R2024-318 Resolution Authorizing Intergovernmental Agreement between the City of Decatur, Illinois and Primary Products Ingredients America LLC Regarding Employee, Contractor Use and Transit Fares

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EXHIBIT A 3. City Obligation. A. The City shall permit Primient's active employees and contractors with valid credentials or Primient ID of active employment to use the transit system at all times the transit system is in operation without payment by the individual Primient employer or contractor so long as the current valid Primient ID credential or Primient employee's contractors ID is presented while using the transit system. B. City will track and record the number of Primient employees or contractors or Primient ID for the term of this Agreement and invoice Primient on a quarterly basis for those students. 4. Rate. City shall bill Primient for each Primient employee or contractor utilizing the City's transit system at the adult rate in effect at the time of use by the employee or student. 5. Primient Obligations. Upon receipt of an invoice from the City, Primient agrees to pay to the City the amount invoiced within thirty(30 days of date of invoice. 6. Term. This Agreement shall initially be for the period beginning November 1, 2024, and terminating October 31, 2025, and shall thereafter automatically renew for successive annual terms of November 1 to October 31 under the terms set forth in this Agreement until and unless terminated as provided in this Agreement. 7. Severability. If any provisions or subpart of this Agreement is held to be invalid by any tribunal of competent jurisdiction, such part shall be deemed automatically adjusted, if possible. If not, the provision shall be deemed severed from the Agreement, and all other provisions and subparts shall remain in full force and effect. 8. Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to the formation of an Intergovernmental Agreement between the City of Decatur and Primient. Any representations promises or statements not set forth in this Agreement are of no force and effect and have not been relied upon. 9. Amendment. This Agreement may only be amended by a written instrument signed by each party hereto.