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AG 19-240 - First Student, Inc. RETURN TO. EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: FWCC 2. ORIGINATING STAFF PERSON: Trisha Pluckne8 EXT: 6921 3. DATE REQ.B� 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 ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION It CONTRACT AMENDMENT(AG#): 19-240 ❑ INTERLOCAL ❑ OTHER 5. PROJECT NAME: Charter Bus Transportation Services 6. NAME OF CONTRACTOR: First Student,Inc. ADDRESS: TELEPHONE E-MAIL: FAX: SIGNATURE NAME: Scott SDiyey TITLE Chief Financial Officer 7. EXHIBITS AND ATTACHMENTS:N SCOPE,WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE A ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: upon execution COMPLETION DATE: December 91,2021 9. TOTAL COMPENSATION$ 19,000.00(no additional) (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE:❑YES LINO IF YES,MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ®YES ONO IF YES,$ PAID BY:❑CONTRACTOR❑CITY RETAINAGE: RETAINAGE AMOUNT: ❑RETAINAGE AGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: 001-7200-352-571-14-410 10. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW MP 11/24/2020 11. COUNCIL APPROVAL(IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (Include dept.support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) INITIAL/DATE SIGNED ❑ LAW DEPARTMENT ❑ SIGNATORY(MAYOR OR DIRECTOR) ❑ CITY CLERK l (� ❑ ASSIGNED AG# AG# COMMENTS: 2/2017 CITY OF CITY HALL ��' � Feder l Avenue South Federal Way,WA 98003-6325 (253)835-7000 www.crtyoffedera 1vmy com AMENDMENT NO. 1 TO GOODS AND SERVICES AGREEMENT FOR CHARTER BUS TRANSPORTATION SERVICES This Amendment ("Amendment No. 1") 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"), for valuable consideration and by mutual consent of the Parties, agree to amend the original Agreement for Charter Bus Transportation Services("Agreement")dated effective December 11,2019,as follows: 1. AMENDED TERM.The term of the Agreement,as referenced by Section 1 of the Agreement and any prior amendments thereto, shall be amended and shall continue until the completion of the Services,but in any event no later than December 31, 2021 ("Amended Term"). 2. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior amendments thereto,not modified by this Amendment,shall remain in full force and effect.Any and all acts done by either Party consistent with the authority of the Agreement, together with any prior amendments thereto, after the previous expiration date and prior to the effective date of this Amendment, are hereby ratified as having been performed under the Agreement,as modified by any prior amendments,as it existed prior to this Amendment.The provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The Parties whose naives appear below swear under penalty of perjury that they are authorized to enter into this Amendment,which is binding on the parties of this contract. [Signature page follows] AMENDMENT - 2 - Rev. 3/2017 CITY OF CITY HALL '4! Federal y Feder 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www atyoffederalway com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: ATTEST: By: t J01 titton. r7/Zioz-0 ector St ha 'e Courtney, CM . City Clerk DATE: /Z APPROVED AS TO FORM: J. Ryan Call, City Attorney FIRST STUDENT, INC.: By; Scott Spivey, Chief Officer DATE: kJL,,Q� OH/0 STATE OF N**RfWGT-e9) ) ss. COUNTY OF Alrmi l oi ) On this day personally appeared before me Scott Spivey, to me known to be the Chief'Finzincial Officer of First Student, Inc. 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 oatli 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 3O/h day of No\I,-rn 6 e r , 204 a Notary's$ Ago t Nbt , ; nntdaz}ie � Notary Public in and for the State of WnViing O h� o My commission expires n o ex p, 'a�1 o1 4�dr AMENDMENT - 3 - Rev. 3/2017 DATE(MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 07/01/2020 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(ies) 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 w certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Aon Risk Services Northeast, Inc. PHONE (g66) 283-7122 FAX (800) 363-0105 v C/O ADn Client Services (A/C.No.Ext): C.No.' 0 4 overlook Point E-MAIL Lincolnshire IL 60069 USA ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURED INSURERA: National union Fire Ins CO of Pittsburgh 19445 First Student Inc INSURER B: New Hampshire Insurance Company 23841 600 vine Street suite 1400 INSURER C: American Home Assurance Co. 19380 Cincinnati OH 45202 USA INSURERD: AIG Specialty Insurance Company 26883 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570082858682 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 Limits shown are as requested INSR TYPE OF INSURANCE ADDL SUER POLICY NUMBER POLICY EFF MlatDON�YY, POLICY EXP LIMITS LTRA X COMMERCIAL GENERAL LIABILITY Y GL3 2 04/01/2020 4/Ol 1 EACHOCCURRENCE $10,000,000 CLAIMS-MAD IA E I X OCCUR DAMAGE TO RENTED $5 000 000 P!aPMSE5 Esoca.mente MED EXP(Any one person) Excluded PERSONAL B ADV INJURY $10,000,000 N 00irLAGGREGATE LIMIT APPLIES PER: GENERAL - AGGREGATE $10,000,000 N POLICY EPRO Eyl .0 PRODUCTS COMP/OP AGG $10,000,000 m JECT � m 0 OTHER o r A AUTOMOBILE LIABILITY Y CA1921809 04/01/2020 04/01/2021 COMBINED tSINGLE LIMIT S10,000,000 AOS A Y CA1921808 04/01/2020 04/01/2021 BODILY INJURY(Per person) c X ANV AUTO OWNED SCHEDULED VA BODILY INJURY(Per accident) d A AUTOS ONLY AUTOS CA1921810 04/01/2020 04/01/2021 PROPERTY DAMAGE cc HIREDAUTOS NON-OWNED MA Per accident/ ONLY AUTOS ONLY v k d UMBRELLA LIAR OCCUR EACH OCCURRENCE U H EXCESS LIAB CLAIMS-MADE AGGREGATE D"cD Ir..PTF':-IDN B WORKERS COMPENSATION AND WC014649551 04/01/2020 04/01/2021 X PER STATUTE I OTH B EMPLOYERS'LIABILITY YIN WC014649550 04/01/2020 0410112021. C ANY PROPRIETOR/PARTNER/EXECUTIVE N WC014649548 04/O1/2020 04/O1/2021 EL EACH ACCIDENT $5,000,000 OFFICE MEMBER EXCLUDED? N/A B (Mandatory in NH) wc014649547 04/01/2020 04/01/2021 FI nISFASE-EA EMPLOYEE $5,000,000 B If yes,describe under WC014649549 04/01/2020 04/0 POLICY LIMIT $5,000,000 DESCRIPTION OF OPERATIONS below A Excess WC XWC6583124 04/01/2020 04/01/1011 EL Each Accident $5,000,000 SIR applies per policy terms & condi ions EL Disease - Policy $5,000,000 EL Disease - Ea Emp $5,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Sexual Abuse and Molestation Coverage included under the General Liability Policy. RE: Location Number: 20229. city of Federal way is included as Additional insured in accordance with the policy provisions of the General Liability and Automobile N Liability policies. a� CERTIFICATE HOLDER CANCELLATION a� SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS- City Of Federal Way AUTHORIZED REPRESENTATIVE Attn: Kimberly Ledyard 33325 8th Ave. S. �1 Federal Way WA 98003 USA Jssa.Q� c ��sG�iFt3:fJ��� ©1968-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 100000000112 LOC#: ADDITIONAL REMARKS SCHEDULE Page _ of _ Aon Risk Services Northeast, Inc. First Student Inc see Certificate Number: 570082858682 NAIC CODE see Certificate Number: 570082858682 EFFECTIVE DATE ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance INSURER(S)AFFORDING COVERAGE NAIC# NSURER zI,RER INSURER INSURER ADDITIONAL POLICIES If a policy below does not include limit information,refer to the corresponding policy on the ACORD certificate form for policy limits. POLICY POLICY INSR ADDL SUBR POLICYNUMBER EFFECTIVE EXPIRATION LIMITS LTR TYPE OF INSURANCE INSD WVD DATE DATE (MMIDDIYYYY) (MMIDDIYYYY) OTHER D Excess Auto Lia 6631262 04/01/2020 04/01/2021 Each $15,000,000 $15M x $10M Occurrence Aggregate $15,000,000 ACORD 101(2008101) ®2008 ACORD CORPORATION All rights reserved The ACORD name and logo are registered marks of ACORD RETURN TO: EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: �1�] 2. ORIGINATING STAFF PERSON: EXT: 3. DATE REQ.B 4. TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT(E.CL,RFB,RFP,RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG 0 REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT(AG#): ❑ INTERLOCAL ❑ OTHER (�} 5. PROJECT NAME: 3e, ` J 6. NAME OF CONTRACTOR: r ADDRESS: TELEPHONE E-MAIL: FAX: SIGNATURE NAME: . TITLE 7. EXHIBITS AND ATTACHMENTS:❑ SCOPE,WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR �CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: COMPLETION DATE: C �� 9. TOTAL COMPENSATION$� (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES 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:ElCONTRACTOR❑CITY RETAINAGE: RETAINAGE AMOUNT: ❑RETAINAGE AGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: -"� �V�w ~�/L?= [f r� 10. DOCUMENT/CONTRACT REVIEW INITIAL/DAI-E R l-'V-I ENi LD INITIAL/DATE APPROVED ❑ PROJECT MANAGER ❑ DIRECTOR 1 ❑ RISKMANAGEMENT (IFAPPLICABLE) ❑ LAW 11. COUNCIL APPROVAL(IF APPLICABLE) SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE: SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR I MONTH PRIOR TO EXPIRATION DATE (Include dept.support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) INITIAL/DATE SIGNED ❑ LAW DEPARTMENT ER 1 1 ))Q-C- Z►o C ❑ SIGNATORY(MAYOR OR DIRECTOR) ❑ CITY CLERK ❑ ASSIGNED AG# AG# �A~ � ❑ SIGNED COPY RETURNED DATE SENT: COMMENTS: 1/201 R CITY OF CITY HALL Federal Wa 33325 8th Avenue South �� Federal Way,WA 980038003 -6325 (253)835-7000 www cifyoffederalway corn GOODS AND SERVICES AGREEMENT FOR CHARTER BUS 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.: CITY OF FEDERAL WAY: Jenean Barbour Kim Ledyard 1128 St. Paul Ave. 876S333 rd St Tacoma, WA 98421 Federal Way, WA 98003-6325 (253) 272-7750 xt 3 (telephone) (253) 835-6934 (telephone) (253) 272-7799 (facsimile) (253) 835-6929 (facsimile) jenean.barbour@,firstgroup.com kim.ledyard@cityoffederalway.com The Parties agree as follows: 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 December 31, 2020 ("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 fi-orn the City of the defect. If the Contractor does not accomplish the corrections within a reasonable time as determined by GOODS AND SERVICES AGREEMENT - 1 - 9/2017 CITY OF CITY HALL Federal edaral Way r� 33325 8th Avenue South lY■lY! Federal Way.WA 98003-6325 vw�, (253) 835-7000 wmy crryoffederahvay com 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. 2.3 Time,DocurnentatiorI, anal lnspectiO 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 of the 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 of the 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 tenninate 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 has been performed and within thirty(30)days after receipt and approval by the appropriate City representative of the voucher or invoice. If the Work does 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 of this 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. GOODS AND SERVICES AGREEMENT - 2 - 9/2017 ' `Federal Way CITY HALL 33325 8th Avenue South ' � Federal Way.WA 98003-6325 (253) 835-7000 m"v uryoffederalway com 4.4 Non-Appropriation 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. 5. INDEMNIFICATION. 5.1 'Conti-actorm 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 indernnification.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 Citv 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 GOODS AND SERVICES AGREEMENT -3 - 9/2017 CITY of CITY HALL Fe+d a ra l Wa Feder 8th Avenue South � Federal Way.WA 98003-6325 (253) 835-7000 www cityoffederalway.com 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 cavy 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 Contractor's insurance and shall not contribute with it. 6.3. Additional IiisLii-cd. Ventication. The City shall be named as additional insured on all commercial general liability insurance policies. CMICWTent with the execution of this Agreement, Contractor shall provide certificates of insurance for all commercial (,eneral liability policies attached hereto as Exhibit"C"and incorporated by this reference. At City's request,Cont mctor s1)a11 fiunish the City with copies of all insurance policies and with evidence of paymient of premiums or ices of sucli policies. If Contractor's insurance policies are"claims made," Contractor shall be required to maintain tail co.crage I16-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 GOODS AND SERVICES AGREEMENT -4- 9/2017 CITY OF CITY HALL Fed era I wa 33325 8th Avenue South � Federal Way,WA 98003-6325 (253) 835-7000 u%w atyoffedernlway com or audit by the City, its authorized representative,the State Auditor,or other goverrunental 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 Safely. 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,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. CONFLIC"I OF INTEREST. It is recognized that Contractor may or will be performing professional services during the Tenn 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 GOODS AND SERVICES AGREEMENT - 5 - 9/2017 CITY OF CITY HALL Federal Feder 8th Avenue South y Federal Way,WA 98003-6325 (253) 835-7000 www..cityoffederalway corn 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 of the 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 terns 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 Assismiiient 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 terns 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 Pal ties hereto.No other person or entity shall have any right of action or interest in this Agreement based on any provision set forth herein. 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 of the 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 GOODS AND SERVICES AGREEMENT - 6 - 9/2017 CITY of CITY HALL ��� Fe _f4"'#f r e ra l ■ �V►Ml a 33325 8th Avenue South .�:.►► � Federal Way,WA 98003-6325 (253) 835-7000 www.cityoffederalway corn 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 of the 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 maybe 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 maybe 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 of this Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement shall be the"date of mutual execution"hereof. [Signature page follows] GOODS AND SERVICES AGREEMENT - 7 - 9/2017 CITY OF CITY HALL Federal ■{V■1Yi■� 33325 8th Avenue South � FederallWay,WA 98003-6325 (253) 835-700a lrr,AvnyCom IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: ATTEST: Iz— Joelutton, P, i ector la ie Courtney, CMC, Ci Ark DATE: 1'Z Aft / APPROVED AS TO FORM: J. Ryan Call, City Attorney FIRST STUDENT, INC.: By: Scott Spivey, Chief Financial Officer DATE: STATE OF OHIO ) ss. COUNTY OF d�,M On this day personally appeared before me Scott Spivey, to me known to be the Chief financial Officer of First Student, Inc. 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 day of Decg n ber 2013 "IR i AeL+'S•. , Notary's signature Notary's printed name —rRfi S P} 9r;vi-t-or TSB Notary Public in and for the State of Ohio. My * *= Notary Public.State of 0tk commission exp i res q • 2.0. 2.2- M Y Cam mission Falpna S1Q.?(t22 GOODS AND SERVICES AGREEMENT - 8 - 9/2017 CITY OF CITY HALL Fe d e 1 a I ■ � a 33325 Avenue South � ■►�r/v y Federal Way,WA 98003-6325 (253)835-7000 Kiw..ch Yorreder3h",a),com EXHIBIT "A" SERVICES 1. The Contractor shall do or provide the following: Contractor shall provide the City of Federal Way with passenger buses and bus drivers to transport recreation participants to and from various events and locations throughout the year. GOODS AND SERVICES AGREEMENT - 9 - 9/2017 CITY OF CITY HALL Federal `■�1■lVI a� 33325 8th Avenue South Federal Way,WA 98003-6325 (253)835-7000 wmv cityoffederalway com EXHIBIT "B" COMPENSATION 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed Nineteen Thousand and NO/100 Dollars ($19,000.00). 2. Method of Compensation: Contractor agrees to offer-a ten percent(10%)discount on all charter bus transportation services. Prices before discount are as follows: 47/71 passenger buses will be billed at$255.00 for the first three(3)hours, then$85.00 for each additional hour 56/83 passenger buses will be billed at$330.00 for the first three(3) hours,then$85.00 for each additional hour A$6.00/hour fuel surcharge will also be assessed. GOODS AND SERVICES AGREEMENT - 10 - 9/2017