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HomeMy WebLinkAbout19-0328 First Student (2) 1�- o3at PURCHASE AGREEMENT THIS AGREEMENT is hereby made and entered into this plff day ofJI • 2019, by and between the City of Elgin, Illinois, a municipal corporation(hereinafter referred to as "City") and FIRST STUDENT, INC., a Florida corporation, (hereinafter referred to as "FIRST 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. PURCHASE, 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. LAW/VENUE. 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. Service by first class U.S. mail to First Student, Inc.,600 Vine Street, Suite 1400,Cincinnati,Ohio 45202 shall constitute effective service. Both parties hereto waive any rights to a jury. 3. NO MODIFICATION. There shall be no modification of this agreement, except in writing and executed with the same formalities as the original. 4. MERGER. 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. INTEREST. 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. SEVERABII.ITY. The 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. COMPLIANCE WITH LAW. 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 ail 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. EXECUTION. 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 or e-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. CONFLICT. 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 hall 10. PAYMENT. City shall pay FIRST STUDENT at a rate of$53.50/hour within thirty days of aprovided service (30)a date or ci ty's ty s receipt of invoice, whichever is later. Cityshall paya maximum total sum of $4,012.49, regardless of any services provided, absent prior written authorizations by the City. 11. EXPIRATION. This Purchase Agreement shall expire on August 31,2019. 12. LIMITATION OF DAMAGES. In no event shall City be liable for any monetary damages in excess of the purchase price contemplated by this agreement. hi no event shall City be liable for any consequential,special or punitive damages,or any damages resulting from loss of profit. 13. INDEMNIFICATION. 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, gments, costs, attorneys 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, 2 employees, agents, boards or commissions covered by the foregoing duty to indemnify, defend and hold harmless, such action shall be defended by Iegal 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 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. 3 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 C LOIN G -�C Print N - -- _ ' >>ty IVianager Attest Sine /� /�' ��t'-` City Clerk Title F:11.cga1 DepMgreement\Purchase Agreement-First Student-3-27-14.docx 4 ATTACHMENT A Pricin„Agreement-2019 Summer Service: The primary service is for one(1)47 passenger buses per trip, Service will run for summer of 2019. Cost: S53.50/hour,cute-to-gate with a 3-hour min. Includes:Travel from First Student bus terminal to pick-up location,destination,back to pick-up location and back to First Student bus terminal;all maintenance and repairs;general cleaning;back-up buses and driver;and insurance. Routes: Local field trips,schedule on file. Fuel: First Student pays for all fuel cost. Additional Charges: Customer is responsible for any tolls and/or parking fees Payment:Pm-pay or terms(waiting on approval for terms) Service Notifications: If service is interrupted for any reason,First Student will notify the customer designee immediately. All buses are radio equipped. In the event of a breakdown while on route,a replacement bus will be driven to the route. Operator"no shows"are replaced by our stand-by drivers or supervisors. Cross-training is done to minimize service disruption due to sick days,vacations or unexpected absences. Authorized Signatures: Name: BM ' n Name Title: Charter Saks Manager 71tk Dale: 4/,2_,F//a Date: ( ( 1 i 1 Bus Request Eastside Recreation Center Little Learners Dav Camp -. -- .. All trips will depart from the Eastside de Recreation Center at 1080 East Chicago St.in Elgin, 60120 Date Location _— Length of Trip s Thursday, Primrose Farm p/u ERC:8:30am June 13 5N726 Crane RD Depart: 10:30am St.Charles,IL 60175 End Time: 11:am Wednesday, Randal Oaks Price:$160.50 p/u ERC:8:30am June 19 1180 N Randall Rd Depart: 11:30pm West Dundee,IL 60118 End Time: 12 pm Price:$214,00 Wednesday, Cosley Zoo p/u ERC:8:15am June 26 1356 N Gary Ave Depart: 11:30pm Wheaton,IL 60187 End Time: 12pm Price:$227.37 Wednesday, Firezone p/a ERC:9:30am July 10 1100 National Parkway Depart: 11:30am Schaumburg,IL 60173 End Time: 12pm Price:$160.50 Wednesday, Ball Factory p/u ERC:9:30am July 24 864 S RT 59 Depart: 1pm • Naperville,IL End Time: 1:45 , — ------ ---- — Price:$254.12 li , 1 Bus Reuuest Eastside Recreation Center Day' Camp All trips will depart from the Eastside Recreation Center at 1080 East Chicago St.in Elgin,60120 Date --- Location - — - —. ---- _.._. Length of Trip #of Buses Friday, Brookfield Zoo p/u ERC: 8:30am 2 June 7 8400 31°1 St. Depart I:30pm Brookfield,IL 60513 End time:2:30pm Price:$695.50 _ Friday, Main Event p/u ERC: 9:30am I June 14 2575 Pratum Ave Depart 1:15pm Hoffman Estates,IL End time: 1:30pm 60192 Price:$240.75 Friday, Lazer X p/u ERC: 1 --~ June 21 I455 W Lake St 10:30am Addison,IL 60101 Depart: 1pm End time: 1:30 Price:'$187.25 Friday, Urban Air p/u ERC:9:30am 1 June 28 140 E.Lake St Depart 12:30pm Bloomingdale,IL 60108 End Time: Ipm Price;$214.00 W . Wednesday, Charlestowne Malip/u ERC:9am 2 July 3 Classic Cinemas Depart 12pm 3740 E.Mainstreet End time: St.Charles,60174 12:30pm Price:$428.00 Friday, Chicago Nintja Academy p/u ERC: 10am 1 July 12 31W041 North Ave, Depart 12:30 West Chicago IL 60185 End time: Ipm Price;.$187.25 Wednesday, Medieval Times p/u ERC: 10am 2 July 17 2001 N.Roselle Road Depart 1pm Schaumburg,IL 60195 End time: 1:30pm Price:.$428.00 Friday, Lazar ,— ' p/u ERC: 1 July 26 1455 W Lake St 14:30am Addison,IL 60101 Depart 1pm End Time: 1:30 Price:$187.25 Wednesday, Charlestowne Mall p/u ERC:9am 2 July 31 Classic Cinemas Depart: 12pm 3740 E.Mainstreet End Time: 12:30 St.Charles,60174 Price:$428.00 1 A`o ® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDIYYYY) • 12/14/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(les)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER CoNTAcT Arthur J.Gallagher Risk Management Services, Inc. PHONI= Tanya D.Stephenson FAX 250 Park Avenue Atc.No.Bill:212-994-7085 _ , ,,,,,J;212-994-7047 E-MAIL 3rd Floor ADDRESS: Tanya Stephensoneajp_com New York NY 10177 INSURERS)AFFORDING COVERAGE NAIL M _ _ INSURER A:National Union Fire Insurance Company of Pittsburg __ 19445 _ INSURED INSURER B:New Hampshire Insurance Company _ 23841 FIRST STUDENT,INC. - 600 Vine St INSURER C:American Home Assurance Company _ 19380 Ste 1400 INSURER D: CINCINNATI OH 45202 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:995954390 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR... ---- —._. - .-- ADDL'SIIBRI _ - POLICY EFF t POLICY EXP LTR TYPE OF INSURANCE D,tsD wvo POLICY NUMBER (MM/DD/YYYY IMM/DD/YYYY) LIMITS A X I COMMERCIAL GENERALLUIBILRY GL 3629890 12/31/2018 12/31/2019 EACH OCCURRENCE $5,000,000 CLAIMS-MADE f X I OCCUR DAMAGE TO RENTED! PREMISES jEa ocwrre ae) $5,000,000 X Abuse and MED EXP(Any one person) $ X, Molestation Ind PERSONAL&ADV INJURY $5,000,000 GEN'L AGGREGATE UMIT APPLIES PER GENERAL AGGREGATE $10,000,000 POLICY X JECT X LOC .- PRODUCTS-COMP/OP AGG $5,000,000 OTHER' $ A AUTOMOBILE LIABILITY CA1921809(AOS) 12/31/2018 12/31/2019 1Ea COMBINED SINGLE UNIT $5,000,000 accidA ent)(MA) 12/31/2018 12131/2019 A -XI ANY AUTO CA1921808(VA) 12/31/2018 12/31/2019 BODYNJURY(Perpers ) $ OWNED SCHEDULED 1'AUTOS ONLY AUTOS I BODILY INJURY(Per acadent) $ X I AHUTOS ONLY X AUTOS ONLY PROPERTY DAMAGE $ (Per accident) $ UMBRELLA LIAR I OCCUR EACH OCCURRENCE $ EXCESSLIAB 11 CLAIMS-MADE AGGREGATE $ i 1 DED i RETENTION$ $ , B WORKERS COMPENSATION WC 014649551(AOS) 12/31/2018 12/31/2019 XOT B AND EMPLOYERS'LIABILITY YIN WC014649558(MN) 12/31/2018 12131/2019 PSTEATLITE �� ANYPROPRI ETOR/PARTNE RIEXEC UTI VE BB OFFICER/MENIBEREXCLUDED? N/A WC014649547(FL) 12/31/2018 12/31/2019 E.LEACH ACCIDENT $5,000,000 C (Mandatory In NH) WC014648549( A,VW) 12/31/2018 12/31/2019 E.L.DISEASE-EA EMPLOYEE $S,000,000 B If yes,describe under WC014649548(CA) 12/31/2018 12/31/2019 DESRIPTION OF OPERATIONS below WC 014649559(ME) 12/31/2018 12/31/2019 E.L.DISEASE-POLICY UNIT $5,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) Workers Compensation: Policy#:WC 014649550(AK,AZ,IL,NC,NH,NJ,PA,UT,VA VT) Policy Term:12/31/18 to 12/31/19 Carrier Name:NEW HAMPSHIRE INS CO(NAIC/P.23841) Limits:E.L.Each Accident/E.L.Disease-Ea Employee/E.L.Disease-Policy Limit-$5,000,000 See Attached... CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Evidence of Insurance AUTHORIZED REPRESENTATIVE 1 01986-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD • AGENCY CUSTOMER ID: • ----"""mil LOC#: ACORCI ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY NAMED INSURED Arthur J.GaNagher Risk Management Services,Inc. FIRST STUDENT,INC. POLICY NUMBER 600 Vine St Ste 1400 CINCINNATI OH 45202 CARRIER MAC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE "Proof of Insurance for all First Student,Inc.locations" ACORD 101(2008101) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD - -J