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Home My WebLink About18-0612 First Student Inc res-otoa PURCHASE AGREEMENT THIS AGREEMENT is hereby made and entered into this tj° dayof 2018, by and between the City of Elgin, Illinois, a municipal corporation (herinafter erred to as "City")and FIRST STUDENT, INC., a Florida corporation,(hereinafter referred to as' iRST STUDENT"or"Seller"). NOW,THEREFORE, for and in consideration of the mutual promises and covenants contained herein, the sufficiency of which is hereby mutually acknowledged, the parties hereto hereby agree as follows: 1. City shall purchase, and FIRST STUDENT shall provide the services at the prices and terms described by Attachment A, attached hereto and made a part hereof. 2. This agreement is subject to and governed by the laws of the State of Illinois. Venue for the resolution of any disputes or the enforcement of any rights arising out of or in connection with this agreement shall be the Circuit Court of Kane County, Illinois. FiRST STUDENT hereby irrevocably consents to the jurisdiction of the Circuit Court of Kane County, Illinois for the enforcement of any rights, the resolution of any disputes and/or for the purposes of any lawsuit brought pursuant to this agreement or the subject matter hereof; and FIRST STUDENT agrees that service by first class U.S. mail to City shall constitute effective service. Both parties hereto waive any rights to a jury. 3. There shall be no modification of this agreement, except in writing and executed with the same formalities as the original. 4. This agreement embodies the whole agreement of the parties. There are no promises, terms, conditions or obligations other than those contained herein, and this agreement shall supersede all previous communications, representations or agreements, either verbal, written or implied between the parties hereto. 5. FIRST STUDENT hereby waives any and all claims or rights to interest on money claimed to be due pursuant to this agreement, and waives any and all such rights to interest to which it may otherwise be entitled pursuant to law, including, but not limited to, pursuant to the Local Government Prompt Payment Act (50 ILCS 505/1, et seq.), as amended, or the Illinois Interest Act (815 ILCS 205/1, et seq.), as amended. The provisions of this paragraph shall survive any expiration, completion and/or termination of this agreement. 6. l'he terms of this agreement shall be severable. In the event any of the terms or the provisions of this agreement are deemed to be void or otherwise unenforceable for any reason, the reminder of this agreement shall remain in full force and effect. 7. Notwithstanding any other provision of this agreement, it is expressly agreed and understood that in connection with the performance of this agreement, FIRST STUDENT shall comply with all applicable federal, state, city and other requirements of law, including, but not limited to, any applicable requirements regarding prevailing wages, minimum wage, workplace safety and legal status of employees. Without limiting the foregoing, FIRST STUDENT hereby certifies, represents and warrants to the City that all of FIRST STUDENT 'S employees and/or agents who will be providing products and/or services with respect to this agreement shall be legally authorized to work in the United States. FIRST STUDENT shall also, at its expense, secure all permits and licenses, pay all charges and fees, and give all notices necessary and incident to the due and lawful prosecution of the work, and/or the products and/or services to be provided for in this agreement. The City shall have the right to audit any records in the possession or control of FIRST STUDENT to determine FIRST STUDENT'S compliance with the provisions of this section. In the event the City proceeds with such an audit, FIRST STUDENT shall make available to the City FIRST STUDENT 'S relevant records at no cost to the City. City shall pay any and all costs associated with any such audit. 8. This agreement may be executed in counterparts, each of which shall be an original and all of which shall constitute one and the same agreement. For the purposes of executing this agreement, any signed copy of this agreement transmitted by fax machine or e-mail shall be treated in all manners and respects as an original document. The signature of any party on a copy of this agreement transmitted by fax machine or e-mail shall be considered for these purposes as an original signature and shall have the same legal effect as an original signature. Any such faxed or e- mailed copy of this agreement shall be considered to have the same binding legal effect as an original document. At the request of either party any fax ore-mail copy of this agreement shall be re-executed by the parties in an original form. No party to this agreement shall raise the use of fax machine or e-mail as a defense to this agreement and shall forever waive such defense. 9. In the event of any conflict between the terms and provisions of this purchase agreement and Attachment A hereto, the terms and provisions of this purchase agreement shall control. 10. City shall pay FIRST STUDENT at the price per bus rate for the trip dates as set forth on Attachment A hereto within thirty (30) days of a provided service date or city's receipt of invoice, whichever is later. City shall pay a maximum total sum of$2,587.75, regardless of any services provided, absent prior written authorizations by the City. 11. This Purchase Agreement shall expire on August 24, 2018. 12. In no event shall City be liable for any monetary damages in excess of the purchase price contemplated by this agreement. In no event shall City be liable for any consequential, special or punitive damages, or any damages resulting from loss of profit. 13. To the fullest extent permitted by law, FIRST STUDENT shall indemnify, defend and hold harmless the City, its officers, employees, agents, boards and commissions from and against any and all claims, suits, judgments, costs, attorney's fees, damages or other relief, including but not limited to worker's compensation claims, in any way resulting from or arising out of negligent actions or omissions of FIRST STUDENT in connection herewith, including negligence or omissions or agents of FIRST STUDENT arising out of the performance of this Agreement and/or the Subject Services. In the event of any action against the City, its officers, employees, agents, boards or commissions covered by the foregoing duty to indemnify, defend and hold harmless, such action shall be defended by legal counsel of the City's choosing. The provisions of this section shall survive any expiration, completion and/or termination of this Agreement. FIRST STUDENT agrees to obtain, furnish, and maintain in full force and effect during the entire term of this Agreement, at its sole cost, the insurance coverages outlined herein. All of said insurance shall be written by, and secured from, companies approved to do business and issue insurance in the State of Illinois and shall be rated "A-"or better, in accordance with the latest edition of Best's Insurance Guide, published by A.M. Best Company, Inc. or its equivalent. The comprehensive general liability insurance shall be endorsed to include independent contractors, contractual liability, personal injury, products/completed operations liability, broad form property damage, and cross liability and severability of interest provisions. Policies provided 2 hereunder shall not contain XCU exclusions relating to explosion, collapse and underground property damage. All liability insurance shall be written on an occurrence basis. Automobile liability insurance should include coverage for all owned, non-owned, hired and leased vehicles. All insurance policies shall be written in the name of the FIRST STUDENT and such insurance shall be primary and noncontributory with any insurance or self-insurance program afforded to the City of Elgin. Comprehensive Liability General Aggregate $10 Million Products Completed Operations Aggregate $ 5 Million Personal Injury and Advertising Limit $ 5 Million Each Occurrence $ 5 Million Automobile Liability Combined Single Limit $5 Million Worker's Compensation Statutory As required by state law Employer's Liability $1,000,000 Each Accident $1,000,000 Each Emp for Disease $1,000,000 Policy Limit for Disease FIRST STUDENT may purchase and maintain excess liability insurance in the umbrella form in order to satisfy the limits of liability required in accordance with the requirements set forth above. The comprehensive liability and umbrella policies must name the City of Elgin as additional insured. The workers' compensation policy shall include a waiver of subrogation in favor of the City. FIRST STUDENT shall be responsible for and shall bear the risk of loss and damage to any property of FIRST STUDENT and any property for which it is responsible or in its care, custody, or control, wherever located. Any insurance provided for such property shall be solely at FIRST STUDENT'S expense. Prior to the commencement of any work under this Agreement, FIRST STUDENT shall furnish Certificates of Insurance acceptable to the City and conforming to the insurance coverage required herein. The policy cancellation notification provision will provide the City with at least thirty(30) days written notice in the event of cancellation or material change. The City reserves the right, at its sole discretion, to amend the insurance requirements contained herein. FIRST STUDENT, INC., a Florida Corporation CIT IN Oval C?QIcY T�"'h � - - Print ,e Richard i. •zal, City Manager �\ Attes • i_ , //. , Signat//ure �/ -�''`` `` er (.. M'iv�/2r c)tirr!.s Al/V(4ito Title F:\Legal Dept\Agreement\Purchase Agreement-First Student for Kids United-6-7-18.docx 3 ATTACHMENT A Customer Account Information Company Name City of Elgin Kids Unit ed/Elgin PO First ei Student Main Contact Name Kathy Schreiner Phone 847.417.6049 Charter Bus Rental Address 151 Douglas Ave City,ST bp Elgin,II.60110 AP contractme-na (il ` different than above) fpm Reacher On Kevin Sosnowskl AP contact ii phone 1447.652-1833 or 847-334-3601 f email to:a l,summercamps@flrsigroup.cont AP contact•email pn,rev,2roriytotrteln ore or sosnowskl kfacitvElekn or(1 "seatbelts,wheelchair spots,air conditioning are all subject to availability.A/C is en additional 25%uprnarge as R does not come standard on•school bus." IIIIIIIMIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIMIIIIIIIIIIIIII _ Trip Information Trp Date(s) Name or Plck up location with Pick up lime berme—Jr-Destination tideparture (final drop(r'ontact person dale Contact person•cell lothow many Aol buses Special bus Price per Grand detailed address Information time you with detailed address time from oil time pf trip passengers of those Requirements bus Total 0t the bus Information destination passengers (seatbelts, to arrive) are 4th wheelchair grade 6 spots,A/C, youngei7 etc)'• 4, ':.....,..., ,• llfc2am360 949 W 'h7,..- T4', 24 Main St,West +, _ [, u�fyLZ friday 6/25/18 EPO 151 Douglas Ave Elgin 915am Dundee I15pm 245pm situ Roamer 947.652.1833 70 One -Vi'.. lir?� T Mcdlevel Times 2001 y 'S- "_ <F° N Roselle Ad, • �` +,t,4227'• �rlday 6/11/18 (PC 164 Douglas Ave Elgin loam Schaumburg 115pm 2pm Kevin Sosnowski 847-354-3801 701 One *fid -S/ A All Grass farms Al:" `.T 186681 Ole 31, v h••4 � Tel 8/29/28 EPO 1110003Na Ave[Ion 101Sam Dundee Spm 330pm Am Roselle, 847.652.1833 701 One 1.:3 Northwestern 4.1.0. ,..,,t...., .,r Medkine field llAt .. 34W002 Cherry lane, I ,':j a�:i=akej i friday 7/6/111 (PO 1510ougfas Ave Elgin 51Spm Gene. 10per 1030pm lint Reacher 887.651.1833 70 One (s,.431r..ds. �r1- ,,aak�.3;,U.,•.. pr7•`' • t` '7• Creek Rend Nature r Oft Z', r'f,} Center 37W700 Dean Y7.�,�`a`-.j --I 140day 7/20/18 (ID 151 Douglas Ave Elgin 1015am St,StCharles 2pa 130pm lint Reacher 847-653-1133 701 One 1 I,SS'i37A52SC , �a Centennial Pars 500 p„•, Y ke1 Jackson Ave, 1 rA N II,;•v-1,4, , arlday A/3/28 EPO151 Douglas Ave Ebfn 1045am Nepervile Spm bpm Ilm Roscher . 7.652-1833 70 One -5'.`rSAS.@S*,:•r.,e ' i t I I t._ x f1. I (total ^i4 7:.t/til dyr .1 ,2,'fA