HomeMy Public PortalAboutAgreement_First Student, Inc.CITY OF TEMPLE CITY AND FIRST STUDENT, INC.
VENDOR AGREEMENT FOR REOCCURRING SERVICES
This VENDOR AGREEMENT FOR REOCCURING SERVICES ("AGREEMENT") is
made and entered into as of 6/1/2019 by and between the CITY OF TEMPLE CITY, a
municipal corporation ("AGENCY"), and FIRST STUDENT, INC. ("VENDOR").
RECITALS:
AGENCY wishes to retain the services of an experienced and qualified VENDOR to
provide transportation and touring services for the City of Temple City's Adult, Youth
and Family Excursions, including securing and purchasing of tickets and tours for the
purpose of recreational outings provided by the City of Temple City's Parks and
Recreation Department.
VENDOR represents and warrants that it is qualified to perform those services.
AGREEMENT:
I. SERVICES TO BE PERFORMED BY VENDOR
VENDOR will provide the services listed in the Scope of Services attached
hereto as Exhibit A. VENDOR warrants that all work and services set forth in the
Scope of Services will be performed in a competent, professional and
satisfactory manner.
11. TERM
Unless earlier terminated in accordance with Paragraph 4 below, the
AGREEMENT will continue in full force and effect from the Effective Date through
6/30/2020.
III. COMPENSATION
A. Vendor's Fee
For services rendered pursuant to this AGREEMENT, VENDOR will be
paid in accordance with the Compensation Schedule attached hereto as
Exhibit B, provided, however, that in no event will the total amount of
money paid to the VENDOR, for services initially contemplated by this
AGREEMENT, exceed the sum of $20,000.00 annually ("Agreement
Sum"), unless otherwise first approved in writing by AGENCY. Should this
AGREEMENT be renewed, the VENDOR's fee may be adjusted upon the
written AGREEMENT of the parties.
Rev. 4/19 Page 1 of 14 Vendor Agreements for
Reoccurring Services
claim. The failure of AGENCY to exercise the right to deduct or to withhold will
not, however, affect the obligations of VENDOR to insure, indemnify, and protect
AGENCY as elsewhere provided in this AGREEMENT.
VII. AGENCY REPRESENTATIVE
CITY MANAGER is designated as the "AGENCY Representative", authorized to
act in its behalf with respect to the work and services specified in this
AGREEMENT and to make all decisions in connection with this AGREEMENT.
Whenever approval, directions, or other actions are required by AGENCY under
this AGREEMENT, those actions will be taken by the AGENCY Representative,
unless otherwise stated. The AGENCY's Chief Executive has the right to
designate another AGENCY Representative at any time, by providing notice to
VENDOR.
VIII. VENDOR REPRESENTATIVE(S)
The following principal(s) of VENDOR are designated as being the principal(s)
and representative(s) of VENDOR authorized to act in its behalf with respect to
the work specified in this AGREEMENT and make all decisions in connection
with this AGREEMENT:
IX. INDEPENDENT CONTRACTOR
The VENDOR is, and at all times will remain as to AGENCY, a wholly
independent contractor. Neither AGENCY nor any of its officials, employees or
agents will have control over the conduct of the VENDOR or any of the
VENDOR's employees, except as otherwise set forth in this AGREEMENT. The
VENDOR may not, at any time or in any manner, represent that it or any of its
agents or employees are in any manner agents or employees of AGENCY.
X. BUSINESS LICENSE
The VENDOR must obtain an Agency business license prior to the start of work
under this AGREEMENT, unless VENDOR is qualified for an exemption.
XI. OTHER LICENSES AND PERMITS
XII.
VENDOR warrants that it has all professional, contracting and other permits and
licenses required to undertake the work contemplated by this AGREEMENT.
Records of the VENDOR's time pertaining to the project, and records of accounts
between AGENCY and the VENDOR, will be kept on a generally recognized
insured as required by this AGREEMENT, unless such requirement is
waived In writing by the AGENCY Risk Manager as provided in Paragraph
17 below.
XVII. CONFLICT OF INTEREST
No officer or employee of the AGENCY may have any financial interest, direct or
indirect, in this AGREEMENT, nor may any officer or employee participate in any
decision relating to the AGREEMENT that effects the officer or employee's
financial interest or the financial interest of any corporation, partnership or
association in which the officer or employee is, directly or indirectly interested, in
violation of any law, rule or regulation.
No person may offer, give, or agree to give any officer or employee or former
officer or employee, nor may any officer or employee solicit, demand, accept, or
agree to accept from another person, a gratuity or an offer of employment in
connection with any decision, approval, disapproval, recommendation,
preparation or any part of a program requirement or a purchase request,
influencing the content of any specification or procurement standard, rendering of
advice, investigation, auditing, or in any other advisory capacity in any way
pertaining to any program requirement, contract or subcontract, or to any
solicitation or proposal.
XVIII. NOTICE
All notices, requests, demands, or other communications under this
AGREEMENT will be in writing. Notice will be sufficiently given for all purposes
as follows:
A. Personal delivery. When personally delivered to the recipient; notice is
effective on delivery.
B. First Class mail. When mailed first class to the last address of the recipient
known to the party giving notice; notice is effective three mail
delivery days after deposit in an United States Postal Service office or
mailbox.
C. Certified mail. When mailed certified mail, return receipt requested; notice
is effective on receipt, if delivery is confirmed by a return receipt.
D. Overnight delivery. When delivered by an overnight delivery service,
charges prepaid or charged to the sender's account; notice is effective on
delivery, if delivery is confirmed by the delivery service.
E. Facsimile transmission. When sent by fax to the last fax number of the
recipient known to the party giving notice; notice is effective on receipt.
XX. INTEGRATION: AMENDMENT
This AGREEMENT represents the entire understanding of AGENCY and
VENDOR as to those matters contained in it. No prior oral or written
understanding will be of any force or effect with respect to the terms of this
AGREEMENT. The AGREEMENT may not be modified or altered except in
writing signed by both parties.
XXI. INTERPRETATION
The terms of this AGREEMENT should be construed in accordance with the
meaning of the language used and should not be construed for or against either
party by reason of the authorship of this AGREEMENT or any other rule of
construction that might otherwise apply.
XXIL SEVERABILITY
If any part of this AGREEMENT is found to be in conflict with applicable laws,
that part will be inoperative, null and void insofar as it is in conflict with any
applicable laws, but the remainder of the AGREEMENT will remain in full force
and effect.
XXIII. TIME OF ESSENCE
Time is of the essence in the performance of this AGREEMENT.
XXIV. GOVERNING LAW: JURISDICTION
This AGREEMENT will be administered and interpreted under the laws of the
State of California. Jurisdiction of any litigation arising from the AGREEMENT will
be in a court of competent jurisdiction within the county in which AGENCY is
located.
XXV. COMPLIANCE WITH STATUTES AND REGULATIONS
VENDOR will be knowledgeable of and will comply with all applicable federal,
state, county and city statutes, rules, regulations, ordinances and orders.
XXVI. WAIVER OF BREACH
No delay or omission in the exercise of any right or remedy by a nondefaulting
party on any default will impair the right or remedy or be construed as a waiver.
A parry's consent or approval of any act by the other parry requiring the party's
consent or approval will not be deemed to waive or render unnecessary the other
party's consent to or approval of any subsequent act. Any waiver by either party
XXIX. VENDOR'S AUTHORITY TO EXECUTE
The persons executing this AGREEMENT on behalf of the VENDOR warrant that
(i) the VENDOR is duly organized and existing under the appropriate State laws;
(ii) they are duly authorized to execute this AGREEMENT on behalf of the
VENDOR; (iii) by so executing this AGREEMENT, the VENDOR is formally
bound to the provisions of this AGREEMENT; and (iv) the entering into this
AGREEMENT does not violate any provision of any other AGREEMENT to which
the VENDOR is bound.
VENDOR: FIRST STUDENT, INC.
(2 signatures required if Corporation, Incorporation or Limited Liability Corporation)
NOTE: SERVICE PROVIDER'S SIGNATURES SHALL BE DULY NOTARIZED, AND
APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE
BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS
APPLICABLE TO SERVICE PROVIDER'S BUSINESS ENTITY.
Authorized Officer
Claire Miller
(Typed Name)
SVP, Strategy, Business Development,
(Title) marketing and Cornmunications
AGENCY: CITY OF TE� CITY
A Municipal Corppratlpff
ATT ST:
Agency Clerk
APPROVED AS TO FORM:
Agency A ,ney
By:
L
Authorized Officer
Mark J. Williams
(Typed Name)
VP, Finance
(Title)
A notary public or other officer completing this certificate verifies only the identity of the individual who
signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity
of that document
ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA
STATE OF e ttP6RNbh
COUNTY OF L99-RN6EtE& 00m� Omn
On June 3 2019 before me, `4 S M° `"���
a e —Name 0111 a cer e.g. "Jarre oe�D Noe 6fic j—
personally appeared Claire Miller and Mark J. Williams
Name of Signer(s)
who proved to me on the basis of satisfactory evidence to be the
person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed
the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the
instrument.
I certify under PENALTY OF PERJURY under the laws of the
State of California that the foregoing paragraph is true and
correct.
WITNESS my hand and official seal.
GAYLA S. &WINELL
Notary Public, State of Ohio—
My Commission Expires 03-12.2024
OPTIONAL
Though this section is optional, completing this information can deter alternation of the document or fraudulent
reattachment of this form to an unintended document.
CAPACITIES) CLAIMED BY SIGNER(S)
Signer's Name: Claire Miller and Mark J. Williams
Individual
Corporate Officer
SVP, Strategy, Business Development,
Marketing and Corva*;nications/VP, Finance
Partner(s) Limited
General
Attorney -In -Fact
Trustee(s)
Guardian/Conservator
Other:
Signer is representing:
Name Of Person(s) Or Entity(les)
First Student, Inc.
RIV #4838-6958-3880 v3
DRAFT 1/27/15
DESCRIPTION OF ATTACHED DOCUMENT
Agreement for charter services
Title or Type of Document
10 total
Number Of Pages
June 3, 2019
Of Document
Signer(s) Other Than Named Above
X General liability insurance. VENDOR shall maintain commercial general
liability insurance with coverage at least as broad as Insurance Services Office
form CG 00 01, in an amount not less than $1,000,000 per occurrence,
$2,000,000 general aggregate, for bodily injury, personal injury, and property
damage. The policy must include contractual liability that has not been
amended. Any endorsement restricting standard ISO "insured contract" language
will not be accepted.
X Automobile liability Insurance. VENDOR shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01 covering
bodily injury and property damage for all activities of the VENDOR arising out of
or in connection with Work to be performed under this AGREEMENT, including
coverage for any owned, hired, non -owned or rented vehicles, in an amount not
less than $2,000,000 combined single limit for each accident.
Umbrella or excess liability insurance. [Optional depending on limits
required] VENDOR shall obtain and maintain an umbrella or excess liability
insurance policy with limits that will provide bodily injury, personal injury and
property damage liability coverage at least as broad as the primary coverages
set forth above, including commercial general liability and employer's liability.
Such policy or policies shall include the following terms and conditions:
A drop down feature requiring the policy to respond if any primary
insurance that would otherwise have applied proves to be
uncollectible in whole or in part for any reason;
Pay on behalf of wording as opposed to reimbursement;
Concurrency of effective dates with primary policies;
Policies shall "follow form" to the underlying primary policies; and
Insureds under primary policies shall also be insureds under the
umbrella or excess policies.
X Workers' compensation insurance. VENDOR shall maintain Workers'
Compensation Insurance (Statutory Limits) and Employer's Liability Insurance
(with limits of at least $1,000,000).
VENDOR shall submit to AGENCY, along with the certificate of insurance, a
Waiver of Subrogation endorsement in favor of AGENCY, its officers, agents,
employees and volunteers.
compliance with these specifications to waive their right of recovery prior to a
loss. VENDOR hereby waives its own right of recovery against AGENCY, and
shall require similar written express waivers and insurance clauses from each of
its subconsultants.
Enforcement of contract provisions (non estoppel). VENDOR acknowledges
and agrees that any actual or alleged failure on the part of the AGENCY to inform
VENDOR of non-compliance with any requirement imposes no additional
obligations on the AGENCY nor does it waive any rights hereunder.
Requirements not limiting. Requirements of specific coverage features or limits
contained in this Section are not intended as a limitation on coverage, limits or
other requirements, or a waiver of any coverage normally provided by any
insurance. Specific reference to a given coverage feature is for purposes of
clarification only as it pertains to a given issue and is not intended by any party or
insured to be all inclusive, or to the exclusion of other coverage, or a waiver of
any type. If the VENDOR maintains higher limits than the minimums shown
above, the AGENCY requires and shall be entitled to coverage for the higher
limits maintained by the VENDOR. Any available insurance proceeds in excess
of the specified minimum limits of insurance and coverage shall be available to
the AGENCY.
Notice of cancellation. VENDOR agrees to oblige its insurance agent or broker
and insurers to provide to AGENCY with a thirty (30) day notice of cancellation
(except for nonpayment for which a ten (10) day notice is required) or
nonrenewal of coverage for each required coverage.
Additional Insured status. General liability policies shall provide or be endorsed
to provide that AGENCY and its officers, officials, employees, and agents shall
be additional insureds under such policies for claims arising specifically under
this Agreement. This provision shall also apply to any excess/umbrella liability
policies.
Prohibition of undisclosed coverage limitations. None of the coverages
required herein will be in compliance with these requirements if they include any
limiting endorsement of any kind that has not been first submitted to AGENCY
and approved of in writing.
Separation of insureds. A severability of interests provision must apply for all
additional insureds ensuring that VENDOR's insurance shall apply separately to
each insured against whom claim is made or suit is brought, except with respect
to the insurer's limits of liability. The policy(ies) shall not contain any cross -liability
exclusions.
Pass through clause. VENDOR agrees to ensure that its sub -consultants, sub-
contractors, and any other party involved with the project who is brought onto or
EXHIBIT A
SCOPE OF SERVICES
Vehicle- All pricing is based on our 55 passenger school bus, services
provided at will.
2. Passenger Conduct: VENDOR may refuse to transport you or any of your
passengers, or may remove you or any of your passengers from the bus at any
point, for one or several reasons, including without limitation:
• A passenger's conduct is disorderly, abusive or violent;
• A passenger appears to be intoxicated or under the influence of
alcohol or drugs,
• A passenger attempts to interfere with the driver or the operation of
the bus;
• A passenger refuses to obey instructions from the driver;
• A passenger engages in any action, voluntary or involuntary, that
might jeopardize the safety of the bus or any of its occupants.
3. Prohibited Items: The following items and activities are prohibited at all times on
VENDOR'S vehicles unless you have received prior written permission from
VENDOR: (a) smoking; (b) decorations; (c) glass containers or kegs; (d) alcohol,
drugs or other intoxicating substances; (e) flammable materials; butane operated
grills or other combustibles; (f) guns, knives or any other weapons; and (g)
animals.
EXHIBIT B
COMPENSATION SCHEDULE
The CITY shall pay CONTRACTOR to perform the services provided as identified in
Trip Confirmation, or as agreed upon by both parties. For excursions based on bus
price per hour.
Payment and Cancellation Policy - All invoices are to be paid within 30 days
of service.