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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.