Rev. 3/2023 Page 1 of 17 Vendor Agreement for
One Time Service
VENDOR AGREEMENT FOR ONE TIME SERVICE
between
The City of San Marino
2200 Huntington Drive
San Marino, CA 91108
&
Mission School Transportation, Inc.
201 West Sotello Street
Los Angeles, CA 90012
Rev. 3/2023 Page 2 of 17 Vendor Agreement for
One Time Service
AGREEMENT FOR VENDOR SERVICES WITH MISSION SCHOOL
TRANSPORTATION, INC.
This AGREEMENT (“AGREEMENT”) is made and entered into as of July 1, 2024 (the “Effective Date”), by and between the City of San Marino, a municipal corporation (“CITY”), and Mission School Transportation, Inc. (“VENDOR”).
RECITALS:
CITY wishes to retain the services of an experienced and qualified VENDOR to provide transportation services as described in the Request for Proposal attached hereto as Exhibit “A”.
VENDOR represents and warrants that it is qualified to perform those services.
AGREEMENT:
I. SERVICES TO BE PERFORMED BY VENDOR
VENDOR will provide the services listed in the Request for Proposal attached hereto as Exhibit A, and VENDOR’s Proposal attached hereto as Exhibit B.
VENDOR warrants that all work and services described therein will be performed in a competent, professional and satisfactory manner.
II. LICENSES; STANDARD OF CARE
A. VENDOR represents and agrees that all personnel engaged by VENDOR in performing services are and shall be fully qualified and are authorized or permitted under state and local law to perform such services. VENDOR represents and warrants to CITY that it has all licenses, permits, qualifications, and approvals required of its profession to provide the services and work required to be performed by this AGREEMENT. VENDOR further represents and warrants that it shall keep in effect all such licenses, permits, and other approvals during the term of this AGREEMENT.
B. VENDOR shall perform the services under this AGREEMENT in a skillful and competent manner. VENDOR shall be responsible to CITY for any errors or omissions in the performance of work pursuant to this AGREEMENT.
Should any errors caused by VENDOR be found in such services or products, VENDOR shall correct such errors at no cost to the CITY.
III. TERM
Unless earlier terminated in accordance with Paragraph 5 below, the AGREEMENT will continue in full force and effect from the Effective Date through Rev. 3/2023 Page 3 of 17 Vendor Agreement for
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June 30, 2025. Upon mutual written AGREEMENT, the term of this AGREEMENT can be extended annually for up to four (4) additional one (1) year periods.
IV. COMPENSATION
A. Vendor’s Fee
For services rendered pursuant to this AGREEMENT, VENDOR will be paid in accordance with the Compensation Schedule attached hereto as Exhibit B, provided, however, that in no event will the total amount of money paid the VENDOR, for services initially contemplated by this AGREEMENT, exceed the sum of $42,500.00 (“Agreement Sum”), unless otherwise first approved in writing by CITY. Should this AGREEMENT be renewed, the VENDOR’s fee may be adjusted upon the written agreement of the parties; however, at no time will any annual price increase exceed the Consumer Price Index (CPI) over the last 12 months based on the latest data available at the time of the contract extension as published by the U.S. Bureau of Labor Statistics (www.bls.gov) for Transportation in Los Angeles-Long Beach-Anaheim, CA, all urban consumers, not seasonally adjusted published Consumer Price Index (CPI).
B. Schedule of Payment
Provided the VENDOR is not in default under the terms of this AGREEMENT, upon presentation of an invoice, VENDOR will be paid the undisputed fees described in Paragraph 4.A. above, according to the Compensation Schedule. Payment will be due within thirty (30) days after the date of the invoice. CITY will not withhold any applicable federal or state payroll and other required taxes, or other required or authorized deductions from payments made to VENDOR.
V. TERMINATION OF AGREEMENT
A. The CITY may at any time, for any reason, with or without cause, suspend or terminate this AGREEMENT, or any portion hereof, by giving written notice to VENDOR at least five (5) calendar days before the termination or suspension is to be effective. Upon receipt of said notice, the VENDOR shall immediately cease all work under this AGREEMENT, unless the notice provides otherwise. If the CITY suspends or terminates a portion of this AGREEMENT, such suspension or termination shall not make void or invalidate the remainder of this AGREEMENT.
B. In the event this AGREEMENT is terminated pursuant to this Section, the CITY shall pay VENDOR for all services satisfactorily rendered through the last working day this AGREEMENT is in effect; providing that in no Rev. 3/2023 Page 4 of 17 Vendor Agreement for
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event, including but not limited to termination, shall VENDOR be entitled to receive more than the Agreement Sum set forth in paragraph 4. Upon termination of the AGREEMENT pursuant to this Section, the VENDOR will submit an invoice to the CITY pursuant to Section 4. Neither party shall have any other claim against the other party by reason of termination pursuant to this paragraph 5.
VI. FORCE MAJEURE
If any party fails to perform its obligations because of strikes, lockouts, labor disputes, embargoes, acts of God, inability to obtain labor or materials or reasonable substitutes for labor or materials, governmental restrictions, governmental regulations, governmental control, judicial orders, enemy or hostile governmental action, civil commotion, fire or other casualty, or other causes beyond the reasonable control of the party obligated to perform, then that party’s performance shall be excused for a period equal to the period of such cause for failure to perform.
VII. RETENTION OF FUNDS
VENDOR authorizes CITY to deduct from any amount payable to VENDOR (whether or not arising out of this AGREEMENT) any amounts the payment of which may be in dispute or that are necessary to compensate CITY for any losses, costs, liabilities, or damages suffered by CITY, and all amounts for which CITY may be liable to third parties, by reason of VENDOR’s acts or omissions in performing or failing to perform VENDOR’s obligations under this AGREEMENT.
In the event that any claim is made by a third party, the amount or validity of which is disputed by VENDOR, or any indebtedness exists that appears to be the basis for a claim of lien, CITY may withhold from any payment due, without liability for interest because of the withholding, an amount sufficient to cover the claim. The failure of CITY to exercise the right to deduct or to withhold will not, however, affect the obligations of VENDOR to insure, indemnify, and protect CITY as elsewhere provided in this AGREEMENT.
VIII. CITY REPRESENTATIVE
City Manager is designated as the “CITY Representative”, authorized to act in its behalf with respect to the work and services specified in this AGREEMENT and to make all decisions in connection with this AGREEMENT. Whenever approval, directions, or other actions are required by CITY under this AGREEMENT, those actions will be taken by the CITY Representative, unless otherwise stated. The CITY’s City Manager has the right to designate another CITY Representative at any time, by providing notice to VENDOR.
IX. VENDOR REPRESENTATIVE(S)
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The following principal(s) of VENDOR are designated as being the principal(s) and representative(s) of VENDOR authorized to act in its behalf with respect to the work specified in this AGREEMENT and make all decisions in connection with this AGREEMENT:
James Lasky, Director of Business Development
X. INDEPENDENT CONTRACTOR
A. VENDOR is an independent contractor and not an employee of CITY. All services provided pursuant to this AGREEMENT shall be performed by VENDOR or under its supervision. VENDOR will determine the means, methods, and details of performing the services. Any additional personnel performing services under this AGREEMENT on behalf of VENDOR shall also not be employees of CITY and shall at all times be under VENDOR’s exclusive direction and control. VENDOR shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of services under this AGREEMENT and as required by law. VENDOR shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers’ compensation insurance.
B. VENDOR shall indemnify and hold harmless CITY and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs, and expenses of any nature to the extent arising from VENDOR’s personnel practices. CITY shall have the right to offset against the amount of any fees due to VENDOR under this AGREEMENT any amount due to CITY from VENDOR as a result of VENDOR’s failure to promptly pay to CITY any reimbursement or indemnification arising under this Section. All duties of VENDOR under this Section shall survive termination of this AGREEMENT.
C. In the event that VENDOR provides any of the services by or through any employee or any person whose work under this AGREEMENT becomes cause for any payment or contribution required by law, including but not limited to the California Public Employees' Pension Reform Act (PEPRA), to the Public Employee Retirement System, VENDOR shall be solely responsible for all such payments or contributions. VENDOR shall indemnify and hold harmless CITY and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of CITY officials, from any and all liability, damages, claims, costs, and expenses of any nature to the extent arising from VENDOR’s failure to make any such payment or contribution. CITY shall have the right to offset against the amount of any fees due to VENDOR under Rev. 3/2023 Page 6 of 17 Vendor Agreement for
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this AGREEMENT any amount due to CITY from VENDOR as a result of VENDOR’s failure to promptly pay to CITY any reimbursement or indemnification arising under this section. All duties of VENDOR under this Section shall survive termination of this AGREEMENT.
XI. BUSINESS LICENSE
The VENDOR must obtain a CITY business license prior to the start of work under this AGREEMENT, unless VENDOR is qualified for an exemption.
XII. OTHER LICENSES AND PERMITS
VENDOR warrants that it has all professional, contracting and other permits and licenses required to undertake the work contemplated by this AGREEMENT.
XIII. VENDOR’S ACCOUNTING RECORDS; OTHER PROJECT RECORDS Records of the VENDOR’s time pertaining to the project, and records of accounts between CITY and the VENDOR, will be kept on a generally recognized accounting basis. VENDOR will also maintain all other records, including without limitation specifications, drawings, progress reports and the like, relating to the project. All records will be available to CITY during normal working hours.
VENDOR will maintain these records for three (3) years after final payment.
XIV. INDEMNIFICATION
Vendor shall indemnify, defend, and hold harmless the CITY, and its officers, employees, and agents (“CITY Indemnitees”), from and against any and all causes of action, claims, liabilities, obligations, judgments, or damages, including reasonable attorney’s fees and costs of litigation (“claims”), arising out of the Vendor’s performance of its obligations under this agreement or out of the operations conducted by Vendor, including the CITY’s active or passive negligence, except for such loss or damage arising from the sole negligence or willful misconduct of the CITY. In the event the CITY Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from Vendor’s performance of this Agreement, the Vendor shall provide a defense to the CITY Indemnitees or at the CITY’s option reimburse the CITY Indemnitees their costs of defense, including reasonable attorney’s fees, incurred in defense of such claims.
Payment by CITY is not a condition precedent to enforcement of this indemnity.
In the event of any dispute between Vendor and CITY, as to whether liability arises from the sole negligence or willful misconduct of the CITY or its officers, employees, or agents, Vendor will be obligated to pay for CITY’s defense until such time as a final judgment has been entered adjudicating the CITY as solely negligent or to have acted with willful misconduct. Vendor will not be entitled in Rev. 3/2023 Page 7 of 17 Vendor Agreement for
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the absence of such a determination to any reimbursement of defense costs including but not limited to attorney’s fees, expert fees, and costs of litigation.
XV. NON-LIABILITY OF CITY OFFICERS AND EMPLOYEES
No officer or employee of CITY will be personally liable to VENDOR, in the event of any default or breach by the CITY or for any amount that may become due to VENDOR under this Agreement.
XVI. INSURANCE
Without limiting VENDOR’s indemnification of CITY, and prior to commencement of Work, VENDOR shall obtain, provide and maintain at its own expense during the term of this AGREEMENT, policies of insurance of the type and amounts described below and in a form that is satisfactory to CITY.
General liability insurance. VENDOR shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $2,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.
Automobile liability insurance. VENDOR shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the VENDOR arising out of or in connection with Work to be performed under this AGREEMENT, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $10,000,000 combined single limit for each accident.
Umbrella or excess liability insurance. VENDOR shall obtain and maintain an umbrella or excess liability insurance policy with limits that will provide bodily injury, personal injury and property damage liability coverage at least as broad as the primary coverages set forth above, including commercial general liability, automobile liability, and employer’s liability. Such policy or policies shall include the following terms and conditions:
• A drop down feature requiring the policy to respond if any primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason;
• Pay on behalf of wording as opposed to reimbursement; • Concurrency of effective dates with primary policies; Should Vendor obtain and maintain an excess liability policy, such policy shall be excess over commercial general liability, automobile liability, and employer’s Rev. 3/2023 Page 8 of 17 Vendor Agreement for
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liability policies. Such policy or policies shall include wording that the excess liability policy follows the terms and conditions of the underlying policies.
Workers’ compensation insurance. VENDOR shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000).
Vendor shall submit to the CITY, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of the CITY, its officers, agents, employees, and volunteers.
Sexual Abuse/Molestation Insurance. VENDOR shall procure and maintain sexual abuse/molestation liability coverage with limits of not less than $1,000,000 per occurrence and $2,000,000 general aggregate. Coverage may be provided as part of commercial general liability coverage, professional liability coverage, or as a separate policy.
VENDOR shall submit to CITY, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of CITY, its officers, agents, employees and volunteers.
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Other provisions or requirements
Proof of insurance. Vendor shall provide certificates of insurance and required endorsements to CITY as evidence of the insurance coverage required herein.
Insurance certificates and endorsements must be approved by CITY’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with CITY for the contract period and any additional length of time required thereafter. CITY reserves the right to require complete, certified copies of all required insurance policies, at any time.
Duration of coverage. Vendor shall procure and maintain for the contract period, and any additional length of time required thereafter, insurance against claims for injuries to persons or damages to property, or financial loss which may arise from or in connection with the performance of the Work hereunder by Vendor, their agents, representatives, employees, or subconsultants.
Primary/non-contributing. Coverage provided by VENDOR shall be primary and any insurance or self-insurance procured or maintained by CITY shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of CITY before the CITY’s own insurance or self-insurance shall be called upon to protect it as a named insured.
CITY’s rights of enforcement. In the event any policy of insurance required under this AGREEMENT does not comply with these specifications or is canceled and not replaced, CITY has the right but not the duty to obtain the insurance it deems necessary and any premium paid by CITY will be promptly reimbursed by VENDOR or CITY will withhold amounts sufficient to pay premium from VENDOR payments. In the alternative, CITY may cancel this AGREEMENT.
Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the CITY’s Risk Manager.
Waiver of subrogation. All insurance coverage maintained or procured pursuant to this AGREEMENT shall be endorsed to waive subrogation against CITY, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow VENDOR or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. VENDOR Rev. 3/2023 Page 10 of 17 Vendor Agreement for
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hereby waives its own right of recovery against CITY, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
Enforcement of contract provisions (non estoppel). VENDOR acknowledges and agrees that any actual or alleged failure on the part of the CITY to inform VENDOR of non-compliance with any requirement imposes no additional obligations on the CITY nor does it waive any rights hereunder.
Requirements not limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the VENDOR maintains higher limits than the minimums shown above, the CITY requires and shall be entitled to coverage for the higher limits maintained by the VENDOR. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY.
Notice of cancellation. VENDOR agrees to oblige its insurance agent or broker and insurers to provide to CITY with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. If any of the Vendor’s insurers are unwilling to provide such notice, then Vendor shall have the responsibility of notifying the CITY immediately in the event of Vendor’s failure to renew any of the required insurance coverages or insurer’s cancellation or nonrenewal.
Additional insured status. General liability, automobile liability, and umbrella/excess liability insurance policies shall provide or be endorsed to provide that CITY and its officers, officials, employees, agents, and volunteers shall be additional insureds under such policies.
Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to CITY and approved of in writing.
Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that VENDOR’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions.
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Pass through clause. Vendor agrees to ensure that its subconsultants, subcontractors, and any other party who is brought into or involved in the services by Vendor (hereinafter collectively “Subcontractor”), provide the same minimum insurance coverage and endorsements required of Vendor. Vendor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section.
However, in the event Vendor’s Subcontractor cannot comply with this requirement, which proof must be submitted to the CITY, Vendor may still be able to utilize the Subcontractor provided Vendor shall be required to ensure that its Subcontractor provide and maintain insurance coverage and endorsements sufficient to the specific risk of exposure involved with Subcontractor’s scope of work and services, with limits less than required of the Vendor, but in all other terms consistent with the Vendor’s requirements under this Agreement. This provision does not relieve the Vendor of its contractual obligations under the Agreement and/or limit its liability to the amount of insurance coverage provided by its Subcontractors. This provision is intended solely to provide Vendor with the ability to utilize a Subcontractor who may be otherwise qualified to perform the work or services but may not carry the same insurance limits as required of the Vendor under this Agreement given the limited scope of work or services provided by the Subcontractor. Vendor agrees that upon request, all agreements with Subcontractors, and others engaged in the services, will be submitted to CITY for review.
CITY’s right to revise specifications. The CITY reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the VENDOR ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the VENDOR, the CITY and VENDOR may renegotiate VENDOR’s compensation.
Self-insured retentions. Any self-insured retentions must be declared to and approved by CITY. CITY reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible, or require proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention through confirmation from the underwriter.
Timely notice of claims. VENDOR shall give CITY prompt and timely notice of claims made or suits instituted that arise out of or result from VENDOR’s performance under this AGREEMENT, and that involve or may involve coverage under any of the required liability policies.
Additional insurance. VENDOR shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work.
XVII. SUBCONTRACTORS
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Before VENDOR retains or hires a subcontractor to provide any work, labor, or services relative to this AGREEMENT, VENDOR must:
A. Present the name and identifying information of the subcontractor that will provide any work, labor, or services to CITY;
B. Present to the CITY the form of subcontract that will be used with the subcontractor for CITY’s approval, which approval will not be unreasonably withheld. Such subcontract AGREEMENT must include an indemnity agreement that is generally in accord with the indemnity obligations contained in Paragraph 14 of this AGREEMENT and must specifically name the CITY as an indemnified party; and C. Secure from the subcontractor evidence of insurance coverage that meets with this AGREEMENT including naming the CITY as an additional insured as required by this AGREEMENT, unless such requirement is waived in writing by the CITY Risk Manager as provided in Paragraph 18 below.
XVIII. CONFLICT OF INTEREST
No officer or employee of the CITY may have any financial interest, direct or indirect, in this AGREEMENT, nor may any officer or employee participate in any decision relating to the AGREEMENT that effects the officer or employee’s financial interest or the financial interest of any corporation, partnership or association in which the officer or employee is, directly or indirectly interested, in violation of any law, rule or regulation.
No person may offer, give, or agree to give any officer or employee or former officer or employee, nor may any officer or employee solicit, demand, accept, or agree to accept from another person, a gratuity or an offer of employment in connection with any decision, approval, disapproval, recommendation, preparation or any part of a program requirement or a purchase request, influencing the content of any specification or procurement standard, rendering of advice, investigation, auditing, or in any other advisory capacity in any way pertaining to any program requirement, contract or subcontract, or to any solicitation or proposal.
XIX. NOTICE
All notices, requests, demands, or other communications permitted or required under this AGREEMENT shall be in writing. Notice will be sufficiently given for all purposes as follows:
A. Personal delivery. When personally delivered to the recipient; notice is effective on delivery.
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B. First Class mail. When mailed first class to the last address of the recipient known to the party giving notice; notice is effective three mail delivery days after deposit in an United States Postal Service office or mailbox.
C. Certified mail. When mailed certified mail, return receipt requested; notice is effective on receipt, if delivery is confirmed by a return receipt.
D. Overnight delivery. When delivered by an overnight delivery service, charges prepaid or charged to the sender’s account; notice is effective on delivery, if delivery is confirmed by the delivery service.
E. Facsimile transmission. When sent by fax to the last fax number of the recipient known to the party giving notice; notice is effective on receipt.
Any notice given by fax will be deemed received on the next business day if it is received after 5:00 p.m. (recipient’s time) or on a non-business day.
Addresses for purpose of giving notice are as follows:
To CITY: City of San Marino
2200 Huntington Drive
San Marino, California 91108
Attention: City Manager
To VENDOR: Mission School Transportation, Inc.
201 Sotello Street
Los Angeles, CA 90012
Attention: James Lasky
F. Any correctly addressed notice that is refused, unclaimed, or undeliverable because of an act or omission of the party to be notified, will be deemed effective as of the first date the notice was refused, unclaimed or deemed undeliverable by the postal authorities, messenger or overnight delivery service.
G. Either party may change its address or fax number by giving the other party notice of the change in any manner permitted by this AGREEMENT.
Any change in address or fax number that is not provided to the other party will not void delivery of any notice under this AGREEMENT, and delivery to the last known address or fax number shall be deemed sufficient for notice under this AGREEMENT.
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XX. PROHIBITION AGAINST ASSIGNMENT AND SUBCONTRACTING
This AGREEMENT and all exhibits are binding on the heirs, successors, and assigns of the parties. The AGREEMENT may not be assigned or subcontracted by either CITY or VENDOR without the prior written consent of the other.
XXI. INTEGRATION; AMENDMENT
This AGREEMENT represents the entire understanding of CITY and VENDOR as to those matters contained in it. No prior oral or written understanding will be of any force or effect with respect to the terms of this AGREEMENT. The AGREEMENT may not be modified or altered except in writing signed by both parties.
XXII. INTERPRETATION
The terms of this AGREEMENT should be construed in accordance with the meaning of the language used and should not be construed for or against either party by reason of the authorship of this AGREEMENT or any other rule of construction that might otherwise apply.
XXIII. SEVERABILITY
If any part of this AGREEMENT is found to be in conflict with applicable laws, that part will be inoperative, null and void insofar as it is in conflict with any applicable laws, but the remainder of the AGREEMENT will remain in full force and effect.
XXIV. TIME OF ESSENCE
Time is of the essence in the performance of this AGREEMENT.
XXV. GOVERNING LAW; JURISDICTION
This AGREEMENT will be administered and interpreted under the laws of the State of California. Jurisdiction of any litigation arising from the AGREEMENT will be in a court of competent jurisdiction within the county in which CITY is located.
XXVI. COMPLIANCE WITH STATUTES AND REGULATIONS
VENDOR will be knowledgeable of and will comply with all applicable federal, state, county and city statutes, rules, regulations, ordinances and orders.
XXVII. WAIVER OF BREACH
No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default will impair the right or remedy or be construed as a waiver.
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A party’s consent or approval of any act by the other party requiring the party’s consent or approval will not be deemed to waive or render unnecessary the other party’s consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and will not be a waiver of any other default concerning the same or any other provision of this AGREEMENT.
XXVIII. ATTORNEY’S FEES
If either party commences any legal, administrative, or other action against the other party arising out of or in connection with this AGREEMENT, the prevailing party in such action shall be entitled to have and recover from the losing party all of its attorneys’ fees and other costs incurred in connection therewith.
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XXIX. EXHIBITS
Each exhibits referenced in this AGREEMENT are hereby incorporated into the AGREEMENT as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this AGREEMENT, the terms of this AGREEMENT shall control over the CITY’s Request for Proposal, which shall govern over the terms of VENDOR’s Proposal.
XXX. VENDOR’S AUTHORITY TO EXECUTE
The persons executing this AGREEMENT on behalf of the VENDOR warrant that (i) the VENDOR is duly organized and existing under the appropriate State laws; (ii) they are duly authorized to execute this AGREEMENT on behalf of the VENDOR; (iii) by so executing this AGREEMENT, the VENDOR is formally bound to the provisions of this AGREEMENT; and (iv) the entering into this AGREEMENT does not violate any provision of any other AGREEMENT to which the VENDOR is bound.
VENDOR: Mission School Transportation, Inc.
By:
(Signature)
(Typed Name)
(Title)
CITY: City of San Marino
A Municipal Corporation APPROVED AS TO FORM:
___________________________ By: ___________________________ Philippe Eskandar CITY Attorney
City Manager
ATTEST:
___________________
CITY Clerk
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Attachments: Exhibit A Request for Proposal
Exhibit B Proposal