AGREEMENT TO PROVIDE STUDENT TRANSPORTATION SERVICES

AGREEMENT TO PROVIDE STUDENT TRANSPORTATION SERVICES This Agreement, entered into this day of _____ 20__, by and between the_________________________________________, hereinafter called the District, and CONTRACTOR NAME, hereinafter called the Contractor. WITNESSETH: WHEREAS, the parties are desirous of providing for certain student transportation services for the students of Anna Independent School District in accordance with the requirements of law and the terms and conditions provided for herein; and WHEREAS, in response to the District's Request for Proposals, Contractor submitted a Proposal under which it would provide student transportation to the District starting on or about _____________________, 20__ pursuant to a contract; and WHEREAS, this agreement is the contract negotiated by the parties setting forth, the terms and conditions governing the services to be provided by Contractor hereunder, NOW, THEREFORE, in consideration of the mutual promises of the parties, the covenants and conditions herein contained, and the mutual benefits to be derived herefrom, the parties agree as follows: SECTION 1. DEFINITION OF TERMS 1.1 DISTRICT shall mean the Anna Independent School District whose address for notices is 501 S. Sherley Anna, Texas 75413 1.2 SUPERINTENDENT shall mean the Superintendent of ____________________ Department of Education or his designee. the 1.3 CONTRACTOR shall mean ________________, whose address for notices is ______________________________________________. SCHOOL BUS or BUS shall mean a school bus body and chassis which is licensed by the State of ___________________ (the "State") to operate as a school bus or as a school district activity bus and which meets all applicable State requirements. 1.4 1 1.5 SCHOOL BUS DRIVER or DRIVER shall mean a legally qualified school bus operator, licensed by the State, who is reasonably acceptable to both the Contractor and the School District. MONITOR or AIDE shall mean a person performing the duties performed by persons holding such designations for the District prior to commencement of this Agreement. REGULAR DAILY RUN or REGULAR RUN shall mean any scheduled route which is established for the purpose of transporting students to and from school on a daily basis during the term of this Agreement. VEHICLE shall refer to a School Bus or other vehicle acquired by Contractor from the District, or otherwise, and used by the Contractor in the performance of this Agreement. BELL TIME shall mean the times designated by the Superintendent when schools take in students in the A.M. and dismiss them in the P.M. ROUTE shall mean the published bus stops and pick up and drop off times as established by the contractor and approved by the District for each bus (a bus may make more than one route a day). BUS DAY shall mean the sum total of the A.M., mid-day and P.M. trips exclusive of permitted trips, e.g. field trips. TRIP shall mean a completed route (a bus may make more than one trip a day). 1.6 1.7 1.8 1.9 1.10 1.11 1.12 1.13 UNIT COST shall mean the rate per bus per day charged by the Contractor as set forth in Section 11 of this agreement. SECTION 2. SCOPE OF THE WORK DURING THE SCHOOL YEAR. The Contractor hereby agrees to provide the student transportation services described by the district during the term of this Agreement. In providing those services, it is agreed that Contractor is operating as an independent contractor, subject only to the terms and conditions of this Agreement. All student transportation services provided by the Contractor hereunder shall comply with and be in accordance with all requirements of any applicable municipal, State, and federal laws, ordinances, rules and regulations and the terms and conditions of this Agreement. The Contractor shall provide the student transportation services in a safe, reasonable and prudent manner. 2 2.2 SUMMER SCHOOL. Beginning in the summer of 20__, if requested by the District, the Contractor shall provide school bus transportation for the District's summer programs. During the summer of 20__, the District shall pay to the Contractor $__________ per day per bus used during the summer for to and from school service on multiple routes. During subsequent summers, the District shall pay to the Contractor the unit cost effective for the prior regular school year for home to school students for both regular and SpEd summer transportation. These payments will be in addition to those paid by the District for the regular school year transportation. TERM OF AGREEMENT. This Agreement shall commence and take effect on the first day that services are requested of the Contractor during the fall of 2008, and end on the last day of summer school in 2013. This Agreement may be extended additional years upon mutual agreement of the parties according to the terms and conditions for such extended period, with District Board approval. The parties may also negotiate rates and charges during any extension of this Agreement. 2.3 SECTION 3. BUS ROUTES AND SCHEDULES 3.1 The Contractor will be responsible for establishing the school bus routes beginning with the commencement of the 2008-2009 school year. Contractor shall deliver proposed routes (route number, all stop locations, estimated number of passengers and start time for each route) to the District on or before August 1 st of each year of the contract for District approval. The District will cooperate with the Contractor by approving the routes or suggesting needed changes in a reasonable and timely manner. However, the Contractor and Superintendent may agree to alter, modify, or amend the bus routes and/or stops along the way, to change or add bus routes, establish new bus routes and change time schedules for pick-ups and deliveries in order to meet changing conditions. Rules and regulations for details incidental to the operation of bus routes, bus stops and other attendant matters that may arise shall be mutually agreed upon. The District will place Special Education students on a route and Contractor will begin service to these students within three (3) days of notice of this placement by the District. The Contractor shall require the bus drivers to adhere to routes and time schedules as established. Bus drivers who discover cause for route or time adjustment will report it to the Contractor, who will take the matter up with the Superintendent. 3.2 3.3 All routes established by the Contractor are subject to approval by the District and must be in compliance with all applicable laws, as well as the requirements of this Agreement and of the District's RFP dated ________________________________. All routes for each new school year are to be submitted to the Superintendent by August 1 st. The Contractor will be expected to publish the routes via the local newspaper prior to school opening. 3 When routes change, the Superintendent, schools and parents should be notified in advance 3.4 The Contractor shall be available for periodic conferences with the Superintendent to discuss changes in the routes and schedules. 3.5 The District shall have the sole responsibility of altering, delaying or canceling bus service during inclement weather. The Contractor shall assist the District in any determination of whether runs should be canceled due to inclement weather. To this end, a specific person shall be designated by the Contractor, who shall remain available to the District for consultation on a daily basis. Should the District fail to cancel any routes within sufficient time to prevent Contractor’s employees from reporting to work, the District shall pay the Contractor for those routes not timely canceled. SECTION 4. INSURANCE 4.1 The Contractor shall comply with all State vehicle liability laws and workers' compensation reporting requirements, regulations and procedures at all times. A valid Certificate of Insurance must be on file with the District at all times. Except where caused by the negligence or intentional actions of the District, its agents or employees, the Contractor shall hold harmless and agree to indemnify the District in the event of any accident or incident involving the Contractor's vehicles or vehicles owned by the District that are being operated by the Contractor. The Contractor will be required to maintain insurance satisfactory to the District to include at a minimum the following: (a) (b) 4.2 Workers' Compensation coverage on all employees as required by statute. Commercial General Liability coverage in the minimum amount of $10,000,000 (c) Automobile Liability coverage equal to $1,000,000 per person and $ 1,000,000 per incident. (d) Any insurance required by State or federal law or regulation. 4.3 Conditions: (a) (b) All insurance certificates shall contain thirty (30) day notice of cancellation. It is the obligation of the Contractor to obtain and furnish the District certificates for any sub-contractors subject to the above terms and conditions. 4 (c,) (d.) All insurance policies and/or bonds will be written with insurance companies licensed to do business in the State of Texas and subject to the approval of the District. Commercial general liability and automobile liability policies must list the District as additional insured. SECTION 5. INDEPENDENT CONTRACTOR AND INDEMNIFICATION 5.1 The Contractor shall indemnify, keep and hold harmless the District, their agents, officials and employees against all injuries, deaths, loss, damages, claims, patent claims, suits, liabilities, judgments, incurred by the District, caused by the Contractor's acts or omissions in the provision of services under this contract, except that the Contractor shall not indemnify, defend, or hold harmless District for any claims, damages, or expenses related to District’s ridership or other policies or procedures that the Contractor has carried out in good faith, nor for student upon student violence, nor for the willful, wanton, or negligent acts or omissions of District ,its Board, officers, agents, or employees. 5.2 The Contractor expressly understands and agrees that any performance bond or insurance protection required by this contract, or otherwise provided by the Contractor, shall in no way limit the responsibility to indemnify, keep and save harmless and to defend the District as herein provided. SECTION 6. VEHICLES 6.1 6.2 The Contractor shall furnish the buses and transportation equipment. The Contractor shall only use buses, which shall meet state inspection standards. The Contractor shall be responsible for all repairs and maintenance on all buses during the life of this Agreement, except in cases where the District takes over control and operation of the buses pursuant to paragraph 12.2. The Contractor shall maintain all Vehicles in a clean and sanitary condition. The Contractor shall furnish to the District a complete written report of every accident involving any of the Vehicles. The Contractor shall not fuel any vehicle while students are on board the vehicle. The Contractor shall provide student and mileage information in order to assist the District in complying with applicable regulations. In addition, the Contractor will provide reasonable assistance to the District to assist it in completing and filing necessary reports to governmental bodies. 6.3 6.4 6.5 6.6 5 6.7 The Contractor will provide approximately ten percent spare buses that shall conform to all specification contained herein. All buses shall be equipped with a two way communication device that are in working condition and installed according to manufacture specifications. 6.8 6.9 In the event this contract expires, or the District terminates this contract pursuant to paragraphs 12.6(1) or (2), and the District makes a decision to operate the school bus services on its own, Contractor agrees to sell its then-current fleet of school buses serving under this Agreement at Yellow Book prices for each such vehicle, either financed by the Contractor to the District for a period of 60 months, at the then-current prime interest rate as published by Bank One, N.A or by a direct purchase using US currency. Before taking possession of the vehicles, the District shall either cause funds to be transferred to the Contractor or sign a bill of sale, promissory note and other requisite security documents, and shall for the duration of such financing provide to First Student, Inc.'s satisfaction a Certificate of Insurance naming First Student, Inc. as an additional insured. SECTION 7. PERSONNEL 7.1 Bus drivers must meet all applicable District, State and Federal requirements. Contractor shall provide an ongoing training program for Drivers, Monitors and Aides that includes completion of an initial training program and continuing or annual in-service training. A pre-employment drug-screening test is required for all bus drivers and shall be conducted in accordance with any applicable, Federal, State or local laws and regulations at Contractor's expense. Pursuant to Contractor's employment policy, persons with certain criminal, serious, or repeat traffic convictions are not permitted to drive school buses. The Contractor will conduct pre-employment and annual traffic violation records checks, as well as criminal background and reference checks prior to employment. The Contractor will also comply with SB 9 and maintain fingerprinting records on drivers and monitors. Drivers and bus monitors who are charged with alcohol, drug, serious traffic violations and crimes involving moral turpitude during the term of this Agreement shall would immediately be suspended from service with the Contractor and the District. Only if found innocent of the charges may the Driver, Monitor or Aide be reinstated.. Each Driver must have a physical examination in accordance with applicable State and federal requirements, at Contractor's expense. The Contractor shall be reasonably responsible for providing all regular and substitute Drivers. The District retains the right to request the removal from service under this Agreement of any Driver, who, in its opinion, is not qualified to 7.2 7.3 6 operate a School Bus. All such requests will be made in writing and state the reason there for. 7.5 The Superintendent retains the right to have the Contractor remove any employee from service under this Agreement so long as the request is in writing and states the reasons therefore, and such request may not violate laws against discrimination in employment. The use of tobacco products is prohibited on any Vehicle. The Contractor agrees to submit a list of proposed Drivers to the District at least thirty (30) days before the start of each school year under this Agreement. The District shall promptly notify Contractor of any proposed Drivers to which it objects and the parties shall meet to discuss those objections. Additionally, the Contractor agrees to furnish, upon request of the District, verification of criminal background checks for any employees involved in the performance of this Agreement to the District prior to hiring by Contractor. The Contractor shall employ a qualified full-time location manager and staff to supervise the providing of student transportation services under this Agreement, including supervisory staff to act in the capacity of a liaison between the District and the Contractor. Prior to the selection by the Contractor of the full-time location manager, the Contractor shall provide the candidate to be interviewed by the Superintendent who will provide input into the selection for that position. All staff assigned to work with the District shall be satisfactory to the District. Supervisory personnel shall be available to the Superintendent or his designee on site between normal hours of operation on each school day during the term of this Agreement. Contractor shall provide an accurate list of supervisors with their telephone numbers. No unauthorized personnel or riders shall be allowed on any vehicles being used in the performance of this Agreement unless specific written authorization by the District is provided. The Contractor shall not discriminate against any prospective or active employee because of race, color, national origin, religious creed, sex, age, disability or marital status. The Contractor agrees to make supervisory personnel and other staff available for reasonable community related inquiries upon reasonable request and notice from the District. 7.6 7.7 7.8 7.9 7.10 7.11 SECTION 8. CONTRACTOR’S RESPONSIBILITIES AS TO BUS OPERATIONS SUPERVISION OF' STUDENTS 7 8.1 The Contractor must not overload buses regardless of size or rated capacity. Buses used to transport the disabled may not transport more wheel chairs than the number of approved tie down positions. The District may require the rescheduling of a route if the quantity and size of the students being transported results in a potentially hazardous situation. Busloads may be changed to address discipline problems. Students at all times should be seated in such a manner as to benefit from compartmentalization safety features. The Contractor agrees that Drivers shall not leave a Bus unattended at any time when students are on board. The Contractor agrees that Drivers, Monitors, and Aides shall report student misconduct occurring on a Bus. Drivers, Monitors, and Aides shall be instructed and shall comply with the District's disciplinary policy for student misconduct and the procedure for disciplining students. The District shall instruct students regarding the Bus regulations and conduct rules. The Contractor agrees that Drivers, Monitors, and Aides do not have authority to refuse any transportation to any eligible student. Matters, which may necessitate a withdrawal of eligibility for a student to ride a bus will be reported to, and handled through, the applicable school principal's office. The Contractor is responsible to see that all students are seated and remain seated while the Bus is in operation. The Contractor is responsible to see that there are no students on the bus when it is parked. Any Driver, whether employed by the District or the Contractor, who violates this section shall be subject to termination. The Contractor shall monitor the ride times of all special education students. 8.2 8.3 8.4 8.5 8.7 8.8 SECTION 9. FUEL COST ADJUSTMENT 9.1 Notwithstanding the foregoing, this Agreement expressly contemplates that a “benchmark” rate of $_____ gallon for bus fuel has been the basis upon which Contractor formulated its bid. In the event fuel costs exceed $____/gallon, Contractor shall be authorized to bill and invoice District, as “Additional Fuel Charges” and on a monthly basis, for the excess price per gallon (amount over $______/gallon) multiplied by the actual number of gallons of fuel utilized by Contractor at such excess rate in its performance of the Pupil Transportation Agreement during a particular month. Any such bill and invoice shall be accompanied by receipts and additional documentation supporting Contractors claim for Additional Fuel Charges or such claim for Additional Fuel Charges may be denied by District. In the event Contractor’s actual fuel costs are lower than 8 $_______/gallon, Contractor shall offset (as a “Credit”) its monthly charges to District by an amount equal to the difference between $_____/gallon and Contractor’s actual cost per gallon, multiplied by the actual number of gallons of fuel utilized by Contractor in the performance of the Pupil Transportation Agreement during a particular month. On a monthly basis, Contractor shall provide District with receipts and additional documentation sufficient to afford District the opportunity to calculate, audit, and determine the amount of any such Credit due District. SECTION 10. TERMINAL FACILITIES 10.1 The District shall provide parking for the school buses in accordance with local regulations SECTION II. RATES AND CONDITIONS 11.1 Base Payments for 20 /20 school year. For the 20__/20__ school year, the District shall pay to the Contractor the total base amount of $___________________ for the contracted regular school bus transportation. This number is based on a 20__/20__ school year Unit Costs as outlines in Exhibit “B”, and the estimated need for ___ regular and magnet route buses and ___ Special Education buses. 11.2 Base Payments during Successive Years of Contract. During successive years of the contract after the initial 20__/20__ school year, the District shall pay to the Contractor the base amount, plus an increase based upon the previous calendar year CPI as defined by United States Southeastern Area all items index. The ceiling and floor of such increase shall be ____% and ____% respectively. If the performance escalator has been awarded for the previous year, then the amount awarded shall be included in the base amount for the previous year, making a total possible increase of the base amount each year of _____% over the prior year. If the performance escalator is not awarded for the prior year, the base amount shall only increase by the CPI subject to the ceiling and floor during the next school year. Summer School. For summer school transportation, the Unit Cost for summer school transportation shall be at the per bus per day rate of the corresponding type of service as listed in _________. In subsequent summers, the rate shall be adjusted as above. The District shall pay only for the unit cost for every bus actually used. 11.3 9 11.5 School Sponsored Extracurricular Trips. The Contractor shall provide transportation for school sponsored athletic and extracurricular trips so long as the trip does not interfere with regular to and from school bus service. The school requesting the bus for the trip is responsible for paying for an hourly driver fee, plus the mileage fee set in ________. Time of Payment. The District will pay the Contractor for services provided on a monthly basis in arrears as provided in this contract. The District will make payment within thirty (30) days of receipt of the invoice. The District will only apply credits, penalties and withholdings against the invoice with notification to the Contractor. All payments are subject to the Prompt Payment Act of Texas. 11.6 SECTION 12. MISCELLANEOUS PROVISIONS 12.1 Assignment. This Agreement shall not be assigned by the parties hereto, without the written consent of the District, which consent shall not be unreasonably withheld or delayed. However, Contractor may assign this Agreement without such consent if the assignment is to a parent, subsidiary, related or affiliated company. At all times, the parent, First Group America Inc. shall be ultimately responsible for the performance of this agreement. Force Majeure. In the event the Contractor is unable to provide the transportation services herein specified because of any act of God, civil disturbance, fire, inclement weather, impassable roads, riot, war, picketing, strike, labor dispute, governmental action or any condition or cause beyond Contractor's control, the District shall excuse Contractor from performance under this Contract during the period that Contractor is unable to perform. The District shall have the right to take over the operation of the Contractor's buses during any such period of nonperformance by the Contractor and may operate such buses with DISTRICT employees or obtain services elsewhere until Contractor is able to resume its regular operations. The District shall reimburse the Contractor for the use of Contractor owned buses at the rate of $120.00 per day per Contractor owned bus. When buses are being operated by the District the Contractor shall maintain insurance on the buses. If the period during which the Contractor is unable to perform exceeds thirty (30) days, the District may terminate this agreement. During any period of non-performance covered by this paragraph, and excepting outstanding payments due Contractor for work performed and payment for use of the Contractor's bus as stated in this paragraph, the District and the Contractor shall have no other financial responsibilities to each other. Notices. All notices required or permitted by this Agreement shall be in writing, signed by the party serving the notice, sent to the party at the address shown on page I hereof or to such other address as either party may have furnished to the other in writing as a place for the service of notice. Such notices shall be either 12.2 12.3 10 deposited, postage prepaid, in the registered or certified United States mail, return receipt requested, or sent prepaid via air courier service and shall be deemed given when actually received at the address shown on the postal or air courier receipt. 12.4 Modification. No waivers, alterations, or modifications of this Agreement or any agreements in connection with it shall be valid unless in writing, approved by the ________________Anna Independent School District and duly executed by all parties. Entire Agreement. This Agreement, including the Exhibits, the District RFP dated _______________ and the Contractor's Response to the District RFP, constitutes the entire agreement between the parties, and will supersede all previous negotiations and commitments whether written or oral. If there is any disagreement between this Agreement and the RFP and/or the (Contractor's response, this Agreement shall control and be binding. 12.5 12.6 Non-appropriation and right of termination (1) The obligation to make payments pursuant to this Agreement are subject to appropriation by the District of funds that are lawfully available to be applied for such purpose. If District fails to make such an appropriation prior to a fiscal period for which this Agreement has scheduled payments, this Agreement shall terminate at the end of the last fiscal period immediately proceeding the fiscal period for which funds have not been appropriated. The District shall deliver notice at least __________ days prior to such termination, but failure to give such notice shall not prevent termination of this Agreement. Should the District terminate this contract before the end of its designated term due to non-appropriation as stated in section 12.6(1) above, the District shall be responsible to the Contractor for all costs, expenses, overhead and fees incurred by the Contractor up to the period of termination not to exceed funds appropriated for payments hereunder. The District may also be responsible for any costs incurred by the Contractors, including attorney fees and expenses, due to the early termination of any subcontractor agreement not to exceed funds appropriated for payments hereunder. (2) (3) Any party may terminate this contract for cause after giving written notice of the defaults under the contract. The defaulting party shall have thirty calendar (30) days to cure the default after receiving notice. If the default is not cured during that time period, then the non-defaulting party may terminate the contract on thirty calendar (30) days' written notice of failure to cure. In case of contract termination for breach or default by Contractor, the District will secure replacement services from another firm or provide service itself for the remainder of the contract's duration. 11 (4) In the event that the contract is terminated by either party, except for paying the Contractor in full for all work performed and for all outstanding invoices at the time of termination, the District will then have no further obligations under the Contract. In the event that the contract is terminated by either party prior to the completion of the five (5) year term, the Contractor shall be entitled to be paid any deferred payments, which have been earned and not paid. Performance Bond. The Contractor shall provide a performance bond for fifty percent (50%) of the annual contract amount to protect the District should the Contractor default in its performance under this Contract. The District shall only make use of this bond after the notice provisions of Paragraph 12.6(2) have been met. Compliance with All Applicable Laws and Regulations. The Contractor agrees to comply, with all applicable federal, state, and local laws and regulations and District policies. Records and Reports. The Contractor shall provide those reports and records, which may be reasonably requested by the District. All bus transportation records pertaining to the District of the Contractor shall be open to inspection by the Superintendent during regular business hours in the Contractor's office. Contractor shall provide any reports or records requested by the District in the format and on the form designated by the District. Contractor shall maintain accurate and reliable records concerning the number of students transported and number of miles driven. Said records shall be compiled and maintained in the form required by the Board and shall be provided to the Superintendent in a timely manner. (5) 12.7 12.8 12.9 12.10 The Contract shall be governed by Texas law. Venue shall be in Collin County. Any claim, dispute, or other matter in question arising out of or related to this Agreement shall be subject to mediation as a condition precedent to the institution of legal or equitable proceedings by either party. If either party is required to bring an action to enforce the terms hereof or declare rights hereunder, the prevailing party in such action shall be entitled to recover its reasonable attorney's fees from the non-prevailing party pursuant to Local Government Code § 271.159. All Contractor's employees who will have direct contact with students shall supply information required by Texas Education Code Section 22.0834 to the appropriate authorities. 12 IN WITNESS WHEREOF, the parties hereto being duly authorized execute this Agreement, intending:to be legally bound hereby, the day and year first above written. Anna Independent School District Signature _________________________ Printed Name: _________________________ Title: _______________________________ Date ___________ Witness: _____________________________ Printed Name: _________________________ Contractor: Signature _________________________ Printed Name: _________________________ Title: _______________________________ Date ___________ Witness: _____________________________ Printed Name: _________________________ 13