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HomeMy WebLinkAbout18-0612 First Student Inc.PURCHASE AGREEMENT THIS AGREEMENT is hereby made and entered into this /�10 day, of , 2018, by and between the Cityy of Elgin, I llinois, a municipal corpora ion hercina er erre to as "City ") and FIRST STUDI N T, INC., a Florida corporation, (hereinafter- re erred to as' IRS STUDENT" STUDENT" or "SeIler "). 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 tennis 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, 1,; IRST STUDENT hereby irrevocably consents to the jurisdiction of the Circuit Court of Katie 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, tennis, 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 sucli rights 10 interest to which it may otherwise be entitled pursuant to law, including, but not limited tea, pursuant to the Local Government Prompt Payment Act (50 ILC:S 50511, 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. The terms of this agreement shall be severable. In the event any of the ter-ms or the provisions of this agreement are deerned to be void or otherwise unenforceable for any reason, the reminder of this agreement shall remain in Lull 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 applic:ablc 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 STUDE=NT'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 ally and all costs associated with any such audit. 8. This agreement cony 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 a -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 a -snail 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 he 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 forth. 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 terttts and previsions of this purchase agreement shall control. 10. City shall pay FIRST STUDIsNT` at the price per bus rate for the trip dates as set forth on Attachinent A hereto within thirty (30) days of a provided service date or city's receipt of invoice, whichever is later. City sftall pay a inaximurn total sure of $7,587.75, 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 froth 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 /united 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 Cornpany, Inc. or its equivalent. Tile comprehensive general liability insurance shall be endorsed to include independent contractors, contractual liability, personal injury, products/completed operations liability, broad fot7rt 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 darnage.. All liability insurance shall be written on an occurrence basis, Automobile liability insurance should include coverage frii- all owned, non- awned, hired and [cased vehicles. All insurance policies shall be written in the name of the FIRST STUDENT and such insurance shall be primaiy and noncontributory with any insurance or self-insurance program afforded to the City of Elgin, Comprehensive Liability General Aggregate Products Completed Operations Aggregate Personal Injury and Advertising Lit"it Each Occurrence Automobile Liability Combined Single Lirnit Worker's Compensation Statutory Employer's Liability $10 Million $ 5 Million `6 5 Million $ 5 Million $5 Million As required by state law $1,000,000 each Acc €dertr $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 urnbrella form in order to satisfy the limits of liability required in accordance with the requiretncnts set forth above. The comprehensive liability and urnbrella policies must naive 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 coin mencernent of any work under this Agreement, FIRST STtJr)[ =NT 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. 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