IGA RTA Last Mile Transportation ServicesRESOLUTION 2018-IGA-RTA-LST-MILE-R-1707
A RESOLUTION AUTHORIZING THE EXECUTION
OF AN INTERGOVERNMENTAL AGREEMENT
BETWEEN THE VILLAGE OF OAK BROOK AND
THE REGIONAL TRANSPORATION AUTHORITY
REGARDING "LAST -MILE SERVICES"
WHEREAS, the Regional Transportation Authority ('RTA') has approached the Village of Oak
Brook with regards to a program which is in use in other municipalities providing transportation from RTA
Train Stations a distance of some miles to locations utilized by RTA train riders either to work or to
purchase goods; and
WHEREAS, the Village of Oak Brook ("Village") has many individuals who work on a daily or
regular basis within the Village and who utilize the RTA to come as close to the Village as possible; and
WHEREAS, the RTA believes that ridership increases and benefits can come to municipalities if
there is a bus service available for what is referred to as 'last -mile services" to easily transport such
individuals to their destination from the train station to the Village, and
WHEREAS, the RTA has discussed this matter in some detail with business entities and
organizations within the Village which have agreed that such services would be beneficial and are
prepared to pay for a portion of those services; and
WHEREAS, the proposal made to the Village is that it would enter into a contract with an entity
which would provide such last -mile services, bus transportation which would be paid for by funds coming
from the RTA and from local Oak Brook business interests; and
WHEREAS, an Intergovernmental Agreement has been prepared between the RTA and the
Village which details the manner in which this program would take place; and
WHEREAS, the Village intends that in entering into an Agreement with a provider of such bus
services, it would be acknowledged in that Agreement that the payment for such services would come
from the RTA and from various business interests within the Village and not from the funds of the Village
itself; and
WHEREAS, in order to gain the substantial funds from the RTA, an Intergovernmental Agreement
dealing with what is hoped to be a one or two-year experiment for this program has been developed.
NOW THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF
THE VILLAGE OF OAK BROOK, DU PAGE AND COOK COUNTIES, ILLINOIS, as follows:
Section 1: The Village President or the Village Manager are hereby authorized to execute
an Intergovernmental Agreement between the Regional Transportation Authority and the Village of Oak
Brook in substantially the form attached to and made a part of this Resolution as Exhibit A.
Section 2: Pursuant to the Intergovernmental Agreement, the Village shall seek proposals
from persons or entities prepared to provide the `last -mile services" as are described within the
Agreement. That Contract with a transportation supplier, which is intended to be fully paid for by funds to
be received from the RTA and from business entities within the Village of Oak Brook, shall come before
the Village Board for its approval.
Section 3: This Resolution shall be in full force and effect from and after its passage and
approval by the Village President.
Resolution 2018- IGA-RTA•LST-MILE-R-1707
A RESOLUTION AUTHORIZING THE EXECUTION
OF AN INTERG04RWE NTAL AGREEMENT
BETWEEN THE VILLAGE OF OAR BROOK ANO
THE REGIONAL TRANSPORTATION AUTHORITY
REGARDING'LAST-MILE SERVICES'
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APPROVED THIS o2 / 4—dav of February, 2018
Go nl
Village President
PASSED THIS 27th day of February, 2018
Ayes Trustees: Baar, Cuevas. Manzo Saived Tiesenga Yusuf
Nays: Non+
Absent.
ATTEST:
folte Pruss
Village Clerk
4890-26868062, v. 1
2
INTERGOVERNMENTAL AGREEMENT
BETWEEN
THE REGIONAL TRANSPORTATION AUTHORITY
AND THE
VILLAGE OF OAK BROOK
REGARDING
PILOT FOR LAST MILE TRANSPORTATION SERVICES
This Intergovernmental Agreement ("Agreement") is made this c-,2 / '0" day of
> r r 2018, by and between the REGIONAL TRANSPORTATION AUTHORITY, an Illinois
municipal corp ration ("RTA") and the VILLAGE OF OAK BROOK (the "Village") (each individually referred
to as a "Party" and collectively referred to as the "Parties") at Chicago, Illinois.
WHEREAS, pursuant to the Intergovernmental Cooperation Act, S ILCS 220/1 et seq., the Village
and the RTA are authorized to enter into this Agreement; and
WHEREAS, the 2018-2023 Regional Transportation Strategic Plan recommends the leveraging of
existing capacity to increase ridership in suburban employment centers through last -mile services;
WHEREAS, the RTA and Village have reached an agreement to share the costs of operating a
demonstration pilot for last mile transportation services; and
NOW, THEREFORE, the Parties hereto, in consideration of the mutual covenants contained
herein, agree as follows:
PURPOSE OF AGREEMENT
The purpose of this Agreement is to memorialize the Parties' intent to cooperate and establish a pilot
projectfoi last -mile connections between Oak Brook, Illinois commercial properties and Metra commuter
rail service.
RTA OBLIGATIONS
The RTA will provide funding, technical guidance and data analysis to assist the Village with development
and operations analysis of the pilot demonstration.
III. VILLAGE OBLIGATIONS
a. Service Provision
The Village will procure the operations, management and marketing of the services from a third party
vendor (ride/service provider) and will coordinate with local corporate partners, as described in this
Agreement. The Village shall make every reasonable effort to provide and support the services as
described in this Agreement. Should service be suspended for any reason, the Village shall endeavor to
restore service as soon as practical. The Village shall have the right to make minor revisions to the service
during the term of this Agreement upon written notification to and concurrence by the RTA. The Village
will not be responsible for any failure to provide the service due to circumstances beyond its control. No
payment shall be due from the RTA during periods when the Village fails to provide service.
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b. Third Party Contracts
I. Procurement Process: The Village must follow a procurement process that complies with
all applicable local, state and federal laws. The Village will obtain RTA written approval
before issuing procurement documents and before executing any contracts for which RTA
will be providing reimbursement. The Village will notify the RTA of any contracts and any
subsequent amendments, within five (5) days of execution. The Village shall provide a
copy of all fully executed contracts and any subsequent amendments to the RTA at the
time of said notice via electronic mail.
2. Contracts: The Village will execute any contracts with a third party vendor within six (6)
months from the execution of this Agreement. Each contract between the Village and any
third party vendor must require the third party vendor to agree to be bound by all the
terms and conditions of this Agreement applicable to third party vendors. The Village
shall be solely responsible for payments to third party vendors.
3. Insurance: In all contracts with third party vendors to provide the service described
herein, the Village shall require the third party vendors to name the RTA as an additional
insured under the third party vendor's general and vehicle liability policy of insurance
with respect to claims asserted against the RTA arising from any covered acts or omissions
of the third party vendors) in connection with the services as described in this
Agreement. The Village shall also require third party vendors to maintain workers'
compensation insurance at the levels required under applicable local, state and federal
law. All third party vendor insurance policies required in this Agreement must be
maintained in amounts comparable to coverage typically held by similarly situated
companies in the industry. Certificate(s) of insurance of said third party vendor
evidencing the insurance coverage required herein should be provided to the RTA within
five (5) days of execution of any contracts entered into between the Village and any third
party vendor. The third party vendor shall bear all responsibility and cannot pass any
liability on the customers.
IV. SCOPE OF SERVICES— RIDE PROVIDERITHIRD PARTY VENDOR
The Village will enter into an agreement with a ride/service provider that will provide at a
minimum, last -mile transit connections that meet the following requirements:
a. Weekday service, except major holidays, between either Metra Union Pacific West Line Elmhurst
station or Metra Burlington Northern Line Hinsdale station and the commercial properties
participating in the project funding.
b. Pick-up at Metra station between 7:00am — 9:30am and at participating properties between
3:30pm — 6:30pm.
C. Maximum wait time at the morning pick-up of 5 minutes after Metra scheduled train arrival and
delivery to Metra station in evening no less than 5 minutes prior to Metra scheduled arrival.
d. Service will be ADA accessible.
e. App -based ride request and payment, with real-time vehicle location/arrival time at pickup
location.
f. App will enable a fee structure which will differentiate between employees of partner properties
and any member of the public to ride between designated pick-up and drop-off locations.
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g. Complete anonymized detail of trip data will be made available (time and location of pick up and
time and location of drop-off) on a weekly basis.
V. PAYMENTTERMS
a. For the first year of the contract between the Village and ride provider/third party vendor, the
Village will invoice the RTA monthly for reimbursement of eighty (80) percent of the services rendered in
the preceding month (monthly fixed cost). Each Invoice will contain a detailed breakdown of the number
rides taken including the time of day, origin and destination of each ride as well as supporting
documentation from the ride provider/third party vendor. The invoice should be directed to the attention
of Peter Fahrenwald, Manager Strategic and Corridor Planning, RTA, at the address set forth in Section
VIII or his designee.
b. During the second year of the contract between the Village and ride provider/third party vendor,
the Village will invoice the RTA monthly reimbursement of fifty (50) percent of the services rendered in
the preceding month and follow the requirements set forth in Paragraph V. a, above.
C. The RTA will pay all amounts properly owing to the Village within thirty (30) days following receipt
of such invoice and supporting documents for the prior month of service.
d. The RTA reimbursement for total costs associated with this Agreement will not exceed the lesser
of one hundred twenty thousand dollars ($120,000) or the total of eighty percent (80%) of the Village's
actual reimbursable expenses for the first year of the contract between the Village and ride provider/third
party vendor. The RTA reimbursement for the second year of the contract between the Village and
ride/provider/third party vendor will not exceed the lesser of fifty percent (50%) or eighty-two thousand
five hundred dollars ($82,500) of the Village's actual reimbursable expenses.
e. The Village shall not be obligated to authorize the ride service until the Village has received
payment from the local corporate partners utilizing the services in the following amounts:
a. During the first year of the contract with the ride provider, the local corporate partners
will pay twenty percent (20%) of the Village's actual reimbursable expenses, notto exceed
thirty thousand dollars ($30,000); and
b. During the second year of the contract with the ride provider, the local corporate partners
will pay fifty percent (50%) of the Village's actual reimbursable expenses, not to exceed
eighty-two thousand five hundred dollars ($82,500).
f. The Village may enter into a contract with a service provider that can be canceled on 14 days'
written notice If it does not receive required payments from the RTA or the local corporate partners. The
Village's contract(s) with the local corporate partner(s) may hold the local corporate partner(s)
responsible for all payments in excess of the amounts to be initially obligated by the local corporate
partner(s) If costs exceed amounts covered by RTA payments.
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Vi. GENERAL TERMS AND CONDITIONS
a. Warranties and Representations
in connection with the execution of this Agreement, RTA and Village each warrant and represent that It
is legally authorized to execute and perform or cause to be performed this Agreement under the terms
and conditions stated herein.
b. Non Liability of Public Officials
No official, employee or agent of RTA or Village will be charged personally by the other party with any
liability or expense of defense or be held personally liable under any term or provision of this Agreement
or because of RTA's or Village's execution or attempted execution or because of any breach hereof.
C. Independent Relationship
The Village is an independent entity and not an employee, agent, joint venture, or partner of the RTA.
Nothing in this Agreement shall be construed as creating any other relationship between the RTA and the
Village.
d. Indemnification
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.
e. Compliance with Laws
The Village represents that in the performance of its duties hereunder, it has complied and shall comply
with all federal, state and local laws, ordinances and regulations. It shall further contractually require any
third party vendor providing services In conjunction with this Agreement to comply with all federal, state
and local laws, ordinances and regulations.
f. Entire Agreement
This Agreement, and any exhibits attached and Incorporated hereto, will constitute the entire Agreement
between the Parties and no other warranties, Inducements, considerations, promises or interpretations,
which are not expressly addressed herein, will be implied or impressed upon this Agreement.
g. Counterparts
This Agreement may be comprised of several identical counterparts, each of which may be fully executed
by the Parties hereto and, once executed, will be deemed an original having Identical legal effect.
h. Authority
The Village and RTA represent that their representatives whose signatures appear below have the power
and authority to enter into this Agreement and to obligate the Village and the RTA to the terms of this
Agreement.
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I. Amendments
No change, amendment, modification or discharge of this Agreement, or any part hereof, will be valid
unless in writing, and signed by the authorized officer(s) of Village and RTA or their respective successors
and assigns.
J. averability
If any provisions of this Agreement will be held or deemed to be or will in fad be inoperative or
unenforceable as applied in any particular case in anyjurisdidion or in all cases because it conflicts with
any other provision or provisions hereof or of any constitution, statute, ordinance, rule of law or public
policy, or for any other reason, such circumstances will not have the effect of rendering any other
provision or provisions herein contained invalid, inoperative, or unenforceable to any extent
whatsoever. The Invalidity of any one or more phrases, sentences, clauses or sections contained in this
Agreement will not affect the remaining portions of this Agreement or any part thereof.
k. Interpretation
Any headings of this Agreement are for convenience of reference only and do not define or limit the
provisions thereof. Words of any gender will be deemed and construed to include correlative words of
the other gender. Words importing the singular number will Include the plural number and vice versa,
unless the context will otherwise indicate. All references to any exhibit or document will be deemed to
Include all supplements and/or amendments to any such exhibits or documents entered into in
accordance with the terms and conditions thereof. All references to any person or entity will be deemed
to include any person or entity succeeding to the rights, duties and obligations of such persons or entities
in accordance with the terms and conditions of this Agreement.
I. Cooperation
RTA and Village agree at all times to use their best efforts to cooperate fully with one another in the
implementation of this Agreement.
M. Audit
The Parties agree to maintain books and records related to the performance of this Agreement and
necessary to support amounts charged to the Village and/or the RTA under the Agreement for a minimum
of three (3) years from the termination of the Agreement. The Parties further agree to cooperate fully
with any audit and to make its books and records, and books and records within its custody or control
available to the RTA, the Village or any other governmental agency or agent thereof that is authorized to
audit or inspect such books and records.
n. Assignment
Neither RTA nor Village will assign, delegate or otherwise transfer all or any part of their rights or
obligations under this Agreement, or any part hereof, unless as approved in writing by the other party.
The absence of written consent will void the attempted. assignment, delegation or transfer and will render
it of no effect.
o. Force Maieure
Neither RTA nor Village will be obligated to perform any of their obligations hereunder if prevented
from doing so by reasons outside of their reasonable control, including, but not limited to, events of
force majeure.
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P. Governing Law
The Parties agree that any disputes which arise as a result of this Agreement will be heard in a court
of competent jurisdiction located in the city of Chicago, Cook County, Illinois.
q. Appropriation
This Agreement is subject to the appropriation of funds by the RTA's Board of Directors. If the RTA fails
to make such an appropriation, the RTA may terminate this Agreement.
VII. TERM: TERMINATION
a. Term
This Agreement will commence as of the date of final execution by both Parties and will continue for
24 months after the date of the commencement of the service but no longer than thirty (30) months
from date of final execution.
b. Termination
This Agreement may be terminated by either RTA or Village for any reason upon ninety (90) days
written notice sent to the other party in accordance with Section VIII below. If the Village fails to
commence service within six (6) months, then the Authority may promptly terminate this Agreement
with thirty (30) days' notice to the Village. The Village may also terminate its obligations with the RTA
on thirty (30) days' written notice in the event the Village does not receive a payment from the RTA
within the time specified in Section V.c. or in that same time period from local corporate partners
which are anticipated by the Parties to pay all costs not paid by the RTA.
Vill. NOTICES
Notices under this Agreement will be sent by first-class prepaid mail and electronic mail to Village
addressed to _Village Manager_ and to the RTA addressed to Peter Fahrenwald, Manager Strategic
and Corridor Planning, Regional Transportation Authority, 175 W. Jackson Blvd., Suite 1650, Chicago, IL
60604, FahrenwaldP@RTACHICAGO.ORG. Said notices will be deemed received five business days
after mailing or upon receipt of electronic mail. Either party may change its address for receipt of
notices at any time by providing written notice to the other Party in accordance with this Section
VIII.
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IN WITNESS WHEREOF, the Regional Transportation Authority and the Village of Oak Brook have caused
this Agreement to be executed by their duly authorized officers.
REGIONAL TRANSPORTATION AUTHORITY
-Al a/ar11g
P. Redden
NMW—
Leanne)
1 y Date
Executive Director ./-d.
i
E OF OAK BROOI
2-27-2018
Signature Date
Name Gopal G. Lalmalani
Title village prr 'clr
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