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AG 14-114CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: F&CLS 2. ORIGINATING STAFF PERSON: cj,-,S h EXT: &La� 3. DATE REQ. BY: 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G, RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT �KGOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/ CDBG ❑ REAL ESTXFE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT (AG#): OINTERLOCAL ❑ OTHER 5. PROJECT NAME: as ,t^f ety-ge4f SW c4tec 6, NAME OF CONTRACTOR: Ra I i ADDRESS: _201 f14- Pl,&7,IA —TELEPHONE X it E-MAIL: 1-4-1 - hiAll irn 0 - to ril FAX: a - SIGNATURE NAME: TITLE I 'i-h- vl6a F*sideAl- 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION P .INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: 1.0014 COMPLETION DATE: 9. TOTAL COMPENSATION $ .00 IT(INCLUIDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY TABOR CHARGE • ATTACH SCtiEDII t •,S OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY' 13 CONTRACTOR ❑ CITY 'PURCHASING: PLEASE CHARGE TO: DOS - 7200 - 3567 - 5M - I - 51ol- 10. DOCUMENT/CONTRACT REVIEW V�PROJECT MANAGER bf-DIRECTOR F-1 RISK MANAGEMENT (IF APPLICABLE) lvLAW 11. COUNCIL APPROVAL (IF APPLICABLE) INITIAL / DATE REVIEWED COMMITTEE APPROVAL DATE: INITIAL / DATE APPROVED COUNCIL APPROVAL DATE! 12. CONTRACT SIGNATURE ROUTING 07 )!,SENT TO VENDOR/CONTRACTOR DATE SENT. - zg&t vt^ rn k DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATt, LICENSES, EXHIBITS ❑ LAW DEPARTMENT ❑ CHIEF OF STAFF ``SIGNATORY (MAYOR 015EOR CITY CLERK ASSIGNED AG# SIGNED COPY RETURNED DATE SIGNED 1-10.(4 AG# DATF SENT: CITY OF Federal +s CITY HALL 33325 8th Avenue South Federal Way, VV'A 98003 -6325 (253) 835 -7000 GOODS AND SERVICES AGREEMENT FOR TRANSPORTATION SERVICES This Goods and Services Agreement ( "Agreement ") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and First Student, Inc., a Washington Corporation" ( "Contractor "). The City and Contractor (together "Parties ") are located and do business at the below addresses which shall be valid for any notice required under this Agreement: FIRST STUDENT, INC: Cal Hull 201 NE Park Plaza Drive Suite 240 Vancouver, WA 98684 (360) 896 -9500 x747 (telephone) (360) 896 -6013 (facsimile) com The Parties agree as follows: CITY OF FEDERAL WAY: Gina Shaw 333258 th Ave. S. Federal Way, WA 98003 (253) 835 -6924 (telephone) (253) 835 -6929 (facsimile) com 1. TERM. The term of this Agreement shall commence upon the effective date of this Agreement, which shall be the date of mutual execution, and shall continue until the completion of the Work, but in any event no later than January 31S`, 2016 ( "Term "). This Agreement may be extended for additional periods of time upon the mutual written agreement of the City and the Contractor. 2. WORK. 2.1 Work. The Contractor shall provide goods, materials or services and otherwise perform the work more specifically described in Exhibit "A ", attached hereto and incorporated by this reference ( "Work "), performed to the City's satisfaction, within the time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee. 2.2 Warranties. The Contractor warrants that it has the requisite training, skill, and experience necessary to provide the Work and is appropriately accredited and licensed by all applicable agencies and governmental entities, including but not limited to obtaining a City of Federal Way business registration. The Contractor warrants it will provide services in a manner consistent with the accepted practices for other similar services within the Puget Sound region in effect at the time those services are performed. The Contractor warrants goods are merchantable, are fit for the particular purpose for which they were obtained, and will perform in accordance with their specifications and Contractor's representations to City. The Contractor shall, at its sole cost and expense, correct all Work performed which the City deems to have defects in workmanship and material discovered within one (1) year after the City's final acceptance of the Work. This Agreement is subject to all warranty provisions established under the Uniform Commercial Code, Title 62A RCW. In the event any part of the goods are repaired, only original replacement parts shall be used; rebuilt or used parts are not acceptable. When defects are corrected, the warranty for that portion of the work shall extend for one (1) year from the date such correction is completed and accepted by the City. The Contractor shall begin to correct any defects within seven (7) calendar days of its receipt of notice from the City of the defect. If the Contractor does not accomplish the corrections within a reasonable time as determined by the City, the City may complete the corrections and the Contractor shall pay all costs incurred by the City in order to accomplish the correction. GOODS AND SERVICES AGREEMENT - 1 - 4/2011 CITY OF CITY HALL 33325 A**! Federal Feder 8th Avenue South Federal Ve,'ay, WA 98003 -6325 (253) 835 -7000 mvw:et yoffe ierahvay.coni 2.3 Time, Documentation, and Inspection. Work shall begin immediately upon the effective date of this Agreement. Work shall be subject, at all times, to observation and inspection by and with approval of the City, but the making (or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance ofthe Work in accordance with this Agreement, notwithstanding the City's knowledge of defective or non - complying performance, its substantiality or the ease of its discovery. 2.4 Clean Up. At any time ordered by the City and immediately after completion ofthe Work, the Contractor shall, at its own expense, clean up and remove all refuse and unused materials of any kind resulting from the Work. In the event the Contractor fails to perform the necessary clean up, the City may, but in no event is it obligated to, perform the necessary clean up and the costs thereof shall be immediately paid by the Contractor to the City and/or the City may deduct its costs from any remaining payments due to the Contractor. 3. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth on the signature block of this Agreement. The City may terminate this Agreement immediately if the Contractor fails to maintain required insurance policies, breaches confidentiality, or materially violates Section 12 and such may result in ineligibility for further City agreements. 4. COMPENSATION. 4.1 Amount. In return for the Work, the City shall pay the Contractor an amount not to exceed a maximum amount and according to a rate or method as delineated in Exhibit "B ", attached hereto and incorporated by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for the Term. Except as otherwise provided in Exhibit "B ", the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 4.2 Method of Payment. On a monthly basis, the Contractor shall submit a voucher or invoice in the form specified by the City, including a description of what Work have been performed, the name of the personnel performing such Work, and any hourly labor charge rate for such personnel. The Contractor shall also submit a final bill upon completion of all Work. Payment shall be made on a monthly basis by the City only after the Work have been performed and within thirty (30) days after receipt and approval by the appropriate City representative of the voucher or invoice. If the Work do not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement. The City may withhold payment for such work until the work meets the requirements of the Agreement. 4.3 Defective or Unauthorized Work. If any goods, materials, or services provided under this Agreement are either defective, unauthorized, or otherwise do not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement and the City reserves the right to withhold payment from the Contractor until the goods, materials, or services are acceptable to the City. If Contractor is unable, for any reason, to complete any part ofthis Agreement, the City may obtain the goods, materials or services from other sources, and Contractor shall be liable to the City for any additional costs incurred by the City. "Additional costs" shall mean all reasonable costs, including legal costs and attorney fees, incurred by the City beyond the maximum Agreement price specified above. The City further reserves its right to deduct these additional costs incurred to complete this Agreement with other sources, from any and all amounts due or to become due the Contractor. 4.4 Non- A1212ropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City will not be obligated to make payments for Work or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Work for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 4.5 Final Payment: Waiver of Claims. Contractor's acceptance of final payment shall constitute a waiver of any and all claims, except those previously and properly made and identified by Contractor as unsettled at the time request for final payment is made. GOODS AND SERVICES AGREEMENT - 2 - 4/2011 CITY HALL 3332 33325 8th Avenue South Federal Way. WA 98003 -6325 Federal (253) 835 -7040 wbvw cityloffederalway cone 5. INDEMNIFICATION. 5.1 Contractor Indemnification. The Contractor agrees to release indemnify, defend, and hold the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives, arising from, resulting from, or in connection with this Agreement or the performance of this Agreement, except for that portion of the claims caused by the City's sole negligence. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. Contractor shall ensure that each sub - contractor shall agree to defend and indemnify the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent and on the same terms and conditions as the Contractor pursuant to this paragraph. The City's inspection or acceptance of any of Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification. 5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. The Parties further acknowledge that they have mutually negotiated this waiver. 5.3 City Indemnification. The City agrees to release, indemnify, defend and hold the Contractor, its officers, directors, shareholders, partners, employees, agents, representatives, and sub- contractors harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City. 5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 6. INSURANCE. The Contractor agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the Contractor, their agents, representatives, employees or subcontractors for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as follows: 6.1. Minimum Limits. The Contractor agrees to carry as a minimum, the following insurance, in such forms and with such carriers who have a rating that is satisfactory to the City: a. Commercial general liability insurance covering liability arising from premises, operations, independent contractors, products - completed operations, stop gap liability, personal injury, bodily injury, death, property damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than $1,000,000 for each occurrence and $2,000,000 general aggregate. b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington; C. Automobile liability insurance covering all owned, non - owned, hired and leased vehicles with a minimum combined single limits in the minimum amounts required to drive under Washington State law per accident for bodily injury, including personal injury or death, and property damage. 6.2. No Limit of Liability. Contractor's maintenance of insurance as required by the agreement shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Contractor's insurance coverage shall be primary insurance as respect the City. Any insurance, self - insurance, or insurance pool coverage maintained by the City shall be excess of the GOODS AND SERVICES AGREEMENT - 3 - 4/2011 Clrir OF CITY HALL 8th Federal Way Feder 8th Avenue South Federal Way. V1aA 98003 -6325 (253) 835 -7000 www 0yoffedertafwtay cony Contractor's insurance and shall not contribute with it. 6.3. Additional Insured, Verification. The City shall be named as additional insured on all commercial general liability insurance policies. Concurrent with the execution of this Agreement, Contractor shall provide certificates of insurance for all commercial general liability policies attached hereto as Exhibit "C" and incorporated by this reference. At City's request, Contractor shall furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. If Contractor's insurance policies are "claims made," Contractor shall be required to maintain tail coverage for a minimum period of three (3) years from the date this Agreement is actually terminated or upon project completion and acceptance by the City. 6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement. 7. CONFIDENTIALITY. All information regarding the City obtained by Contractor in performance of this Agreement shall be considered confidential subject to applicable laws. Breach of confidentiality by the Contractor may be grounds for immediate termination. All records submitted by the City to the Contractor will be safeguarded by the Contractor. The Contractor will fully cooperate with the City in identifying, assembling, and providing records in case of any public records disclosure request. 8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design specifications, records, files, computer disks, magnetic media or material which may be produced or modified by Contractor while performing the Work shall belong to the City upon delivery. The Contractor shall make such data, documents, and files available to the City and shall deliver all needed or contracted for work product upon the City's request. At the expiration or termination of this Agreement, all originals and copies of any such work product remaining in the possession of Contractor shall be delivered to the City. 9. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Work and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection, review or audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. 10. INDEPENDENT CONTRACTOR / EMPLOYEE CONDITIONS. 10.1 Independence. The Parties intend that the Contractor shall be an independent contractor and that the Contractor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay Contractor sick leave, vacation pay or any other benefit of employment, nor to pay any social security, income, or other tax which may arise as an incident of employment, except as specifically provided in Section 4. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. If the Contractor is a sole proprietorship or if this Agreement is with an individual, the Contractor agrees to notify the City and complete any required form if the Contractor retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Contractor's failure to do so. 10.2 Safety. Contractor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors at the work site and in the performance of the contract work and shall utilize all protection necessary for that purpose. Contractor shall comply with all applicable provisions of federal, state and municipal safety and health laws and codes, including without limitation, all OSHA /WISHA requirements, Safety and Health Standards for Construction Work (Chapter 296 -155 WAC), General Safety and Health Standards (Chapter 296 -24 WAC), and General Occupational Health Standards (Chapter 296 -62 WAC). Contractor shall erect and properly maintain, at all times, all necessary guards, barricades, signals and other safeguards at all unsafe places at or near the site for the protection of its employees and the public, safe passageways at all road crossings, crosswalks, street intersections, post danger signs warning against known or unusual hazards and do all other things necessary to prevent accident or loss of any kind. Contractor shall protect from damage all water, sewer, GOODS AND SERVICES AGREEMENT - 4 - 4/2011 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 s vav:citynftedefolway.coal gas, steam or other pipes or conduits, and all hydrants and all other property that is likely to become displaced or damaged by the performance of the Work. The Contractor shall, at its own expense, secure and maintain a safe storage place for its materials and equipment and is solely responsible for the same 10.3 Risk of Work. All work shall be done at Contractor's own risk, and Contractor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. Even though Contractor is an independent contractor, the work must meet the approval of the City and shall be subject to the City's general right of inspection to secure satisfactory completion 11. CONFLICT OF INTEREST. It is recognized that Contractor may or will be performing professional services during the Term for other parties; however, such performance of other services shall not conflict with or interfere with Contractor's ability to perform the Services. Contractor agrees to resolve any such conflicts of interest in favor of the City. Contractor confirms that Contractor does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in the Contractor's selection, negotiation, drafting, signing, administration, or evaluating the Contractor's performance. 12. EQUAL OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment made possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by Contractor or its subcontractors of any level, or any of those entities' employees, agents, subcontractors, or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin, marital status, or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment. This requirement shall apply to, but not be limited to, the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Contractor shall comply with and shall not violate any of the terms of Chapter 49.60 RCW, Title VI of the Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, 49 CFR Part 21, 21.5 and 26, or any other applicable federal, state, or local law or regulation regarding non - discrimination. 13. GENERAL PROVISIONS. 13.1 Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail. The respective captions ofthe Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is declared invalid, inoperative, null and void, or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement. No provision of this Agreement, including this provision, may be amended, waived, or modified except by written agreement signed by duly authorized representatives of the Parties. 13.2 Assignment and Beneficiaries. Neither the Contractor nor the City shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. If the non - assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. Subject to the foregoing, the rights and obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and assigns. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No other person or entity shall have any right of action or interest in this Agreement based on any provision set forth herein. GOODS AND SERVICES AGREEMENT 1 - 5 - 4/2011 CITY OF CITY HALL 33325 8th Avenue South Federal Way Federal Way, WA 98003 -6325 (253) 835 -7000 :vc wc,r yoffeder €atway.rout 13.3 Compliance with Laws. The Contractor shall comply with and perform the Services in accordance with all applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions, regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made effective. If a violation of the City's Ethics Resolution No. 91 -54, as amended, occurs as a result of the formation or performance of this Agreement, this Agreement may be rendered null and void, at the City's option. 13.4 Enforcement. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description ofthe Services is essential to the Contractor's performance of this Agreement. Any notices required to be given by the Parties shall be delivered at the addresses set forth at the beginning of this Agreement. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address set forth above. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies available to the City at law, in equity or by statute. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure ofthe City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. This Agreement shall be made in, governed by, and interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be by filing suit under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction over such a suit, then suit may be filed in any other appropriate court in King County, Washington. Each party consents to the personal jurisdiction of the state and federal courts in King County, Washington and waives any objection that such courts are an inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement, each Party shall pay all its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, however nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement. 13.5 Execution. Each individual executing this Agreement on behalf of the City and Contractor represents and warrants that such individual is duly authorized to execute and deliver this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart. The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages ofthis Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all ofthe Parties have executed a counterpart of this Agreement shall be the "date of mutual execution" hereof. [Signature page follows] GOODS AND SERVICES AGREEMENT - 6 - 4/2011 CITY QoF CITY HALL 33325 Federal l Way Feder 8th Avenue South 3 Federal Way. WA 98003 -6325 (253) 835 -7000 w cityofCederFalw ay cony IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY tvll-� n Hutton, Int rim Parks & Rec Director DATE: 0 FIRST STUDENT, INC. By: (2-r� Printed Name: - r Title: 5- z t1C¢. DATE: STATE OF WASHINGTON ) ) ss. COUNTY OF OeAQ4 ATTEST: rty Clerk, Carol McNeilly, MC APPROVED AS TO FORM: 1"d44��e In erim C' Attorney, Amy Jo Pearsall On this day jersonally appeared before me LVrt4 CSC �CU.� , to me known to be the /!�G I"fN51 of ei rst that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he /she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this —21AA-day of , 201 Jl ��a��,••''�p1S51....y�,4 i '% Notary's signature _ Notary's printed name Gl PnS NOTARY = Notary Public in and for the State of Washington. My commission expires ®)S y Puwo h. = WoS GOODS AND SERVICES AGREEMENT - 7 - 4/2011 CITY OF CITY HALL `,r.. Federal Way 3332 8th Avenue South Federal Way. WA 98Q03 003 -5325 (253) 835 -7000 www cityoffederahuay cant EXHIBIT "A" SERVICES The Contractor shall do or provide the following: First Student will provide buses and drivers, on an as- available basis, to transport children to various field trip locations. First Student will provide documentation that drivers are properly licensed and background checked. GOODS AND SERVICES AGREEMENT - 8 - 4/2011 CITY OF 3332 HALL Feder 8th Avenue South 00 Federal Way Faders{ Vt/sy. V1JA 980303 -6325 (253) 835 -7000 .%v vv city oftederalway Coll I EXHIBIT "B" COMPENSATION 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed THIRTY EIGHT THOUSAND and NO /100 Dollars ($38,000.00) 2. The Contractor shall be compensated according to the following schedule: For up to 4.0 hours per trip: $235.00 for each 42 or 48 passenger bus $295.00 for each 56 passenger bus Additional hours will billed at the rate of $50.00 per hour per bus plus $6.00 per hour per bus for fuel surcharge. Rates are subject to change effective January 1, 2015. GOODS AND SERVICES AGREEMENT - 9 - 4/2011 ACC> V CERTIFICATE OF LIABILITY INSURANCE 04� /2 4 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: N the certificate holder Is an ADDITIONAL INSURED, the poficy(les) must 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 andorsement s . PRODUCER 1 -212- 994 -7100 Arthur J. Gallagher Risk Management Services, Inc. 250 Park Avenue 3rd Floor New York, NY 10177 Tanya D. Stephenson PHONE F 212- 994 -7047 212- 994 -7085 A1C •MAIL Tana Ste henaox%&ajg.com INSURER AFFORDING COVERAGE NAIC N INSURER A: INSURANCE CO OF THE STATE OF PA 19429 INSURED FIRST STUDENT INC 600 Vine St Ste 1400 CINCINNATI, on 45202 INSURER 8: NATIONAL UNION FIRS INS CO OF PITTS 19445 INSURER C: MIN KhMSEIRE INS CO 23841 INSURER D: 12/31/14 INSURER E: S 5,000,000 INSURER F S 5, 000, 000 GEM CERTIFICATE NUMBER• 39316322 REVISWN NUMBER: GOVERA 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 SEEN REDUCED BY PAID CLAIMS. IL%SR TYPE OF INSURANCE POLICY NUMBER POLICY P LIMITS A GENERAL LIABILITY GL1737923 (10XK AGG) 12/31/1 12/31/14 EACH OCCURRENCE S 5,000,000 DAMAGE 1=1 PREMISES S 5, 000, 000 X COMMERCIAL GENERAL LIABILITY MED EXP (Any one Orson $50,000 CLAIMS -MADE O OCCUR PERSONAL&ADV INJURY S 5,000,000 GENERAL AGGREGATE S 10,000,000 GEWL AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMPIOPAGG S 510001000 $ POLICY M PRO- X LOC. B AUTOMOSILELIABILnY CA 5,000,000 8 CAS273859 (TX) 12/31/1 12/31/14 BODILY INJURY(Perperson) $ H X ANY AUTO ALL OWNED SCHEDULED CA5273859 (AOS) 12/31/1 12/31/14 BODILY INJURY (Per accident) 5 A AUTOS NONNED CA4882241 (VA) 12/31/1 12/31/14, PROPER X HIRED AUTOS X AUTOS P r g $ UMBRELLA UAS OCCUR EACH OCCURRENCE S AGGREGATE $ EXCESS LAB CLAIMS -MADE DEC) I RETENTIONS $ C WORKERS COMPENSATION 1176531 (IL, NC,NH, UT,VT) 12 /31/1 12/31/14 X WC 5TATU- OTH- E,L. EACH ACCIDENT S 5,000,000 C AND EMPLOYERS• LL48UJ Y ANY PROPRIETORIPARTNERIEXECUTNE YIN 1176530(MA), 1178529(CA) 12/31/1: 12/31/14 E1. DISEASE - EAEMPLOYE S 5,000,000 C OFFICERIMEMSER EXCLUDED? Q (Mandatory In NMI NIA 1178583(AOS),44a16118(MN 12/31/1 12/31/14 EI.DISEASE- POLICY LIMIT 55,000,000 C 0 desaibaunder DESCRIPTION OF OPERATIONS below 1178527(FL) 1a3249Z(TX 1Z /31/1 12/31/14 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Allaeh ACORD 101, Addkional Remarks Schedule, M more space Is required) RE: Location Number: 20229. City of Federal tray is named as Additional Insured as respects General Liability as per GL- standard endorsement. #61712 and Automobile Liability policy, as per AL- endorsement #87950. I SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE of Federal Nay THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Gina Shaw 33325 8th Ave. S AUT14ORIZEDREPRESENTATIVE Federal Way, WA 98003 USA (A14anR.9ntn AcnRn CORPORATION. All chats reserved. ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD himalny 39318322 AGENCY CUSTOMER ID: LOC #: A4 OOR" ADDITIONAL REMARKS SCHEDULE Page of AGENCY Arthur J. Gallagher Risk Management Services, Inc. NAMED INSURED FIRST STUDENT INC 600 Vine St POLICY NUMBER - Ste 1400 CINCINNATI, OH 45202 CARRIER NAIC CODE EFFECTIVE DATE: ITHIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, I FORM NUMBER: FORM TITLE: Workers Compensation: Policy #: 1232493 (WI), 62790764 (AS, AZ, GA) 6 62790766 (NJ, PA) Policy Term: 12/31/13 to 12/31/14 Carrier Name: NEW HAMPSHIRE INS CO (NAIL # :23841) Limits E.L. Each Accident / E.L. Disease -Ea Employee / E.L. Diseasa- Policy Limit - $5,000,000 ACORD 101 (2008101) 02008 ACORD CORPORATION. All rights resetvea. The ACORD name and logo are registered marks of ACORD First rip Student A SAFER AND BETTER AAy 70 THE SCHOOL DAY r, TRAINING DRIVER QUALIFICATIONS AND TRAINING Passenger satety Is your single, most Important commitment —and It Is ours as well. That's why our driver hiring qualifications and training programs are the most rigorous in the industry —even going beyond state and provincial requirements. Hiring the right people and then developing, coaching and motivating them are all part of a continuous process at First Student. Your team will be locally based, yet nationally connected to a brood network of resources and support for everything from training to recruiting --ail that's needed to ensure the highest levels of service. We thoroughly screen candidates for hire and once they are on our team, we use the most effective, advanced training techniques available in the United States and Canada. "AS A SCHOOL BUS DRIVER, I'M CONFIDENT IN TRANSPORTING YOUR CHILD BECAUSE I'VE BEEN GIVEN EVERYTHING I NEED TO TRANSPORT YOUR CHILD IN THE SAFEST WAY POSSIBLE. WITH ALL THE LATEST TRENDS IN THE INDUSTRY, I HAVE UP TO THE MINUTE INFORMATION AND A TEAM THAT IS SUPPORTING ME IN EVERYTHING I DO." VALERIE MANDARA, SCHOOL BUS DRWER Once hired, we customize our training programs for drivers and monitors based upon their level of experience, the needs of their particular passengers and any geographic or location specific requirements, challenges or uncertainties. Ago& R www.iiretstadentins . com 1 11 First ri Student A SAFER. AND @£':TER WAY TO THE SCHOOL DAY DRIVER AND MONITOR QUALIFICATIONS 'i-Employm.ent and Residency History • Employment history verification for prior 10 years • Residency history verification for prior seven years [Driving • Must be 21 years of age or older • Must possess a valid driver's license in state or province of residency • Must have three years of licensed driving experience • No more than two moving violations or two minor accidents in past three years • Ability to obtain a Commercial Drivers License (CDL) as required by position -d—riminal Background • The applicant's entire conviction history is viewed holistically • A DUl /DWI conviction may potentially disqualify a candidate from employment • No criminal convictions involving child abuse, neglect, endangerment, possession, or distribution of illegal substances, use or possession of weapons, violence or sex - related offenses, obstruction of justice, false reporting, or false information • Substances • No positive result or refusal of a pre- or post- employment, random or reasonable suspicion drug /alcohol test Dexterity Physical and Physical • Qualified applicants must be able to pass a U.S. Department of Transportation physical exam (driving positions only) and a First Student Physical Dexterity Performance Test (drivers and montiors) which verifies an applicant's "fitness for duty'' and ability to operate bus controls and conduct an evacuation, including opening emergency exits to carry or drag an incapacitated child out of the bus to safety PLAN AND PROCEDURES FOR BACKGROUND CHECKS Extensive background and reference checks deliver greater peace of mind to our school district partners and communities. Criminal record checks are completed as part of the First Student employment reference check process and are renewed as requested by the District, state or province to ensure that the drivers and staff responsible for taking care of vehicles and customers remain qualified. FIRST STUDENT'S CENTRAL BACKGROUND CHECK UNIT (CBCU) First Student developed a new cutting -edge process which is leading the industry on employee certification and background checks that puffs the primary review of all background records, including Drug Screen results, MVRs, Employment Verifications, and Criminal Records Check under the scrutiny of our specialized Central Background Check Unit (CBCU). The responsibility for the review and record interpretation process is shifted away from our local managers and into the hands of a small group of highly trained professionals who provide consistency across all locations, This alloys our local managers to give their undivided attention to leading and managing your transportation service. This value -added process is the result of First Student's drive for continuous improvement and exemplifies the quality and efficiency we provide. It delivers value to your district by ensuring that every record gets a careful and consistent review and is acted upon in accordance with the stringent employment criteria established by First Student to ensure the best care to students. A99R& % www.rirst stud rntinc. cam 1 2 The CBCU evaluates all records including MVR, CRC, Drug Screen, SSN, residence and employment verifications on the basis of the combined requirements of First Student, local, state, provincial and national laws and your District's stringent employment standards, Any potentially disqualifying record, discrepancy, or new finding is reviewed first by CBCU staff, and then by a committee of adjudicators to ensure the individual meets or exceeds all minimum hiring standards. Even in the case of a potentially disqualifying record, caring for the employees who care for our Districts' students and vehicles remains a priority at every level in the company. Employees with potentially disqualifying findings are suspended from service and automatically referred to the C8,--U. Our CBCU professionals provide each employee an opportunity to appeal the record prior to any adverse employment action. Successful appeals may identify mistaken records or other circumstances that may warrant further review by the adjudication committee. CRIMINAL RECORD CHECKS (CRC) To ensure applicants are appropriate for employment of your district, First Student runs a battery of criminal background checks. Applicants with the following open or felony convictions are not eligible for employment: • iliegol substances: Manufacture, cultivation, distribution • Illegal substances: Possession or use of, including drug paraphernalia • Molestation • Murder, manslaughter. vehicular homicide • Rape • Sexual or indecent exposure First Co' Student A SAFER AND BETTER WAY TO THE SCHOOL DAY CENTRALIZING THE BACKGROUND CHECK PROCESS ALLOWS GREATER EFFICIENCY, AND ENSURES RECORDS ARE HANDLED CORRECTLY AND CONSISTENTLY BY TRAINED PROFESSIONALS WHO SPECIALIZE IN THiS AREA. • weapons: Any unlawful use, possession or discharge (Includes firearms) warrants: Open or Pending • DUI J DWI These standards are clearly set forth in First Student's Adjudication Standards to ensure consistency among management staff. Any opp`icant failing to meet the above minimum standards is rejected, MOTOR VEHICLE REPORT (MVR) REVIEW First Student requires the Location Manager or designee to order and review a Motor vehicle Report annually for all drivers. New violations or collisions are reviewed for compliance with any company or school district regulation or policy. Each driver must then complete, sign, and date a Certificate of violations listing all moving traffic violations and collisions within the past 12 months, A90kR www.flnetatutlentinc. corn 1 3 First ri Student A SAFER AND BETTER YCA.'Y TO THE 11k001 DAY New First Student driver applications are reviewed thoroughly to make sure the applicant meets the standards established by First Student and your District. These standards include the following minimum criteria: • Minimum of three years licensed driving experience • Must be at least 21 years old No more than two (2) moving violat'ons or two (2) minor accidents in past three (3) years In addition to these major standards, MVR's are reviewed to ensure applicants do not exhibit a pattern of unsafe driving behaviors through a continual accumulation of minor infractions. REFERENCE AND SOCIAL SECURITY VERIFICATION in addition to the required MVR and Criminal Reference checks, we work with HireRight, one of the world's largest providers of employment screening services, to complete Employment Verification and Social Security checks on all applicants. These additional checks help validate employment records and past experience. REFERENCE CHECKS The reference check takes place after the Department of Motor Vehicle Records Check and Criminal Records Check are completed. HireRight conducts thorough reference checks on all new trainees, including previous employment and personal reference checks. This helps determine the work history and employment attitudes of each new trainee. During these checks, we look for attitudes and behaviors that are indicative of customer service, loyalty and Integrity. Reference check findings are submitted for review to First Student's Central Background Check Unit (CBCU) to ensure that non - compliant records are not overlooked and to determine the appropriate action. ANNUAL ON- THE -ROAD PERFORMANCE EVALUATION First Student drivers are evaluated by our On- the -Road (OTR) Driver Instructors (once per year and if possible, twice per year). !Drivers must receive a satisfactory rating `n all areas of the evaluation. If a driver earns a "needs improvement" rating in any area he/she will participate in enhancement training wiihln 30 days of the evaluotion. Enhancement training is conducted immediately if a driver's overall performance earns an "unsatisfactory" rating. When necessary, a driver will be removed from active job functions until training is completed and a satisfactory evaluation is achieved. High Interest Driver Program: Our program identifies "high interest" drivers before they reach their third offense. We implement "drill deep" training methods, provide contingency plans and institute an interim evaluation which the driver must pass before returning to work. This program is designed to support our drivers and equip them with the tools they need to be successful members of the First Student team. General Qualifications: Baseline eligibility for school bus drivers and non - driver location employees is determined by employment and residency verification, criminal background checks and drug screenings. Driv ng history is only required for our driver applicants. AM& `5� www.firststudanIine.com 1 4 First ro Student A SAFER AND 0ETTER'NR'/ TO THE S -,ttiOO DAY FIRST STUDENT DRIVING TRAINING Our dedication to keeping passengers at the heart of all we do by enhancing access to safe, reliable transportation is what drives our training focus. Your students and their families will feel safer and more secure knowing that First Student's driver training program leads the Industry with its unmatched, Innovative materials and advanced training methods. Our comprehensive driver training program consists of both classroom learning, where our instructors lead the group through detailed instruction and a series of interactive videos on each topic, and On- the -Road (OTR) training which provides real world instruction, driver skill enhancement and a means for evaluation. Our training program has four main components: pre - service for new applicants, annual in- service safety meetings, enhancement training post- coilisioniinc!dent and enhancement training identified by on- the -road evaluation. BASIC DRIVING INSTRUCTION • School bus basics • Pedestrian visibility- mirror use, blind spots, reference paints • Driving fundamentals of a school bus • Maintaining a safe bus - pre -trip inspection and careful bus operation • Smith System of Advanced Driving Techniques • Passenger loading and unloading • Passenger protection - checking for sleeping children • Use of Child Check -Mate and Theft -Mate • Preventing passenger injury • Proper Railroad crossing procedures • State, provincial, local, school district and First Student laws, rules, regulations and policies • Student Management - age specific - includes customer expectations and current procedures for handling unacceptable behavior • Route awareness • Emergency equipment • Vehicle breakdown procedures • Bus evacuation procedures • Bus security - including door closing, bus stop, and route awareness • Collision procedures • introduction to transporting students with disabilities ANNUAL • Each year poor to the start of school • Data driven training sessions throughout the school year • Event driven training sessions as needed POST-COLLISION/INCI DENT ENHANCEMENT TRAINING • Preventable collision or incident determines type of training • Non - preventable collision or incident results in driver coaching EVALUATION ENHANCEMEINT TRAINING • Evaluation driven based on performance and experience As a result of our improved and thorough training program, First Student drivers are the safest in the student transportation industry. This translates to fewer collisions and costs savings which we then invest in further improving your operations. We emphasize six fundamental sk`Ils that are necessary for every driver. First AIM�k Q www firststudentint eom I 8 First rip Student A SAFEP, AND BETTER WAY TO THE SCHOOL DAY Student expects every driver to master these skills both in the classroom and on the skills course before they are practiced on the road. NEW DRIVERS In addition to completing First Student's minimum 43 -hour program, each new school bus driver candidate is prepared for their state or province required license exam. Ali additional state, province, local or school district required training is also completed, EXPERIENCED DRIVERS Each experienced driver who is currently certified by the state cr province to operate a school bus, but new to First Student, is required to complete First Student's 17 -hour program. All additional state, province, local or schoo' district required training is also completed, TRAINING DRIVERS AND MONITORS FOR SPECIAL TRANSPORT STUDENTS WITH DISABILITIES Special -needs transportation regulations are constantly evolving. Not only are the requirements increasing, but so is the number of students with disobiiitles. Firs' Student has a team of experts who continue to research, learn, educate and inform our employees and partners on the aver - changing role of the transportation Provider, First Student understands that transporting students with disabilities requires a unique skill set, universally as wail as individually, since all interaction must be based on a student's specific needs, Translating, understanding, and managing to a student's mental, physical and emotional requirements are critical to a special -needs child's success. We create an environment and relationship with the family so they feel secure in the knowledge that we will deliver their child safely. "Our kids know you core about them, and when if see them put First Student on the side of the bus during the poster First Student rneets or exceeds all federal, state and provincial contest, that tells us how much they laws and regulations regarding the transportation of children with love their bus driver. We know you disaloWties and special needs. Our drivers and monitors are deliver the whole package." required to complete training in all areas related to transporting ch ldien with special needs, Including any special equipmeni Pat Bailey, Director of Transportation used, We conduct numerous special -needs education programs Syracuse City School District utilizing 'workshops, video presentations, driver manuals and on- 'he -job training. Our drivers and monitors assigned to special transport students with disabilities are trained to recognize and respond to passengers who display a variety of mental, physical and emotional conditions. www.firaiaiudanEsna , com J $