance with generally recognized industry
standards in Chariot's field of business.
(c) Additional Services. In the event that the
Parties determine that additional transportation
services should be included in the Services (such
additional services, the "Additional Services"), the
Parties shall negotiate in good faith to add such
Additional Services as an additional Service Order (or
to amend an existing Service Order); provided,
however, nothing in this Section 1.01(c) shall create
any obligation for Chariot to provide any such
Additional Services unless the Parties mutually agree
to execute a new Service Order (or amend an existing
Service Order) for the provision of the Additional
Services. Upon the Parties' execution of a new Service
Order (or of an amendment to an existing Service
Order) for the provision of the Additional Services,
such Additional Services shall become Services for all
purposes under this Agreement.
(d) Chariot Equipment. All Vehicles, equipment,
systems, assets and other property or resources owned
and used by Chariot in connection with the provision
of Services hereunder (collectively, the "Chariot
Equipment") will remain the property of Chariot and,
except as otherwise provided in this Agreement, will
at all times be under the sole direction and control of
Chariot.
DocuSign Envelope ID: 863838BD-93AD4247-A2FB-4300DB634E72
Control. Except as otherwise provided in this
Agreement, management of, and control over, the
provision of the Services (including the determination
or designation at any time of Chariot Equipment,
employees and other resources of Chariot to be used in
connection with the provision of the Services) will
reside solely with Chariot. In all events Chariot shall
be in operational control of all Vehicles in the
provision of the Services. Vehicle drivers are
authorized to take orders only from Chariot. Chariot
shall as any other business entity, be subject to the
jurisdiction of the Village of Oak Brook police force
and other Village regulatory officials for work
performed within the Village.
(e)
Section 1.02 Chariot Obligations. Chariot shall:
(a) designate one of its employees to serve as its
primary contact with respect to this Agreement and to
act as its authorized representative with respect to all
matters pertaining to this Agreement (the "Chariot
Contract Manager"), with such designation to
remain in force unless and until a successor Chariot
Contract Manager is appointed, in Chariot's
reasonable discretion; provided that Chariot may
appoint an authorized representative in any Service
Order to serve as the primary point of contact for
communication, issue escalation, and administration
of the Services covered by such Service Order; and
(b) comply with Applicable Law in providing the
services, including compliance with all applicable
permits, licenses, certifications, and other
authorizations and approvals applicable to the
Services rendered.
Section 1.03 Customer Obligations. Customer
shall:
(a) designate one of its employees to serve as its
primary contact with respect to this Agreement and to
act as its authorized representative with respect to
matters pertaining to this Agreement (the "Customer
Contract Manager"), with such designation to
remain in force unless and until a successor Customer
Contract Manager is appointed, in Customer's
reasonable discretion; provided that Customer may
appoint an authorized representative in any Service
Order to serve as the primary point of contact for
communication, issue escalation, and administration
of the Services covered by such Service Order; and
(b) cooperate with Chariot in its performance of
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the Services and provide access to Customer's
premises and employees as reasonably required to
enable Chariot to provide the Services.
Article 2
COMPENSATION AND PAYMENT
Section 2.01 Compensation. As consideration
for the provision of the Services, Customer shall, for
each Service performed, pay Chariot the Service Fee
and any other fees or expenses for such Service set
forth in the applicable Service Order. The Service Fee
and any other fees or expenses set forth within this
Agreement are to be paid by the Village only from
funds that the Village receives from the Regional
Transportation Authority ("RTA") and from various
business interests in the community that have agreed
to supplement payments from the RTA to fully
compensate Chariot for all sums due to it under this
Agreement. The Village shall pay to Chariot such
funds as it shall receive from such entities and for such
Services within 30 days after its receipt. The Village
is not itself responsible for any payments under this
Agreement provided, however, that if Chariot does not
receive payments in accordance with this Section,
Chariot may cancel the Agreement upon seven days'
prior written notice.
Section 2.02 Invoicing and Payment. No later
than 30 days prior to the start of each month (one
month in advance), Chariot shall submit a single
invoice to Customer for all Services scheduled to be
provided to Customer during such month. Payment of
all invoices in respect of the Services shall be made by
electronic funds transmission within 30 days of the
date of receipt of the invoice (and in all events shall be
paid in advance prior to the first day of each month)
(the "Due Date"). All payments shall be made in
immediately available funds to an account designated
by Chariot in the invoice. Any payments due from the
Customer to Chariot shall be entirely subject to the
provisions and limitations provided for in Section
2.01.
Article 3
LIMITATION OF LIABILITY
Section 3.01 Disclaimer. EXCEPT AS
EXPRESSLY SET FORTH IN THIS AGREEMENT,
ALL SERVICES ARE PROVIDED "AS IS" AND
NEITHER PARTY MAKES ANY WARRANTIES
OR REPRESENTATIONS OF ANY KIND
WHATSOEVER, EXPRESS OR IMPLIED, AT
LAW OR IN EQUITY, IN CONNECTION WITH OR
DocuSign Envelope ID: 863838BD-93AD-4247-A2FB-4300DB634E72
WITH RESPECT TO ANY OF THE SERVICES,
INCLUDING WITH RESPECT TO ANY IMPLIED
WARRANTY OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE; OR
ANY IMPLIED WARRANTY ARISING FROM
COURSE OF PERFORMANCE, COURSE OF
DEALING OR USAGE OF TRADE. CHARIOT
SHALL, HOWEVER, FULFILL ITS
RESPONSIBILITIES AGREED TO IN SECTION
1.01(b).
Section 3.02 Limitation of Remedies. NEITHER
PARTY SHALL HAVE ANY LIABILITY TO THE
OTHER WITH RESPECT TO THE MATTERS
CONTEMPLATED BY THIS AGREEMENT,
WHETHER ARISING IN CONTRACT
(INCLUDING WARRANTY), TORT (INCLUDING
ACTIVE, PASSIVE OR IMPUTED NEGLIGENCE)
OR OTHERWISE, FOR ANY SPECIAL,
INDIRECT, PUNITIVE OR CONSEQUENTIAL
DAMAGES, INCLUDING LOST PROFITS AND
OPPORTUNITY COSTS, WHETHER
FORESEEABLE OR NOT. CHARIOT SHALL,
HOWEVER, KEEP IN FORCE AS IS REQUIRED
IN SECTION 5.01 INSURANCE AND IF SUCH
INSURANCE IS NOT KEPT IN FORCE, THE
PREVIOUS PROVISIONS OF SECTION 3.02
SHALL BE CANCELED.
Section 3.03 Indemnification of Regional
Transportation Authority. Notwithstanding any
insurance provisions contained herein, the Village and
all third party vendors will indemnify, defend and hold
harmless the RTA, its officers, agents, and employees
from and against any and all liability, claims, suits,
losses, damages and expenses caused by the
negligence of the Village, its officers, agents, vendors
and employees which may arise out of the operation of
transportation services provided pursuant to this
Agreement. The RTA will provide immediate notice
of any claims, suits, losses, damages and fully
cooperates with the defense of any claims or lawsuits.
This indemnification does not extend to negligent,
willful and wanton, reckless or intentional conduct of
the RTA, its officers, agents, servants and employees.
Article 4
CONFIDENTIALITY; PRIVACY
Section 4.01 Confidentiality. From time to time
during the Term of this Agreement, either Party (the
"Disclosing Party") may disclose or make available
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to the other Party (the "Receiving Party") non-public
proprietary and confidential information of Disclosing
Parry ("Confidential Information"). The term
"Confidential Information" includes the specific terms
and conditions of this Agreement and the Service
Orders hereunder. The Receiving Party shall: (i)
protect and safeguard the confidentiality of the
Disclosing Party's Confidential Information with at
least the same degree of care as the Receiving Party
would protect its own Confidential Information, but in
no event with less than a commercially reasonable
degree of care; (ii) not use the Disclosing Party's
Confidential Information, or permit it to be accessed
or used, for any purpose other than to exercise its
rights or perform its obligations under this Agreement;
and (iii) not disclose the Disclosing Party's
Confidential Information to any Person, except to the
Receiving Party's representatives who need to know
the Confidential Information to assist the Receiving
Party, or act on its behalf, to exercise its rights or
perform its obligations under this Agreement.
Customer's obligation to confidentiality shall, be
subject to all statutes and other regulations applicable
to this governmental body. If the Receiving Party is
required by Applicable Law to disclose any of the
Disclosing Party's Confidential Information, it shall,
prior to making such disclosure, use commercially
reasonable efforts to notify the Disclosing Party of
such requirements to afford the Disclosing Party the
opportunity to seek, at the Disclosing Party's sole cost
and expense, a protective order or other remedy. The
Receiving Party shall have no obligations under this
Article with respect to information that (a) is or
becomes generally available to the public other than as
a result of a disclosure by the Receiving Party in
breach of this Article, (b) is or becomes available to
the Receiving Party on a non -confidential basis from a
source who is not, to the knowledge of the Receiving
Parry, subject to a confidentiality or similar agreement
prohibiting such disclosure, or (c) was independently
developed without the use of the Disclosing Party's
Confidential Information.
Section 4.02 Privacy. Chariot's data practices are
set forth at www.chariot.com/r)rivacy, which terms are
incorporated herein by reference.
Article 5
INSURANCE
Section 5.01 Insurance. During the Term, Chariot
shall, at its own expense, maintain and carry
automotive liability insurance in full force and effect
in a sum no less than $5,000,000 per occurrence with
financially sound and reputable insurers. Upon
Customer's request, Chariot shall provide Customer
DocuSign Envelope ID: 863838BD-93AD4247-A2FB4300DB634E72
with a certificate of insurance from Chariot's insurer
evidencing the insurance coverage specified in this
Agreement. The certificate of insurance shall name
Customer and RTA as -additional insured. Chariot
shall provide Customer with 15 days' advance written
notice in the event of a cancellation or material change
in Chariot's insurance policy. In the event that there is
a cancellation or material change in Chariot's
insurance policy, the Customer may immediately
terminate this Agreement. Chariot will maintain
workers' compensation insurance at the levels
required under applicable local, state and federal law.
Chariot shall bear all responsibility and cannot pass
any liability on to the Customer or RTA.
Article 6
TERM AND TERMINATION
Section 6.01 Term. Subject to the further
provisions of this Article 6 and except as expressly
provided with respect to a specific Service in a Service
Order attached hereto, the term of this Agreement shall
commence on the Effective Date and continue
thereafter until the termination or expiration of all
Service Orders (the "Term"). unless sooner
terminated pursuant to Section 6.02.
Section 6.02 Termination for Breach:
Bankruptcy.
(a) Breach. If a Party materially breaches any of
its material obligations under this Agreement and that
Party does not cure such breach within 15 days after
receiving written notice thereof from the non -
breaching Party, the non -breaching Party may
terminate this Agreement or an applicable Service
Order immediately by providing written notice of
termination to the breaching Party; provided that in the
case of the failure by Customer to pay any Service Fee
by the applicable Due Date, Chariot may terminate this
Agreement or the applicable Service Order
immediately without first providing Customer with
any notice of breach or any opportunity to cure such
breach prior to termination.
(b) Liquidation Proceedings. Either Party shall
have the right to terminate this Agreement at any time
without further notice and pursue remedies available
to it at law or in equity if (i) the other Party becomes
insolvent or is adjudicated bankrupt, (ii) any action is
taken by the other Party or by others against the other
Party under any insolvency, bankruptcy or
reorganization act, or if a Party makes an assignment
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for the benefit of creditors or a receiver is appointed
for a Party, or if the other Party is dissolved or
liquidated or takes any corporate action for such
purpose.
Section 6.03 Effect of Termination. In the event
this Agreement or any Service Order is terminated for
any reason, (a) upon request, each Party shall return to
the other Party all tangible personal property owned by
the other Party in its possession as of the termination
date that was provided for the performance of the
applicable Services and (b) Customer shall remain
liable for payment to Chariot for all Service Fees for
Services provided prior to the effective date of
termination. Upon the expiration or termination of this
Agreement, all rights and obligations of each of the
Parties that by their nature continue and survive,
including Sections 3.01, 3.02, 4.01 and Article 7, shall
survive the termination or expiration of this
Agreement.
Article 7
MISCELLANEOUS
Section 7.01 Notices. All notices, requests and
other communications to any Party hereunder shall be
in writing (including email) and shall be provided:
ifto Chariot:
Chariot Transit Inc.
450 Mission Street
Suite 501
San Francisco, CA 94105
Attention: Joshua Weisman (Global Product Owner of
Enterprise & Charters)
Email: josh@chariot.com
ifto Customer at the address set forth on the first page
of this Agreement;
or to such other address or email number and with such
other copies, as such Party may hereafter specify for
the purpose by notice to the other Party delivered in
accordance with this Section 7.01. Each such notice,
request or other communication shall be effective: (a)
on the day delivered (or if that day is not a Business
Day, or if delivered after 5:00 p.m. Pacific time on a
Business Day, on the first following day that is a
Business Day) when (i) delivered in person or (ii) sent
by overnight courier; (b) on the day when transmittal
confirmation is received if sent by email (or if that day
is not a Business Day, or if after 5:00 p.m. Pacific time
on a Business Day, on the first following day that is a
DocuSign Envelope ID: 86383880-93AD-4247-A2FB-4300D6634E72
Business Day); or (c) if provided by any other means,
upon delivery or refusal of delivery at the address
specified in this Section 7.01.
Section 7.02 Amendments; Waivers. Any
provision of this Agreement may be amended if, and
only if, such amendment is in writing and signed by
each Party; provided, however, any Service Order
shall automatically be amended or added to this
Agreement (and the applicable Services set forth in
such Service Order shall be deemed incorporated into
the Services provided under this Agreement) upon the
execution of such Service Order by both Parties. No
failure or delay by either Party in exercising any right,
power or privilege under this Agreement shall operate
as a waiver thereof nor shall any single or partial
exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or
privilege. Except as otherwise provided herein, no
action taken pursuant to this Agreement, including any
investigation by or on behalf of any Party, shall be
deemed to constitute a waiver by the Party taking such
action of compliance with any representations,
warranties, covenants or agreements contained in this
Agreement. Any term, covenant or condition of this
Agreement may be waived at any time by the Party
that is entitled to the benefit thereof, but only by a
written notice signed by such Party expressly waiving
such term or condition. The waiver by any Party of a
breach of any provision hereunder shall not operate or
be construed as a waiver of any prior or subsequent
breach of the same or any other provision hereunder.
Section 7.03 Assignment; Successors and
Assigns. Except as set forth in this Agreement, this
Agreement shall not be assignable without the prior
written consent of the other Party (such consent not to
be unreasonably withheld). Any attempted transfer or
assignment without consent shall be null and void. No
transfer or assignment by any Party shall relieve such
Party of any of its obligations hereunder. Subject to
this Section 7.03, this Agreement shall be binding
upon and inure to the benefit of the Parties and their
respective successors and permitted assigns.
Section 7.04 Entire Agreement. This Agreement
and the various Service Orders contemplated hereby
constitute the entire agreement between the Parties
with respect to the subject matter hereof and supersede
all prior agreements, understandings and negotiations,
both written and oral, between the Parties with respect
to the subject matter hereof.
Section 7.05 Force Majeure. Neither Party shall
be liable for any loss or damage whatsoever arising out
of any delay or failure in the performance of its
M283591=167 � 1853362 0
obligations under this Agreement to the extent such
delay or failure results from events beyond the control
of such Party, including acts of God, acts or
regulations of any governmental authority, war,
accident, fire, flood, strikes, industrial disputes or
shortages of fuel.
Section 7.06 Governing Law. This Agreement
shall be construed in accordance with and governed by
the law of the State of Illinois with venue within
DuPage County (without regard to the choice of law
provisions thereof).
Section 7.07 Counterparts, Effectiveness. This
Agreement may be signed in any number of
counterparts, each of which shall be deemed an
original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.
This Agreement shall become effective when each
Parry shall have received a counterpart hereof signed
by the other Party.
Section 7.08 Severability. Any provision of this
Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability
without invalidating the remaining provisions of this
Agreement or affecting the validity or enforceability
of such provision in any other jurisdiction. The
application of such invalid or unenforceable provision
to Persons or circumstances other than those as to
which it is held invalid or unenforceable shall be valid
and be enforced to the fullest extent permitted by
Applicable Law. To the extent any provision of this
Agreement is determined to be prohibited or
unenforceable in any jurisdiction, Chariot and
Customer agree to use commercially reasonable
efforts to substitute one or more valid, legal and
enforceable provisions that, insofar as practicable,
implement the purposes and intent of the prohibited or
unenforceable provision.
Section 7.09 Captions. The captions herein are
included for convenience of reference only and shall
be ignored in the construction or interpretation hereof.
Section 7.10 Third Party Beneficiaries. Except as
expressly provided herein, nothing expressed or
implied in this Agreement is intended, or shall be
construed, to confer upon or give any Person other
than the Parties, and their successors or permitted
assigns, any rights, remedies, obligations or liabilities
under or by reason of this Agreement, or result in such
Person being deemed a third party beneficiary of this
Agreement.
DocuSign Envelope ID: 863838BD-93RD-4247-A2FB4300DB634E72
Section 7.11 Relationship of Parties: No Agency.
It is understood and acknowledged that the Services
which Chariot will provide to Customer hereunder
shall be in the capacity of an independent contractor
and not as an employee or agent of the Customer.
Chariot shall control the conditions, time, details and
means by which Chariot performs the Services except
as specified in the Service Agreement. Chariot has no
authority to commit, act for or on behalf of the
Customer or to bind the Customer to any obligation or
liability. Nothing in this Agreement shall be deemed
in any way or for any purpose to constitute either Party
an agent of the other Party in the conduct of such
Party's business or to create a partnership or joint
venture between the Parties.
Section 7.12 Certain Definitions
(a) "Applicable Law" means, with respect to
any Person, any domestic or foreign, federal, state or
local statute, law, ordinance, rule, administrative
interpretation, regulation, order, writ, injunction,
decree or other requirement of any governmental
entity applicable to such Person or any of its
properties, assets, officers, directors, employees,
consultants or agents (in connection with such
officer's, director's, employee's, consultant's or
agent's activities on behalf of such Person).
(b) "Business Day" means any day of the year,
other than a Saturday, Sunday or any day on which
major banks are closed for business in Oak Brook,
Illinois.
(c) "Person" shall mean any person or entity, or
a group of related persons and/or entities.
(d) "Vehicles" means motor vehicles provided
by Chariot for the purpose of the provision of the
Services.
(Signature pages follow]
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DocuSign Envelope ID: 8638388D-93AD-4247-A2FB-4300DB634E72
IN WITNESS WHEREOF, the Parties caused this Agreement to be duly executed by their respective
authorized representatives on the day and year first above written.
CHARIOT TRANSIT INC.
By: Aw
(Type or print name): Rachel Mayes
Title:
5/8/2018 11:37:25 AM
CUSTOMER: village of oak
(Type or Print Name)
By:_.low
(T eor i t Rick Ginex
IT-
pnn name).
Title:
\\WflI59N80167 - 1851363 0 [Signature Page to Enterprise Transportation Services Agreement]
village Manager
DocuSign Envelope ID: 863838BD-93AD-4247-A2FB-4300DB634E72
EXHIBIT A
FORM OF SERVICE ORDER
(see next page)
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DocuSign Envelope ID: 863838BD-93AD-4247-A2FB-4300DB634E72
SERVICE ORDER (Number: _)
TO
ENTERPRISE TRANSPORATION SERVICES AGREEMENT (the "Master Contract")
Master Contract
Identification Number:
Customer:
Village of Oak Brook
Start Date:
June 25th 2018
Services:
Chariot shall make available transportation shuttle services to Customer's
Approved Riders on the Shuttle Route and Shuttle Schedule starting on the
Start Date. Shuttle service shall be provided for up to a number of passengers
not exceeding the total passengers per session set forth under the heading
"Service Route Capacity."
Service Fee:
$8,181.00 per vehicle per month
In accordance with Article 2, Section 2.01 'Invoicing and Payment" outlined
above, Customer will pay invoices for each month 30 (thirty) days in advance.
Customer Accounts Payable
Jason Paprocki
Contact
Finance Director
Village of Oak Brook
1200 Oak Brook Rd.
Oak Brook, IL 60523
Phone: 630-368-5070
Fax: 630-368-5171
Email: jpaprocki@oak-brook.org
Approved Riders:
Group 1: Customer employees for which Customer has provided Chariot an
employee email address and that register for service using the Mobile App
("Oakbrook Riders")
Group 2: Members of the general public which are not associated with
Oakbrook and that register for service using the Mobile App ("Public Riders")
Fare Collection:
Oakbrook Riders: All fares for Oakbrook Riders are included in the monthly
Service Fee. No additional fees will be charged.
Public Riders: All fares and fees collected from Public Riders will be paid
directly to Chariot. Oakbrook shall not receive any portion of fares paid to
Chariot by Public Riders. The fare rate for such Riders shall be determined by
Chariot and is subject to change with the written approval of Oakbrook which
shall not be unreasonably withheld.
In the event a Chariot is over -capacity, Oakbrook Riders shall have the ability
On -Demand Ride Guarantee
to contact Chariot Customer Service and request an on -demand ride provided by
for Oakbrook Riders:
Lyft or Uber ("Guaranteed Ride"). The cost of Guaranteed Rides shall be added
to Customer's monthly invoice on a per -use basis for the exact cost of the ride.
All Guaranteed Rides are subject to an aggregated annual cap of $10.000
("Guaranteed Ride Cost Cap.") Chariot shall provide written notification to
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Customer when 80% of the Guaranteed Ride Cost Cap has been reached and
20% remains.
Shuttle Route:
Shuttle service Monday through Friday, from Elmhurst Station at 128 West 1 st
Street, Elmhurst, IL 60126 (Point A) to several office locations in Oak Brook,
IL (Point B) listed below.
• Citibank Office Plaza at 1900 Spring Road, Oak Brook, Illinois 60523
• Commerce Plaza 1, 11, & III at 2001, 2015, 2021 Spring Road, Oak
Brook, Illinois 60523
• Oak Brook Pointe at 700 Commerce Drive, Oak Brook, Illinois 60523
• Oak Brook Pointe at 800 Commerce Drive, Oak Brook, Illinois 60523
• 900 Commerce at 900 Commerce Drive, Oak Brook, Illinois 60523
• Oak Brook 22 (Executive Plaza) at 1211, 1225, 1301, 1315 W. 22nd
Street, Oak Brook, Illinois 60523
Shuttle Schedule:
Shuttle service from Point A to Point B from the hours of 6:00am-10:00am.
Shuttle service from Point B to Point A from the hours of 3:00pm — 8:00pm.
Service Route Capacity:
Eight (8) service runs per Day. Four (4) service runs per Session ("Session"
means a one-way shuttle direction of service).
Capacity of 56 maximum passengers per day.
Vehicles:
One (1) - 7 -passenger wheelchair accessible van per Shuttle Route.
Mobile App:
Mobile app available for iPhone and Android devices. Mobile app includes:
• Live vehicle tracking
• Service alerts & updates
• "Check in" to a van before it arrives
• The ability to book rides via telephone at the number listed on
Chariot's Website
One Time Payment (Vehicle
$0 due by Monday, June 25th, 2018.
Setup Fee):
Service Term:
12 month initial term (the "Initial Term"). Customer may terminate service for
convenience anytime prior to the conclusion of the Initial Term by providing 6
months prior written notice of termination of service to Chariot (an "Early
Termination Notice").
Holidays:
Chariot will not provide service on Federal Holidays (New Year's Day,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Christmas
Day) and other holidays and weekdays adjacent to holidays (e.g. the Friday
after Thanksgiving, Christmas Eve, New Year's Eve).
Chariot will notify authorized passengers of any weekdays that will not be in
service.
Driver Qualifications:
All Drivers must:
• Be 21 years or older
• Have a valid Illinois driver's license
• Have any applicable endorsements or additional licenses as required
by local or state regulation
• Have at least three years of driving experience in the United States
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• Pass a criminal felony & misdemeanor Check — with 5-7 year look
back
• Pass a National Sex Offender Search
• Present a Motor Vehicle Record Report with no more than two
moving violations in the past three years
• Pass a terrorist watch list Check
All Drivers shall be subject to the Federal Motor Carrier Safety
Administration's ("FMCSA") qualifications for commercial drivers, in part
contained in Title 49 of the Code of Federal Regulations Parts 40, 382, and
391. These qualifications include, but are not limited to: (1) commercial
driving history check (2) three year investigation in to Drug/Alcohol testing,
(3) controlled substance testing as described in Part 382, Subpart C, (4)
Medical examinations as described by Part 391.43
Driver Training:
All Drivers shall be subject to the following safety and training requirements:
(1) 8 -hour new hire/on-boarding classroom training. This includes customer
experience as well as basic safety training;
(2) Multi Day behind -the -wheel training, with a cumulative road skill
evaluation prior to approval to operate with passengers;
(3) Recurring safety reviews and training sessions by staff both in the case of
events and on a regular basis;
(4) Training on Title III ADA requirements both in the operation of accessible
vehicles and interactions with passengers.
Data Sharing
Chariot will provide a customized partner dashboard available to the Customer
and RTA which at a minimum will provide the following data fields for every
trip:
• Customer unique ID
• Date: Month, Day and Year
• Request method: App, Call Center
• Pick-up location: Stop ID
• Drop-off location: Stop ID
• Service Type: Regular, WAV
• Request Time: hh:mm:ss
• Pick-up Time: hh:mm:ss
• Drop-off Time: hh:mm:ss
• Customer Rating: excellent, good, average, below average, poor
Chariot will also provide the following data elements for every vehicle run:
• Unique run ID
• Date: Month, Day, Year
• Route: Hinsdale or Elmhurst
• Passenger on -boarding per stop
• Passenger off -boarding per stop
• Time of arrival at each stop
• Vehicle Miles Traveled (VMT)
• Estimate of emissions saved per trip based on passenger count
Service Order Modification:
Modifications to Routes, Vehicles, or Shuttle Schedules can be requested but
take a minimum of two weeks to process and are subject to approval by the
Chariot team. Any additional costs incurred by said modifications are incurred
by Customer and will be added to the overall Service Fee accordingly.
Master Contract:
This Service Order is governed by the terms and conditions of the Master
Contract.
%W28359/ 167-18533620
DocuSign Envelope ID: 8638388D-93AD4247-A2FBA300DB634E72
CHARIOT TRANSIT INC. D.
By oe
(Type or print name): es
Title: Director of Nati
Date: 5/8/2018 11:37:21
\WM59/ 167- 1953362 A
CUSTOMER
By:_eEseca� i ,e
(Type or print name):
19iillesales age anager
IVlatMT :1:22
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