Green Commuter, Inc.
Primary Driver Vanpool Agreement
This Primary Driver Vanpool Agreement is between Green Commuter, Inc.,
a California corporation ("GC"), and the
each as may be amended or modified from time to time by GC, and which
are available on the GC website ( www.greencommuter.org), are
each incorporated into this Agreement. In addition, if GC and Primary
Driver enter into an Overnight Use Supplement, such Overnight Use
Supplement is hereby incorporated into this Agreement. Capitalized
terms used herein, unless otherwise defined, have the meanings set
forth in Section 18. GC and Primary Driver may each be referred to
herein as a "Party" and may be referred to
together herein as the "Parties."
1. Purpose. GC owns or leases a fleet of
electric vehicles which it uses for vanpooling, car sharing and fleet
replacement with the goal of improving people's mobility options while
positively impacting the environment. Primary Driver wishes to
participate in a vanpool arrangement for transportation of people to
and from their places of employment and has agreed to drive the Vehicle
on the Vanpool Route. GC wishes to make the Vehicle available to
Primary Driver for Vanpool Program transportation. This Agreement
establishes the rights and responsibilities of the Parties in this
2. Vanpool Transportation. GC will provide
Primary Driver with the Vehicle to drive on the Vanpool Route at the
times specified on the Trip Schedule. Primary Driver will use the
Vehicle solely to pick up, transport and deliver Passengers via the
Vanpool Route at the times specified on the Trip Schedule, except as
may be described in the Overnight Use Supplement, if applicable. No
specific Vehicle is allocated for such transportation and the Vehicle
may be changed from time to time by GC without notice. This Agreement
is a contract for Primary Driver to drive in the Vanpool Program and
use the Vehicle solely for Vanpool Program transportation.
3. Vanpool Organization.
(a) Vanpool Routes. GC will provide access to its "Ride Match"
system to proposed Vanpool Program drivers and passengers to facilitate
the establishment of Vanpool Routes. GC will determine in its sole
discretion each Vanpool Route, Vanpool Start Date, Origin Points,
Destination Points, Departure Trip Times, Return Trip Times, Vehicle
Return Times and all other operational issues related to the Vanpool
(b) All Drivers Must Be Approved By GC. GC has the continuing
right to approve all Vanpool Program drivers according to GC's driver
eligibility requirements. Only Primary Driver and any Alternate Driver
will use or operate the Vehicle. GC may revoke or suspend Primary
Driver's permission to drive in the Vanpool Program if Primary Driver
fails to meet GC's driver eligibility requirements, fails to abide by
the terms of this Agreement or operates the Vehicle unsafely, as
determined by GC.
4. Driver Eligibility.
(a) Eligibility Criteria. To be eligible to be a driver in the
Vanpool Program, Primary Driver must:
i. possess and maintain a valid U.S. driver's license;
ii. be at least twenty-five (25) years of age;
iii. have a clean driving record (as determined by GC in its sole
discretion) which means that at minimum Primary Driver: has had no
major violations in the past three (3) years, no alcohol or drug
related incidents in the past five (5) years and no more than two (2)
violations or accidents combined in the past three (3) years; and
iv. have a minimum of two (2) years of driving experience in the U.S.
(b) No Guarantee. Satisfying the above criteria does not
guarantee Primary Driver's approval as a driver in the Vanpool Program,
and GC has the continuing right to reassess Primary Driver's approval
to be a driver in the Vanpool Program according to GC's driver
eligibility requirements. Primary Driver will notify GC as soon as
practicable, but in no event later than within twenty-four (24) hours,
in the event of cancellation or lapse of Primary Driver's driver's
5. Primary Driver Responsibilities.
(a) Application and Approval. Primary Driver will complete the
Green Commuter Vanpool Application - Primary Driver honestly and in
full if required. PRIMARY DRIVER IS NOT AUTHORIZED TO DRIVE IN THE
VANPOOL PROGRAM UNTIL PRIMARY DRIVER'S APPLICATION TO BE A DRIVER IN
THE VANPOOL PROGRAM IS APPROVED BY GC AND PRIMARY DRIVER HAS ENTERED
INTO THIS AGREEMENT.
(b) Consent to Monitoring of Driving Record. Primary Driver
authorizes GC to continuously monitor Primary Driver's MVRs for as long
as Primary Driver is a driver in the Vanpool Program. This Agreement
will serve as Primary Driver's signed, written consent allowing GC
(either by itself or through a third party engaged by GC) to order,
review and monitor Primary Driver's MVRs on an ongoing basis. GC, in
its sole discretion, may terminate this Agreement if at any point GC
determines, in its sole discretion based on Primary Driver's MVRs, that
Primary Driver fails to meet the Vanpool Program's driver eligibility
(c) Vanpool Route; Compliance with Agreement and Law. Primary
Driver is responsible for transporting Passengers on the Vanpool Route
at the times described on the Trip Schedule and for operating the
Vehicle pursuant to the terms and conditions of this Agreement and all
applicable municipal, state and federal rules.
(d) Compliance with Safety Guidance. Primary Driver will read
and watch all safety materials provided by GC in person, via email, via
mobile application or on GC's website (www.greencommuter.org) and
comply with the instructions and guidance in such materials.
(e) Parking; EV Charging. Except as provided in the Overnight
Use Supplement, if applicable, Primary Driver will ensure that: (i) the
Vehicle is parked in an assigned parking location as provided by GC,
(ii) the Vehicle is connected to a Charging Station whenever the
Vehicle is parked, and (iii) the Vehicle is adequately charged before
each Departure Trip and Return Trip. Primary Driver will use the
Recharging Card to pay for charging the Vehicle (except for charging
during the Overnight Use Period). Primary Driver will not use the
Recharging Card to recharge any vehicle other than the Vehicle and
Primary Driver will not allow any other person (other than an Alternate
Driver) to use the Recharging Card. Primary Driver is responsible for
all costs related to Primary Driver's improper charging of the Vehicle,
including charging the Vehicle with an incompatible charging station or
misusing the Recharging Card.
(f) Vehicle Checking; Checklist. Primary Driver will conduct a
visual inspection of the Vehicle prior to the beginning of each Trip in
the manner described by GC and will report the results electronically
via the Vehicle's touch-screen display monitor, via the mobile
application or by calling GC. In addition, Primary Driver and GC will
complete an inspection of the Vehicle together prior to the first use
of Vehicle and at the end of the Term.
(g) Vehicle Maintenance; Equipment; No Modification to Vehicle. Primary Driver will maintain the
Vehicle in a clean condition in accordance with the Vanpool Rules.
Primary Driver may install any additional equipment in the Vehicle only
with GC's prior written consent and any such equipment must be
compatible with the Vehicle and installed and used according to the
Vehicle manufacturer's instructions and any instructions provided with
the equipment. Primary Driver will follow all applicable local
ordinances and signage regarding Primary Driver's use of any such
equipment on the Vehicle. Primary Driver will not make any
modifications to the Vehicle without the express prior written
permission of GC including disabling the remote access feature of the
Vehicle, if applicable. In addition, Primary Driver will not remove any
decal, sticker, permit, hanging tag, or similar item from the Vehicle
without the express written permission of GC. Primary Driver is
responsible for all costs, fees, and charges that may be assessed by GC
(at its sole discretion) due to any modifications or removal of any
decal, sticker, permit, hanging tag, or similar item by Primary
Driver's act or omission.
(h) Alternate Driver; Passengers. There must be a Primary Driver
and one (1) Alternate Driver available to drive the Vanpool Route at
all times. If Primary Driver or at least one (1) Alternate Driver will
no longer be available and authorized by GC to drive the Vanpool Route
for any reason, Primary Driver will cooperate and assist GC to identify
and report to GC for its authorization a replacement Alternate Driver.
Each Alternate Driver must enter into a separate agreement with GC.
Reporting Accidents, Breakdowns, Damage, Theft or Injuries
(a) Vehicle Incidents. Primary Driver will report any accidents
in which the Vehicle is involved, mechanical breakdowns or malfunctions
of the Vehicle, or theft or vandalism of the Vehicle to GC as soon as
practicable, but in no event later than within twenty-four (24) hours,
after such incident and will complete and file an incident report
within twenty-four (24) hours of the incident. Primary Driver will
follow the incident reporting protocol available on GC's website or
located in the glove compartment of the Vehicle. GC will work with
Primary Driver to attempt to find a reasonable solution for the period
of time that the Vehicle is inoperable due to accident damage,
mechanical failure, or theft and will arrange to have that Vehicle
towed to a service facility selected by GC if the Vehicle is
(b) Passenger Incidents. Primary Driver will report any
accident, incident or injury involving a Passenger that occurred in or
around the Vehicle but that was unrelated to the operation of the
Vehicle (such as a Passenger falling while disembarking) as soon as
practicable, but in no event later than within twenty-four (24) hours
after the incident, to GC, and will thereafter, at GC's request,
complete and file an incident report within twenty-four (24) hours of
Consent to Release Information; SMS Notifications
(a) By entering into this Agreement, Primary Driver agrees to allow GC
to provide information regarding the Vanpool Program and the Vehicle,
including information that may relate to Primary Driver's participation
in the Vanpool Program, to agencies or organizations that provide
grants, subsidies or other financial assistance to GC including in
connection with grant applications or mobility discount applications
made by GC or subsidy applications made by or on behalf of Passengers.
Primary Driver acknowledges and understands that grants and subsidies
contribute to helping GC achieve its goal of improving people's
mobility options while positively impacting the environment.
(b) GC may send SMS (text message) notifications to Primary Driver.
Primary Driver has the right to opt-out of this type of notification.
8. GC Responsibilities. GC will: (i) at its
expense (in conjunction with the Vehicle owner if not GC) title,
register and license the Vehicle; (ii) provide the Vehicle for Primary
Driver to use to drive the Vanpool Route in the Vanpool Program and
render such other reasonable assistance as may be required for the
functioning of the Vehicle; (iii) maintain and provide access to the
"Ride Match" software; (iv) be responsible for the cost of charging the
Vehicle (except for electricity used during the Overnight Use Period
and except when an employer is responsible for the cost of electricity
according to any agreement between the employer and GC); (v) establish
a Guaranteed Ride Home Program; (vi) provide transportation if the
Vehicle breaks down; (vii) perform regular and necessary inspections
and maintenance of the Vehicle, and (viii) deliver the Vehicle to
Primary Driver prior to the first Trip.
9. Return of Vehicle.
(a) Timely Return. Primary Driver will return the Vehicle at the
location specified by GC: (i) on a daily basis, on or prior to each
Vehicle Return Time, (ii) at the end of the Term, and (iii) on demand
by GC. Late return fees will not be charged to driver when abnormal
circumstances occur (road closure, unsafe road conditions, acts of god,
etc.) and the driver has shown efforts to return the vehicle on a
timely matter. Primary Driver will return the Vehicle in the same
condition as when Primary Driver accessed it, except for ordinary wear
and tear and diminished charge state. If Primary Driver is unable to
return the Vehicle on time, Primary Driver will promptly contact GC to
notify it of the Vehicle's location and will cooperate fully with GC
for return of the Vehicle and in establishing alternative arrangements
(b) Late Return. As the Vehicle may be used by GC for several
other purposes when not in use for Vanpool Program transportation, it
is essential to the operation of GC's business that Primary Driver
returns the Vehicle prior to each Vehicle Return Time. Due to changing
traffic conditions, GC allows drivers to return the vehicle up to 1
hour after the scheduled return time without incurring any fees. Late
returns are not permitted and may be subject to penalty fees as
described on the Fee Schedule, and may be grounds for Primary Driver's
suspension or the termination of this Agreement. Failure to return the
Vehicle within five (5) days of the termination of this Agreement may
cause the Vehicle to be considered embezzled by Primary Driver under
Section 10855 of the California Vehicle Code which provides in
pertinent part that: "Whenever any person who has leased or rented a
vehicle willfully and intentionally fails to return the vehicle to its
owner within five days after the lease or rental agreement has expired,
that person shall be presumed to have embezzled the vehicle." In the
event Primary Driver fails to return the Vehicle to GC within five (5)
days of the end of the Term, GC may notify police of Primary Driver's
failure to return the Vehicle and Primary Driver releases and
discharges GC from any liability and all claims of any nature arising
out of such notification. In addition, subject to applicable law, GC
has the right to recover the Vehicle without notice at any time, at any
place, and by a recovery method of GC's choosing if Primary Driver
fails to return the Vehicle on or prior to the Vehicle Return Time
regardless of whether Primary Driver may have violated such Section
10855 and Primary Driver waives all claims for damages connected with
such seizure or repossession.
Other Uses of Vehicle; Vehicle Tracking; No Guarantee of
. Primary Driver acknowledges and agrees that it is essential to GC's
goal of providing mobility options while positively impacting the
environment that the Vehicle is used for multiple purposes and
accordingly that the Vehicle will be employed in other uses when not in
use for Vanpool transportation. Thus, Primary Driver acknowledges and
agrees as follows:
(a) Allocated Use. Except as may be described on the Overnight
Use Supplement if applicable, GC has the exclusive right to use the
Vehicle between each Departure Trip and Return Trip and during the
period between each Return Trip and Departure Trip, and that Primary
Driver has no rights to use or access the Vehicle during those times.
(b) GPS Vehicle Tracking; Electric Charge Monitoring. GC has an
interest in the timely delivery of the Vehicle, in tracking and
locating the whereabouts of the Vehicle and monitoring the level of the
Vehicle's electric charge. Each Vehicle is equipped with telematics
technology including a global positioning system, an event data
recorder, and/or another telematics system (collectively, " GPS"). GC (either itself or through a third
party it appoints) may monitor the Vehicle through such systems at any
time; such monitoring may include the collection of Vehicle data,
including: location, odometer, tire pressure, state of battery charge,
diagnostic codes, rate of acceleration and deceleration and other
elements GC deems necessary. In addition, GC (either itself or through
a third party it appoints) may monitor Primary Driver's location and
driving behavior through GPS including Primary Driver's speed, the rate
at which Primary Driver accelerates or decelerates the Vehicle, and
other driving behaviors.
Primary Driver acknowledges and agrees that: (a) the following
persons may have access to the information supplied by GPS: (i) GC
and any third party it appoints, (ii) the operators of GPS, and
(iii) other third parties; (b) Primary Driver should have no
expectation of privacy related to Primary Driver's use of the
Vehicle; and (c) GC, in its sole discretion, may assert a financial
penalty, suspend Primary Driver's permission to be a driver in the
Vanpool Program, or terminate this Agreement if GC determines, in
its sole discretion based on information from GPS, that Primary
Driver has breached the terms of this Agreement or no longer meets
GC's driver eligibility requirements.
(c) No Guarantee of Map Data Accuracy. The maps, directions and
location information provided by GPS in the Vehicle may not be accurate
and such information is not guaranteed by GC or any other party.
Primary Driver should use Primary Driver's own sense and best judgment
when operating the Vehicle and should not rely solely on GPS contained
within the Vehicle. GC is not responsible for the function of GPS or
other system included with the Vehicle.
11.Vanpool Fees and Charges; Payment; Collections.
(a) Amounts Due. In addition to the Monthly Fee (as listed on
the Fee Schedule), Primary Driver is also responsible for paying all
other amounts due described in this Agreement including Third Party
Fees, Processing Fees, any applicable amounts listed in the Fee
Schedule, and all amounts for which Primary Driver is responsible under
this Agreement in the case of damage, loss, bodily injury or third
party claims as described in Section 15, all including any applicable
(b) Change in Fee. GC may change any fee described in this
Agreement at any time upon thirty (30) days' prior written notice to
Primary Driver, Alternate Drivers, and Passengers.
(c) Late Payment. If Primary Driver does not timely pay any
amount due under this Agreement, GC may suspend Primary Driver's
permission to be a driver in the Vanpool Program. If any amount due
under this Agreement is not paid within thirty (30) days after the date
due for payment, Primary Driver will pay GC a late fee of the lesser of
five percent (5%) of the late payment or the highest amount permitted
by applicable law, which is a reasonable estimate of GC's costs in
administering such late payment.
(d) Payment Vouchers. GC reserves the right to determine which
payment vouchers are authorized and acceptable to GC as valid payment
toward the Monthly Fee (as listed on the Fee Schedule). Primary Driver
is responsible for submitting any payment vouchers provided by
Alternate Drivers or Passengers to GC. If Primary Driver uses a payment
voucher to provide fees to GC, a credit will not be provided to Primary
Driver if the amount of the voucher exceeds the Monthly Fee (as listed
on the Fee Schedule).
(e) Third Party Collection. Primary Driver agrees that GC or any
third party collection company whom GC may appoint may access the
personal information provided to GC by Primary Driver in order to
collect on any fees or any other amounts due under this Agreement that
are not paid within thirty (30) days after the date due for payment and
that GC may provide such third party collection agents with any
information regarding fees or any other amounts for which Primary
Driver is responsible and any other information that GC may determine
is necessary in GC's sole discretion.
12. Third Party Fees. Primary Driver is solely
responsible for any fees, fines, tickets, citations, violations and
tolls (including parking, speeding or criminal offenses or violations)
and any resulting or related fines, fees, expenses, penalties or other
amounts due ("Third Party Fees") incurred
while the Vehicle is in Primary Driver's possession. GC may use third
party companies to assist in the collection of, processing of, and
payment of Third Party Fees. If GC receives a notice of an unpaid Third
Party Fee, Primary Driver will be charged the cost of the Third Party
Fee and may also be charged a reasonable estimation of GC's cost (or a
third party company appointed by GC's cost) of administering the
payment of a Third Party Fee (" Processing Fees"). Accordingly, Primary
Driver authorizes GC to release information regarding Primary Driver,
including Primary Driver's credit card or debit card details on file
with GC, to such third party companies, or the charging authority
assessing the Third Party Fee against Primary Driver, for the sole
purpose of processing, billing and/or collecting such Third Party Fees.
Processing Fee amounts are subject to change from time to time and
without notice. Primary Driver will report any Third Party Fee to GC
within twenty-four (24) hours.
13. Term; Termination.
(a) Term. This Agreement will continue in effect during the
Term, unless earlier terminated as provided herein.
(b) Termination. This Agreement will be terminated as follows:
i. If either Primary Driver or GC gives the other not less than thirty
(30) days' notice.
ii. Immediately if GC gives Primary Driver notice for cause (all as
determined by GC in its sole discretion) including Primary Driver's:
(i) failure to pay any of the amounts due under this Agreement when
due; (ii) breach of this Agreement; (iii) operation of the Vehicle in
an unsafe manner as determined by GC in its sole discretion; and/or
(iv) failure to continue to meet the Vanpool Program's driver
eligibility requirements including the suspension, revocation, expiry,
surrender or loss of Primary Driver's driver's license.
(c) Effect of Termination. The thirty (30) day notice period
will begin from the time GC or Primary Driver sends such notice, as
applicable. With respect to any termination or cancellation of this
Agreement, Primary Driver will remain responsible for any amounts due,
fees, costs, or expenses incurred prior to the termination of this
Agreement and will not receive any refund for Vanpool Program services.
Upon termination, all of Primary Driver's rights to use GC's services
and the Vehicle will immediately terminate.
Suspension of Permission to Drive in Vanpool Program; Penalty Fees
. Without prejudice to GC's remedies under Section 13(b), if GC, in its
sole discretion, determines that Primary Driver fails to meet the
Vanpool Program's driver eligibility requirements, or that Primary
Driver has breached this Agreement, it may suspend permission for
Primary Driver to drive in the Vanpool Program until Primary Driver
once again meets its driver eligibility requirements or for such length
of time as GC may determine in its sole discretion, respectively. This
Agreement will remain in full force during any such suspension period,
and Primary Driver will remain responsible for all obligations
including payment obligations. However, Primary Driver will not be
allowed to drive the Vehicle during any time in which Primary Driver's
permission to be a driver in the Vanpool Program is suspended. Nothing
in this section will limit GC's authority to terminate this Agreement
(and therefore terminate Primary Driver's permission to drive in the
Vanpool Program) pursuant to Section 13 or assess financial penalties
for breaches of this Agreement.
Assumption of Risk; Release of Liability; Indemnification
(a) Assumption of Risk; Release of Liability. Alternate Driver's involvement in the Vanpool Program is knowing, voluntary and made for his or her personal transportation. Alternate Driver understands and has considered the risks involved, and Alternate Driver voluntarily and freely chooses to assume these risks. Accordingly, Alternate Driver fully and forever releases and discharges GC and its directors, officers, shareholders, employees and agents (collectively with GC, the "GC Parties") from any and all injuries, death, losses, damages, claims, including negligence claims, demands, lawsuits, expenses, and any other liability of any kind, of or to Alternate Driver, his or her property, or any other person, directly or indirectly arising out of or in connection with participation in the Vanpool Program, even if it is due to the negligence, injudicious act, omission or other fault of GC.
(b) Indemnification. Primary Driver will defend, indemnify, hold
harmless and reimburse the GC Parties from and for all damages, losses,
costs, or expenses, including attorneys' fees, incurred by any of the
GC Parties or paid by any of them to any person in respect of any
accident, injury, death, loss, or property damage, however caused
resulting from, arising out of, or otherwise in connection with Primary
Driver's participation in the Vanpool Program, including without
limitation, Primary Driver's breach of any of the provisions of this
Agreement or Primary Driver's willful or negligent action or omission
in the operation of the Vehicle or in connection with participation in
the Vanpool Program, if the driver is found at fault of such accident
15. Insurance; Risk of Loss.
a) Responsibility for Bodily Injury and Third Party Claims; Insurance Coverage. GC will, at its own expense, obtain and maintain in effect during the term of this Agreement insurance coverage for Primary and Alternate Drivers up to $5,000,000 per occurrence for bodily injury, personal injury and property damage. This coverage also includes medical payment limits up to $5,000 per person/per accident.
(b) Exclusions and Limitations. The exclusions from insurance provided by GC include, but are not limited to: (a) losses arising from: (i) any obligation for which Primary Driver or any insurance carrier may be held liable under any Worker's Compensation law or any similar law, rule or regulation, (ii) any obligation assumed by Primary Driver under any express or implied contract, or (iii) any liability of Primary Driver arising while the Vehicle is being operated or used not in compliance with this Agreement. The insurance coverage provided by this Section 15 applies only to the Vehicle and the use and operation of the Vehicle by drivers approved by GC to drive in the Vanpool Program. GC will not be responsible to any party for any loss of income, inconvenience or other damages sustained as a result of an interruption of services to be furnished by GC. It is expressly understood neither GC nor any insurance provider of GC will be responsible for any person's lost, stolen, or damaged property in or from the Vehicle.
(c) Cooperation. Upon receipt, Primary Driver will immediately send to GC each request, demand, order, notice, summons or other pleading received in connection with any accident involving the Vehicle. Primary Driver will cooperate fully with GC, any insurer of GC and other agents or representatives in all accident investigations and settlements. Primary Driver will not assume any obligation, make or commit to make any payment or incur any expense on GC's behalf without its prior written consent.
(d) Disclaimer of Liability. GC disclaims any liability for any and all losses incurred or sustained by, or imposed upon, GC OR ANY OF THE GC PARTIES based upon, arising out of, with respect to or by reason of any WILLFUL or negligent action or omission by ANY DRIVER or any PASSENGER INCLUDING IF ANY DRIVER FAILS TO TRANSPORT ANY PASSENGER ON A VANPOOL TRIP. GC DISCLAIMS ANY AND ALL LIABILITY FOR RIDE MATCH SYSTEM MALFUNCTIONS OR SOFTWARE DYSFUNCTION.
16. Dispute Resolution.
(a) Informal Resolution. If a Dispute arises under this
Agreement, the Parties will first attempt in good faith to resolve the
Dispute by negotiation and consultation between or among themselves.
(b) Arbitration. In the event that a Dispute is not resolved on
an informal basis within fifteen (15) days after one Party provides
notice to the other Party of such Dispute, then the Dispute, including
the determination of the scope or applicability of this Agreement to
arbitrate, will be determined by arbitration in Los Angeles,
California, or another location agreed to by the parties. The
arbitration will be administered by ADR Services, Inc. (or its
successor). The arbitration will be held before a sole arbitrator and
will be binding with no right of appeal.
(c) Conduct of Arbitration. The arbitration will be conducted
pursuant to the ADR Services Standard Arbitration Rules. The
arbitration will be commenced by filing a demand for arbitration with
the administrator of ADR Services and serving the demand on the
opposing party. The responding party may file a response and/or a
counter-claim within fifteen (15) calendar days. If no response is
filed, all the allegations of the demand will be deemed denied.
(d) Selection of Arbitrator. The parties involved in the Dispute
will select an arbitrator by mutual agreement through ADR Services
within thirty (30) calendar days of the date the demand for arbitration
is filed. If the parties are unable to agree on the selection of an
arbitrator within such time, the senior administrator of ADR Services
will select an independent arbitrator.
(e) Costs. The arbitrator may determine how the costs and
expenses of the arbitration will be allocated between the Parties, and
may award attorneys' fees.
(a) Vanpool Use Only; Independent Status. This Agreement is for
participation in the Vanpool Program and the provision of a vehicle for
vanpool use only, and Primary Driver will not have or acquire any
right, title or interest in or to a Vehicle except the right to use and
operate a Vehicle as provided in this Agreement. Primary Driver is in
no way the agent of GC in possessing, using or operating any Vehicle.
Nothing in this Agreement will be construed to create a partnership,
joint venture, agency or employment relationship between GC and Primary
Driver. Primary Driver will have no authority to enter into agreements
of any kind on behalf of GC, or otherwise bind or obligate GC in any
manner to any third party, by virtue of the relationships contemplated
by this Agreement.
(b) GC's Rights. GC may remove the Vehicle from use at any time
at its sole discretion. PRIMARY Driver is taking Possession of Vehicle
and any optional accessories "as is" and GC excludes all warranties,
both express and implied, with respect to the Vehicle and any optional
accessories including any implied warranty of MERCHANTABILITY or
fitness for a particular person. The foregoing does not affect any
warranties which cannot be excluded or limited under applicable law.
(c) Entire Agreement. This Agreement, including the Fee
schedules or exhibits comprise the entire agreement between and among
the parties relating to the subject matter of this Agreement.
(d) No Assignment or Lease. Primary Driver will not assign this
Agreement or Primary Driver's rights or responsibilities under this
Agreement to any other party. Primary Driver will not: (i) allow anyone
else except an Alternate Driver to drive the Vehicle, (ii) sublease the
Vehicle, or (iii) assign or delegate any of his or her rights, duties
or obligations under this Agreement.
(e) Governing Law. This Agreement will be governed by the
internal laws of the state of California.
(f) Interpretation. The headings in this Agreement are for reference only and will not
affect the interpretation of this Agreement. Unless the context
requires otherwise, the term "including" means "including but not
(g) Number and Gender. Whenever the context requires, references
in this Agreement to the singular number includes the plural, the
plural number includes the singular and words denoting gender include
the masculine, feminine and neuter.
(h) Survival. All terms of this Agreement, which by their nature
extend beyond its termination, including responsibilities for amounts
due and indemnification, will remain in effect until fulfilled.
(i) Severability. If any term or provision of this Agreement is
invalid, illegal or unenforceable in any jurisdiction, such invalidity,
illegality or unenforceability will not affect any other term or
provision of this Agreement or invalidate or render unenforceable such
term or provision in any other jurisdiction.
(j) No Third-Party Beneficiaries. This Agreement is for the sole
benefit of the Parties and nothing in this Agreement, express or
implied, is intended to or will confer upon any other person or entity
any legal or equitable right, benefit or remedy of any nature
whatsoever under or by reason of this Agreement.
(k) Amendment and Modification; Waiver. GC reserves the right to
change the terms of the Agreement, including all attachments, from time
to time. No failure to exercise, or delay in exercising, any right,
remedy, power or privilege arising from this Agreement will operate or
be construed as a waiver thereof or preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or
(l) Counterparts. This Agreement may be executed in
counterparts, each of which will be deemed an original, but all of
which together will be deemed to be one and the same agreement. A
signed copy of this Agreement delivered by facsimile, e-mail or other
means of electronic transmission will be deemed to have the same legal
effect as delivery of an original signed copy of this Agreement.
(m) Notices. Notice from GC to Primary Driver for all matters
related to, or arising out of, this Agreement will be in writing and
will be provided: (i) to the mailing address GC has on file for Primary
Driver by certified mail, return receipt requested, or overnight
delivery service such as UPS or FedEx, (ii) electronically via email to
the email address GC has on file for Primary Driver, or (iii) via the
GC mobile application or website. Notice from Primary Driver to GC for
all matters related to, or arising out of this agreement will be in
writing and will be provided: (i) to GC's mailing address listed below
by certified mail, return receipt requested, or overnight delivery
service such as UPS or FedEx, (ii) electronically via email to GC's
email address listed below, or (iii) via the GC mobile application or
(n) Electronic Document Form and Signature. For contractual
purposes, Primary Driver: (i) consents to receive communications from
GC in electronic form; and (ii) agrees that all terms and conditions,
agreements, notices, disclosures and any other communications that GC
provides to Primary Driver electronically satisfy any legal requirement
that such communications would satisfy if they were in a print-on-paper
writing. If Primary Driver signs this Agreement electronically, such
signature constitutes Primary Driver's legal signature (" E-Signature"), acceptance and agreement as if
this Agreement were actually signed by Primary Driver on a
print-on-paper writing. Primary Driver also agrees that no
certification, authority or other third party verification is necessary
to validate Primary Driver's E-Signature and that the lack of such
certification or third party verification will not in any way affect
the enforceability of Primary Driver's E-Signature or any resulting
contract between Primary Driver and GC.
18. Definitions. As used in this Agreement, the
following terms have the meanings set forth below.
"Agreement" means this Vanpool Agreement by
schedules and exhibits, and agreements incorporated herein by reference
including the Vanpool Rules, the Fee Schedule, the User Guide, and the
from time to time by GC, and which are available on the GC website, and
the Overnight Use Supplement, if applicable.
"Alternate Driver" means a person who has
been approved in writing by GC to drive a Vehicle in the Vanpool
Program and who has entered into a separate agreement with GC governing
his or her participation as an alternate driver in the Vanpool Program.
"Charging Station" means an electric vehicle
charging station compatible with the Vehicle.
"Departure Trip" means any Trip on Vanpool
Route by which Primary Driver or Alternate Driver picks up Passengers
at the Origin Point(s) and drives the Passengers to the Destination
"Departure Trip Time" means the time at which
the Vehicle is scheduled by GC to leave the Origin Point(s) for each
Trip. The Departure Trip Time may be different for Trips on different
days of the week.
"Destination Point(s)" means the end point(s)
on Vanpool Route where Passengers are dropped off near their workplace.
"Dispute" means a dispute, claim or
controversy arising out of or relating to this Agreement or the breach,
termination, enforcement, interpretation or validity thereof.
"Driver" means a person who has been approved
in writing by GC to drive a Vehicle in the Vanpool Program and who has
entered into a separate agreement with GC governing his or her
participation as a driver in the Vanpool Program.
"MVRs" mean Primary Driver's motor vehicle
records and/or driving records from any state in which Primary Driver
has been licensed including, but not limited to, information on Primary
Driver's license, citations, violations, points, and convictions.
"Origin Point(s)" means the location(s) where
Vanpool Route begins where the Passengers will be picked up by Primary
Driver or Alternate Driver in order to be driven along Vanpool Route to
reach the Destination Point(s).
"Overnight Use Period" will have the meaning
ascribed to such term in the Overnight Use Supplement.
"Overnight Use Supplement" means the
Overnight Use Supplement that may be attached as a schedule to this
Agreement, if applicable.
"Passenger" means each of the passengers
registered with and approved by GC to participate in the Vanpool
Program and who have entered into a separate agreement with GC
governing such participation in the Vanpool Program.
"Recharging Card" means the GC electric
charging payment card located in the glove box of the Vehicle.
"Return Trip" means each Trip by which
Primary Driver picks up Passengers at the Destination Point(s) and
returns them to the Origin Point(s).
"Return Trip Time" means the time at which
the Vehicle is scheduled by GC to leave the Origin Point(s) for each
Trip. The Return Trip Time may be different for Trips on different days
of the week.
"Term" means the term of the Agreement,
commencing on the last date provided in the signature blocks below and
continuing on a month to month basis until terminated as provided in
"Trip" means each trip the Vehicle is
scheduled to make along Vanpool Route.
"Trip Schedule" means the schedule determined
by GC that describes the Origin Point(s), the Destination Point(s), the
Departure Trip Time for each Trip, the Return Trip Time for each Trip,
and the Vehicle Return Time for each Trip.
"Vanpool Program" means the vanpool
arrangement operated by GC for transportation of people to and from
their places of employment as described in this Agreement.
"Vanpool Route" means a vanpool route
determined by GC between Origin Point(s) and Destination Point(s).
"Vanpool Start Date"
means the date that the Vehicle is first used to travel the Vanpool
"Vehicle" means any and all electric vehicles
allocated by GC for Vanpool Program transportation as described in this
"Vehicle Return Time" means the time
determined by GC for the driver to return the Vehicle to GC's
designated parking space at the end of each Trip.
GREEN COMMUTER, INC.:
525 Hewitt Street
Los Angeles, California 90013
Email Address: email@example.com
BySignature is confirmed by completion of the form accompanying the legal agreement.
Vanpool Rules for Primary Drivers, Alternate Drivers,
and Passengers of Green Commuter Vanpools
The vanpool rules (the "Vanpool Rules") below
are the rules and procedures that Green Commuter, Inc. (" GC") requires participants in the Vanpool
Program to follow. All capitalized terms used herein and not otherwise
defined shall have the meanings ascribed to such terms in the Vanpool
Agreement entered into by Primary Driver, Alternate Driver or
Passenger, respectively. Within the Vanpool Rules, Primary Drivers and
Alternate Drivers will be referred to together as "Driver", and " Passengers" means the passengers registered
with and approved by GC to participate in the Vanpool Program and who
have each entered into a separate agreement with GC governing such
participation in the Vanpool Program. Driver must abide by all rules
set forth for Passengers in addition to the Driver requirements.
Use of the Vehicle
. Driver will only drive the Vehicle along the Vanpool Route GC
instructs such Driver to drive (and pursuant to the Trip Schedule
for such Vanpool Route). The Vehicle will not be used or operated
(by Driver or by anyone else through an act or omission of Driver)
outside of California;
by anyone other than Driver;
by anyone under the influence of drugs or alcohol in violation
of Section 23152 of the California Vehicle Code;
by anyone under the influence of any prescription or
non-prescription drug for which driving during use is not
recommended on the label, or by reasonable opinion of a
pharmacist or doctor, or after the driver has consumed,
vaporized, smoked, inhaled, injected, or otherwise "used" any
illegal, restricted, or controlled substances or drugs;
in adverse weather conditions in which Driver does not feel
safe or comfortable driving;
to propel or tow any trailer or other vehicle;
to engage in a race, speed contest, or illegal purpose;
upon roads other than paved public highways or paved or
suitable graded private roads or driveways, or over bridges
posted for a maximum weight of three (3) tons or less;
without all passengers obeying all applicable seat-belt laws;
for transporting any property deemed hazardous by reason of
being flammable, explosive, fissionable or corrosive, or any
drugs or contraband material;
loaded beyond the manufacturer's stated passenger capacity;
for carrying passengers other than in the interior or cab of
for picking up or driving anyone other than persons approved by
GC to ride on the applicable Vanpool Route;
while operating devices that require one or both hands while
driving, including but not limited to cell phones, interactive
vehicle screens, mobile computers, or devices that allow
texting, or without following any applicable local laws and
regulations relating to mobile phone use;
while wearing any device that limits the driver's ability to
hear, see, and otherwise judge driving conditions;
without following all applicable laws governing headphone use
for use as a for-hire vehicle, for commercial purposes, or
personal use (except for such uses as part of the Vanpool
Program or as permitted via an Overnight Use Supplement, if
to carry out a crime or participate in any other illegal
under circumstances where fraudulent information was provided
to GC or under circumstances where false information was
provided to GC and GC would not have rented or provided the
Vehicle if GC had instead received true information;
while committing or involved in the commission of a crime;
in a reckless, wanton, or negligent manner;
in excess of any posted speed limits;
in violation of any municipal, state, and federal rules
regarding driving and operation of the Vehicle; and
when further use of the Vehicle would cause it damage
(including when there is an active warning light, flat tire, or
an unusual noise).
. Driver must report any abnormal incidents (such as passenger
conflict, the Vehicle arriving late to a Destination Point,
accidents, etc.) to GC as soon as practicable and no later than any
applicable timeframes described in the Agreement.
. If a Driver needs to be absent from work and cannot drive a
Vanpool Route for which such driver is responsible as determined by
GC, such Driver is responsible for making sure that an Alternate
Driver is available to drive such Vanpool Route.
. Driver must be responsive to traffic, construction, police, and
emergency personnel warning lights.
No Personal Errands
. Except during the Overnight Use Period (if applicable), Driver
will only use the Vehicle to transport Passengers on the Vanpool
Route for which Driver is responsible as determined by GC and at
the times described on the Trip Schedule and will make no other
stops except at intersections along such Vanpool Route except in
the case of an emergency.
Driver Will Only Drive Passengers
. No person other than Driver or Passengers may be driven in the
Vehicle by Driver.
. Seatbelts must be worn at all times in the Vehicle.
Arriving to Origin Point and Destination Point on time
. Passengers must be prompt for the Departure Trip Times and the
Return Trip Times. Passengers may discuss a grace period with their
fellow Passengers on their Vanpool Route. Passengers should notify
the Driver of the Vanpool Route on which they ride any time they
anticipate being late.
. Passengers are also responsible for notifying Driver of the
Vanpool Route on which they ride about any planned absences. GC
will provide a Guaranteed Ride Home Program in the case of an
Respecting Driver's Need to Drive
. Passengers have a responsibility to respect Driver's need to
drive. Passengers will not be too loud or boisterous in the Vehicle
and must give Driver quiet if requested. Any music in the Vehicle
will either be decided upon by the group and approved by Driver or
will be listened to via headphones.
. Pets are only allowed in the Vehicle if transported within pet
carriers. If any pet causes the Vehicle to become dirty a fee may
apply. Service animals need not be transported in carriers.
No Smoking, Drinking Alcohol or Using Illegal Drugs in the
. Smoking (including electronic cigarettes), drinking alcohol and
using illegal drugs is prohibited at all times in GC vehicles.
. Passengers are required to remove all trash and personal
belongings from the Vehicle. GC is not responsible for lost or
. All Passengers must be employees commuting to or from work.
This Fee Schedule (the "Fee Schedule") is a part
of and is incorporated into Green Commuter, Inc.'s (" GC") Primary Driver Vanpool Agreement and
Alternate Driver Vanpool Agreement (each an " Agreement"). Capitalized terms have the meanings
set out below; any capitalized terms used in the Fee Schedule and not
defined herein will have the meanings ascribed to such terms in the
respective Agreement entered into by the Primary Driver or Alternate
Driver. Within this Fee Schedule Primary Drivers and Alternate Drivers will
be referred to together as "Driver".
Fees are Subject to Review; Driver is Responsible for all Fees:
The charges shown on the above Itemized Fee List are not final and are
subject to GC's review and recalculation. Driver will pay any undercharges
and will receive a refund for any overcharges. The fees shown on the
Itemized Fee List may not be inclusive of all costs and charges for which
Driver may be responsible in connection with this the Agreement. For
example, Driver may incur Third Party Fees or late return fees that cannot
be anticipated at the time of executing the Agreement and thus cannot be
listed in the Itemized Fee List. Driver is responsible for all charges,
costs, and fees connected to Driver's use of the Vehicle under the
Agreement as determined in GC's sole discretion.
Due Date for Amounts Due Other than the Monthly Fee
: All charges, costs, fees, and other amounts due under the Agreement other
than the Monthly Fee shall be due immediately once incurred.
Acceptable Forms of Payment
: Driver will pay the amounts due under the Agreement with any major U.S.
credit card or debit card. If the payment of any amount due is rejected by
the credit card or debit card Driver provides, Driver's permission to be a
driver in the Vanpool Program may be suspended. Driver may also pay by
electronic funds transfer, check, corporate payment, or Automated Clearing
Permission to Charge All Fees to Credit or Debit Card
: Subject to applicable California law, by entering into the Agreement
Driver gives GC explicit permission to automatically charge all fees,
costs, and charges incurred pursuant to the Agreement to the credit or
debit card Driver has on file with GC.
Credit Card Declination Fees:
Driver is solely responsible for any credit card declination fees.
Late Return Fee:
As GC may use the Vehicle for several other purposes when not in use for
the Vanpool Program, it is imperative that Driver returns the Vehicle
promptly at the end of each Trip or Overnight Use Period, if applicable. GC
reserves the right to assess a late return fee against Driver if Driver
returns the Vehicle late, other than in abnormal circumstances (road
closure, unsafe road conditions, acts of god, etc.) Minimum late return fee
Loss of Vehicle Key Fob:
If a vehicle key fob is lost while the Vehicle is in Driver's possession,
Driver is responsible for paying the cost of replacing the key fob
(currently such cost is $600 for the Tesla Model X).
Late Payment Fee
: If the fees or any other amount due under the Agreement are not paid
within thirty (30) days after the date due for payment, GC may charge a
late fee of the lesser of five percent (5%) of the late payment or the
highest amount permitted by applicable law, which is a reasonable estimate
of GC's costs in administering such late payment including any collections
costs which include, but are not limited to, insufficient funds fees,
reasonable attorney's fees and all court costs.
Failure to plug in charger:
If Driver fails to plug in the vehicle after use and a charger is
available, a $25 failure to plug in charger fee will be assessed.
Supercharger Fees: Customer is responsible for monitoring vehicle charge rate while on a Tesla charger. It is Tesla’s policy to charge a fee for customers who remain connected to a Tesla charger after 100% or full charge is attained. If a customer accrues such fees, Green Commuter will charge the excess fees to the customer.
Excessive Cleaning Fee:
If Driver causes a need for excessive cleaning due to smoking, pet hair,
stains, or other damage, a $150 fee will be assessed and applied.
Lost Charging Kit:
If the charging kit is lost while the Vehicle is in Driver's possession,
Driver is responsible for paying the cost of the kit (currently a $545
charge) plus potential lost revenue due to inability to charge the vehicle.
Lost Car Documents or Equipment:
If any car equipment or documents including but not
limited to fire extinguisher, emergency reflectors, first aid kit,
insurance documents, customer handbook, charging cards, or vehicle
registration, are lost while the Vehicle is in Driver's possession, Driver
is responsible for the cost of replacement of the lost items, with a
minimum replacement cost of $75 per item.
: If the Vehicle needs to be towed due to Driver's negligence, Driver is
responsible for the actual cost of towing, storage, and impound.
If Driver causes the Vehicle battery to drain (operating the Vehicle beyond
battery capacity, leaving door open, lights on, etc.) Driver may be held
responsible for the costs of repair and any potential lost revenue.
Roadside assistance will be available to help Passengers reach their final
First Month Prorated Amount (if applicable):
Vanpool Operating Days:
Daily round trip miles:
Monthly Rental Amount*:
* Monthly Rental Amount after the subsidy is effective as long as the vanpool meets the vanpool program requirements and submit the monthly reports. If the vanpool group fails to meet all requirements, including sending the monthly reports for the subsidy, the vanpool group is responsible to cover the total Monthly Rental Amount.
Payment Date (Monthly Rental): 1st day of the month
Method of Payment:
Responsibility for Payment (Payor):