STUDENT TRANSPORTATION

CONTRACT

BETWEEN

STUDENT TRANSPORTATION OF AMERICA, INC.

AND

MONTROSE COUNTY SCHOOL DISTRICT RE-1J

JULY 1, 2020 – JUNE 30, 2025

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AGREEMENT

THIS AGREEMENT, made and entered into this 11th day of February, 2020 between

MONTROSE COUNTY SCHOOL DISTRICT RE-1J, of Montrose County, Montrose, Colorado, hereinafter referred to as "District" and STA OF COLORADO, INC., a Colorado

corporation doing business as Student Transportation of America, hereinafter referred to as the "Contractor".

RECITALS

A. The District issued its Request for Proposal No. 1920 FIN1 dated November 18,

2019, consisting of 34 pages, requesting proposals for provision of student

transportation services (the "RFP");

B. The District subsequently clarified the RFP by issuing a Addenda Number 1 (12

pages, plus attachments), Addendum Number 2 (2 pages) (together, the

“Addenda”);

C. Contractor, customarily engaged in the independent business of performing

student transportation services submitted its Response to the RFP dated January

6, 2020, consisting of 57 pages (the “Response”); and

D. On January 23, 2020, the District issued its Notice of Intent to Award selecting

the Response as the successful proposal, subject to completion and approval of a

contract between the parties regarding transportation services; and

E. Contractor agrees to perform student transportation services for the District under

the terms and conditions set forth in this Agreement.

THEREFORE, in consideration of the mutual promises set forth herein, it is agreed by

and between the District and Contractor:

1. Effective Date/Term of Contract.

This Agreement shall be effective as of July 1, 2020 and shall continue in full force and effect

for an initial term ending June 30, 2025 (the "Initial Term"), unless sooner terminated in

accordance with the provisions of this Agreement. Unless written notice of non-renewal is given

by District to Contractor at least ninety (90) days prior to the expiration of the Initial Term or

any Renewal Term, the Agreement will automatically renew for a one year extension period

commencing on the succeeding July 1 and ending on June 30 of the following year (a "Renewal

Term"), unless sooner terminated according to the terms of this agreement. A notice of non­

renewal may be given for any reason or no reason in District's absolute discretion. Except as

otherwise provided in a written amendment signed by District and Contractor, the terms and

conditions of this Agreement shall apply and govern each Renewal Term.

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2. Contractor's Responsibilities and Scope of Services.

Subject to all the terms and conditions of this Agreement, Contractor shall, during the term of

this Agreement, provide pupil transportation services to all pupils enrolled in the schools of the

District who are offered school bus transportation for regular home-to-school and special

education (including school-to-school) or school-related activities as required or permitted by

law or the policies of the District's board of education. In addition, Contractor shall during the

period of this agreement provide transportation for all students or other authorized personnel as

may be required by the District for field trips, excursions, athletic activities (activities requiring

transportation of 24 or more students), extended school year, summer school, or any other

purpose designated by the District.

District reserves the right to contract out for activity and field trips requiring the use of non-

school bus vehicles, including trips in District-owned, parent-owned or rental vehicles. District

further reserves the right to contract out for transportation for special needs students that require

the use of a specifically equipped van for transportation.

The scope of this agreement encompasses transporting per specifications herein of pupils and

personnel by means of various school buses at such times and to places as directed by the

District. This service shall include provisions of all transportation equipment, apparatus,

facilities, personnel, and materials per specifications contained herein.

3. School Year and School Served.

Contractor agrees to provide services under this Agreement to each school in the District in

accordance the school year schedule applicable to such school. The parties acknowledge that

the District's school year presently consists of 171 teacher-pupil contact days for high school

students and 171 teacher-pupil contact days for elementary school students, and that such school

year generally begins in mid August and concludes in late May. However, the parties also

acknowledge that some schools currently follow alternative school year calendars/schedules.

Modifications to the school year and schedule at any school or all schools may be made when

deemed appropriate by the District, including modifications to accommodate or change year-

round or alternative schedules. Buildings to be served shall be all school facilities encompassed

within the boundaries of the District, on a regular school day basis, and other areas outside the

District as specified for activity transportation. Activity transportation may require the

contractor to transport into States adjoining Colorado.

4. Vehicle Availability- Routes.

Vehicles shall be available for use by the District on each day during regular school periods

for route, athletic activities, field and other trips for transportation of 24 or more students and as

required during the summer school periods.

5. Permits, Licenses, Laws, and Regulations.

The Contractor shall:

a. Secure and maintain, in force, all licenses and permits required by law for the

furnishing of the services herein specified.

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b. Comply with and observe all provisions of the Colorado Vehicle Code, directives and

regulations of the State Board of Education, directives and regulations of the District,

and any other governing agency relating to the transportation of pupils.

c. Register and license in Montrose County all vehicles operated in support of this

Agreement. This requirement is waived until the annual renewal date for any

vehicle licensed in another county in Colorado.

6. Insurance Requirements.

Liability Insurance

The Contractor agrees to provide and pay premiums for commercial general liability

insurance covering both bodily injury and property damage in the amount of five

hundred thousand dollars ($500,000.00) per person and fifteen million dollars

($15,000,000.00) aggregate, for any one accident, injury or other occurrence, and

commercial automobile liability (owned, non-owned, leased or hired) covering

bodily injury and property damage (combined single limit) in the amount of five

hundred thousand dollars ($500,000.00) per person and fifteen million dollars

($15,000,000.00) aggregate, for any one accident, injury or other occurrence, with

an insurance company or companies authorized to do business in the State of

Colorado, which company shall be an "A" company with a "3A" financial rating as

determined under the Best Insurance Guide.

Said insurance shall name the District, together with its directors and employees

thereof, as additional insureds for claims, liabilities, losses or damages arising under

this Agreement, without the right of contribution to the insurer. The foregoing shall

not be deemed a relinquishment or waiver of any kind of applicable limitations of

liability provided by the Colorado Governmental Immunity Act or any other defense

which the District, its directors, officers or employees may have or enjoy.

The Contractor shall, at all times during the term of this Agreement maintain in

force such insurances as are required by law to cover medical expenses incurred

by students or other persons injured in any accident or incident arising out of the

operation of a motor vehicle pursuant to this Agreement.

The Contractor shall furnish a certificate of all insurance required herein to the

District prior to the commencement of this Agreement and upon request thereafter.

Said insurance shall have a provision requiring 30-days’ prior written notice to the

District prior to cancellation or material modification of the insurance policy or

coverage. The Contractor shall provide renewal certificates with the renewal of

policies.

Workers Compensation Insurance

During the term hereof the Contractor agrees to keep in force, workers compensation

insurance as required by Colorado law for those employees hired by the Contractor.

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An insurance certificate, evidencing such coverage, shall be presented to the District

prior to commencement of this agreement along with annual renewal certificates

each year thereafter during the Initial Term or any Renewal Term of this Agreement.

7. Indemnity/Hold Harmless Agreement.

The Contractor shall hold harmless and indemnify the District, its governing Board, its officers,

and employees from:

a. Any claim or demand which may be made by reason of any injury to persons or property

sustained by the Contractor or by any person, firm, or corporation employed directly or

indirectly by it or in connection with Contractor's performance under this Agreement, however caused.

b. Any claim or demand asserted by any person, firm, or corporation, arising from any act,

neglect, default, or omission of the Contractor or by any person, firm, or corporation directly or indirectly employed by it upon or in connection with Contractor's performance under this Agreement.

c. The Contractor, at its own expense and risk, shall defend any legal proceedings

which may be brought against the District or the Board of Education or any District employee on any such claim or demand and satisfy any judgment resulting from such claim or demand that may be rendered against the District or the Board or any District employee. Notwithstanding the foregoing, the provisions hereof shall not be construed or interpreted as a waiver, express or implied, of any of the District's immunities, rights, benefits, protection, or other provisions of the Colorado Governmental Immunity Act, C.R.S. § 24-10-201, et seq., as now or hereafter amended.

8. Name and Nature of Contractor's Legal Entity.

The Contractor agrees to present at the time of execution of the Agreement and maintain with

the District a current letter or organization chart setting forth the firm members, officers and

those persons authorized to sign legal documents. The Contractor shall promptly notify the

District should a change be contemplated in the name or nature of the Contractor's legal entity

in order that proper steps may be taken to have the change reflected in the Contract Documents

and other District records.

9. Assignment of Contract.

The Contractor shall not assign or transfer, by operation of law, or otherwise, any or all of its

rights, burdens, duties, obligations, or any monies due or to become due hereunder without the

prior written consent of the District; provided, however, that nothing provided herein shall

prevent the Contractor from granting to banks and other lenders security interests in Contractor's

accounts receivable derived from this Agreement.

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10. Subcontractors.

Subcontractors, if any, engaged by the Contractor for this transportation service, shall be subject

to the approval of the District. The Contractor shall be held responsible for all operations of

subcontractors and shall require them to maintain workers compensation general liability, and

commercial automobile insurance as set forth in this agreement.

11. Independent Contractor.

Contractor shall perform its duties hereunder as an independent contractor and not as an officer,

agent or employee of the District. Neither Contractor nor any agent or employee of Contractor

shall be deemed to be an agent or employee of the District. Contractor and its employees and

agents are not entitled to unemployment insurance or workers compensation benefits through

the District and the District shall not pay for or otherwise provide such coverage for Contractor

or any of its agents or employees. Unemployment insurance benefits will be available to

Contractor and its employees and agents only if such coverage is made available by Contractor

or a third party. Contractor shall pay when due all applicable employment taxes and income

taxes and local head taxes incurred pursuant to this contract. Contractor shall not have

authorization, express or implied, to bind the District to any agreement, liability or

understanding, except as expressly set forth herein. Contractor shall be solely responsible for its

acts and those of its employees and agents.

12. Default by Contractor.

In addition to any other rights the District may have, the District shall have the right to declare

the Contractor in default if:

a. The Contractor becomes insolvent, makes an assignment for the benefit of

creditors or files a voluntary petition under the U.S. Bankruptcy Code.

b. The Contractor fails, neglects, or refuses to perform any of the services listed

herein at the prices named and at the time and place stated herein or otherwise

fails, neglects or refuses to comply with the terms and conditions of this

Agreement.

c. Contractor reduces its working force, without just cause, to a number which, if

maintained, would be insufficient, in the opinion of the District to carry out the

services in accordance with the agreement.

d. Contractor assigns, transfers, subleases, or otherwise conveys this agreement or

rights thereunder other than as specified herein.

e. Contractor, or its subcontractors, agents, or employees violate any applicable

state or federal law or regulation.

f. Any vehicle provided by Contractor is operated or maintained in a manner that

imperils the safety of students and other passengers.

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The District may declare the Contractor in default on any of the grounds specified above by

giving written notice to the Contractor setting forth the ground or grounds upon which said

default has been declared.

13. District's Remedies.

If the Contractor fails to cure any default within thirty (30) days after the Contractor has

received the above described notice declaring default, the District may: (1) cancel or terminate

the Agreement in its entirety, or cancel or rescind any or all terms affected by such default,

without further notice to Contractor; (2) procure transportation services elsewhere without

notice to the Contractor, regardless of whether or not the Agreement is canceled in whole or

part; (3) without terminating or canceling the Agreement, suspend the operation of the

Agreement, provided that in the event of actual or threatened cessation or disruption of

transportation services under this Agreement, or other emergency, suspension shall be effective

immediately and the District shall not be required to give the thirty (30) day notice of default

described above before exercising its suspension rights under this paragraph; otherwise,

suspension will commence thirty (30) days after said notice unless the default is cured.

The prices paid by the District at the time replacement or substitute services are procured shall

be considered the prevailing market price. Suspension under this paragraph shall continue until

the end of the then current school year or until the Contractor provides evidence satisfactory to

the District that any and all defaults have been cured, whichever occurs first. During the period

of suspension, the District shall have the right, independent of its rights under paragraph 36

herein, to enter, use and operate the District's transportation facilities described in paragraph

35. The District shall also have the right to lease and operate Contractor's bus fleet and all other

equipment, including support vehicles, used in performance of the Agreement. District will not

operate Contractor vehicles without proof of insurance as required by law, nor will it allow

drivers who are not licensed to operate vehicles carrying school children to drive Contractor's

vehicles. The rental rate for said bus fleet and equipment shall be the end of year adjustment

rate (for mileage only) as specified on Exhibit A. Such suspension shall not affect or limit the

District's right to later terminate the Agreement and pursue any other remedy it may have, under

this agreement or otherwise.

The District's Remedies outlined herein shall be in addition to any and all other legal or

equitable rights and remedies it may have, including rights under paragraph 36 of this

agreement.

The Contractor shall be liable for any added costs or expenses, damages, and attorney fees

incurred or sustained by the District because of Contractor's default, regardless of whether the

Agreement is terminated, in whole or in part.

14. Time of the Essence.

The District and the Contractor specifically agree and provide that time shall be of the essence

in complying with the terms and conditions of this agreement.

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15. Force Majeure.

The Contractor shall be excused from the performance hereunder during the time and to the

extent that performance is prevented due to act of God, fire, strike, lockout, or commandeering

of materials, plant, or facilities by the government when written notice and satisfactory evidence

thereof is presented to the District within ten (10) days following the first occurrence of any

such event. Performance shall not be excused unless such notice and presentation of evidence

is supplied within the period allowed. Facilities, as referred to in this paragraph shall be the

site(s) used to park and maintain the buses used by Contractor to perform its obligations under

this Agreement and any buildings used by the Contractor in the performance of this Agreement.

16. Unscheduled School Closing.

The District shall not be obligated to accept or pay for any services of the Contractor on those

days schools of the District are closed to insure the health and safety of the pupils or for any

lawful reason, provided that reasonable advance notice of closure is given to the Contractor. If

the scheduled closings are made up at a later date, the daily regular route rate shall apply. If the

District closes schools on an emergency basis where advance notice is not possible, the

Contractor shall be entitled to payment for actual out-of-pocket costs occasioned thereby.

17. Routing and Scheduling - All Services.

Bus routes operated by the Contractor will be discussed at joint planning conferences attended

by Contractor and District representatives prior to commencement of the traditional school year

or pattern of year-round school. The Contractor will then prepare a proposed schedule of routes

and submit the same to the District for final approval prior to implementation.

If, at any time during the term of this Agreement, it is determined that the schedule may be

improved by revision to routing, scheduling or bus assignments, the District and the Contractor

shall plan and institute such changes jointly.

Increased or decreased bus capacities or services necessitated by changes in program funding,

transportation policy or student population, may be authorized by the District.

All routes, schedules, and bus stops must be approved by the District and are not deemed an

ordinary part of this Agreement.

Every reasonable effort is to be made by the Contractor to maintain maximum bus and driver

utilization. Copies of all initial routes and schedules, as adopted, shall be furnished to the

District by the Contractor prior to the start of service of each traditional school year or pattern

change for year-round. Revised routes and schedules shall be provided by the Contractor within

five (5) days after they are effective.

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18. Special Education Service.

The District shall furnish the Contractor, within thirty (30) calendar days prior to the first day

of school for the traditional school year or pattern change for year-round, a list of special

education pupils to be transported, their pickup addresses, school assignments, disabilities and

the opening and closing time of classes.

Before regular service begins, the Contractor shall provide for trial runs, if deemed necessary,

by the District. Changes or additions to the list of pupils to be transported shall be supplied to

the Contractor by the District, and the Contractor shall implement them within two school days

after being notified.

19. Activity and Field Trip Service.

The Contractor agrees to provide field trip and activity service to the District, as it may be

requested from time to time, within the limitations of the number of units available by the

Contractor.

Contractor will provide district personnel and coaches the required training and CDE

certification per annual CDE Matrix requirements to drive district owned vehicles for

activity/athletic trips at no cost to the District. Documentation of these employee trainings and

certifications will be provided to the District upon completion.

20. Cancellation of Transportation.

Activity/Athletic Trips –

Decisions as to the impassibility of roads and subsequent cancellation of transportation in such

situations shall be made only after joint consultation between the Contractor and the District.

If, after such consultation, the parties have not agreed upon a decision, the Contractor will have

the responsibility of making the final decision.

Daily Bus Routes-Home-to-School & Special Education-

The contractor shall operate during inclement weather conditions unless routes are canceled by

the District. Contractor shall provide in a timely manner appropriate equipment (chains and

snow tires) and trained personnel. The District shall have the sole responsibility of canceling

bus service for that day. To ensure that the District is able to make a sound decision pertaining

to the cancellation or alteration of bus routes the Contractor is required to travel and inspect

designated roads during inclement weather and consults with the District designee regarding

road conditions prior to 5:30 am. Should bus services be required, Contractor agrees that it will

abide by the decision of the District and will operate the routes as normally as possible. During

August of each year, Contractor shall meet with the District to determine any changes in routes

that should be made during inclement weather so that the children and their parents may be

notified in advance of such weather occurring.

21. Contractor's Personnel.

All personnel assigned by Contractor to perform under this Agreement shall be subject to

continuous approval by the District.

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All persons employed to operate the Contractor's buses must receive prior approval from the

District, and prior to employment, the individuals must meet all qualifications established by

state and District authorities.

The Contractor agrees to immediately remove any operator who, in the opinion of the District,

does not meet applicable standards. The Contractor may, without prior approval of the District ,

remove any operator whom it deems to be performing unsatisfactorily.

It is further agreed that the drivers, and their assignment to specific routes, shall be subject to

District approval.

The Contractor agrees to train each driver in safe operation of school buses at the Contractor's

expense. The Contractor shall insure that newly licensed drivers receive the minimum training,

supplemented by route familiarization prior to being assigned to District service.

Should a driver's performance become unacceptable to the District, the Contractor shall be

notified by telephone, with written confirmation to follow, that the driver must be withdrawn

from service. When the District elects to have a driver withdrawn from service, the Contractor

will be permitted a reasonable time to provide a replacement. In the event safety is a factor, as

determined by the District, the driver will be removed immediately and a substitute utilized

until such time as the Contractor can provide an acceptable replacement.

Drivers assigned to buses transporting handicapped pupils shall be given special training, by

the Contractor, which includes techniques of handling such pupils. This instruction shall be

provided prior to such assignments and shall be given with the assistance of District personnel.

The Contractor shall designate one person as Operations Manager who will be available during

all regular working hours of school days. The Contractor's designee shall have the full authority

to act on Contractor's behalf.

The Contractor shall provide, in addition to regular bus drivers and qualified substitutes in

sufficient numbers to maintain all route operation, a Terminal Manager, an Administrative

Assistant, a Safety & Training Supervisor, a Dispatcher, working Fleet Maintenance

Supervisor, a Maintenance Technician.

The District's right of removal under this section shall only mean that the District may require

Contractor to remove an employee from service under this Agreement; such removal shall not

dictate Contractor's employment decisions and Contractor shall have complete discretion

regarding the termination or transfer of removed employees.

Prior to any employee of Contractor performing any service or work pursuant to this Agreement

Contractor shall submit to the District and obtain the District’s written approval of such

employee’s criminal background check report from the Colorado Bureau of Investigation.

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The Parties agree that Contractor and Contractor’s employees will perform services or functions

for which the District would otherwise use employees. Accordingly, the Contractor and its

employees providing services hereunder shall be and hereby are designated as “school

officials” as authorized by the Family Educational Rights and Privacy Act (FERPA), at set forth

in its implementing regulations at 34 CFR § 99.31(a)(1)(B). While providing such services as

a “school official” the Contractor and each employee providing services in the District shall be

under the direct control of the District with respect to the use and maintenance of education

records disclosed to the Contractor or any employee of Contractor in the course of providing

such services, and shall be subject to the requirements of 34 CFR § 99.33(a) governing the use

and redisclosure of personally identifiable information from education records. Without

limiting the foregoing the Contractor shall ensure that none of its employees shall disclose any

personally identifiable information to any other party without the prior consent of the parent or

eligible student, and may use such personally identifiable information only for the purposes for

which the disclosure was made, and shall otherwise comply with all applicable Federal and

State laws governing confidentiality of records and information, including without limitation

FERPA, the Colorado Open Records Act (CORA) and any and all other laws pertaining to the

protection of information regarding students and/or their families, and shall safeguard any

personally identifiable information that is protected under FERPA or CORA, that the Contractor

or any employee of Contractor has use of or has in its or his or her possession while performing

services as a “school official” under this Agreement.

22. Safety Program.

The Contractor agrees to provide regular and continuous formal safety instruction for all

licensed bus operating personnel assigned to this Agreement. The licensed bus operating

personnel shall be required to have a minimum of twenty hours of safety training each year

consisting of: a four-hour minimum pre-service safety meeting, monthly safety meetings, and

check rides/route reviews. An additional eight hours will be required every third year for

renewal of first aid cards. Pupil safe riding procedures and evacuation instructions, as well as

instructions in pupil management shall be provided through the joint efforts of the Contractor

and the District. All safety programs shall conform to the current requirements of the state

regulations.

• Contractor shall administer a satisfactory safety program, which shall

conform to the requirements of the State of Colorado and includes but is not

limited to a regularly scheduled safety meeting for contractor’s personnel. It

shall also include a school bus safety and training program for students.

• Prior to the beginning of each school year all drivers will have to

satisfactorily pass a pre-trip inspection and behind the wheel test. The

Contractor will submit a report to the District listing all drivers and their test

completion date.

• The Contractor will develop and maintain, with District approval, a written

emergency crisis plan that addresses transportation emergencies in

conjunction with the District’s emergency plan. The Contractor will instruct

all of its employees of the content of both the Contractor’s and District’s

emergency plans. The Contractor’s plan shall be submitted with the Request

for Proposal and requires District approval prior to implementation.

• Contractor shall be available to make bus safety presentations to District

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students in grades K-8 as advised and directed by the District. These

presentations will be in addition to the emergency evacuation drill sessions

required by the State of Colorado. In addition, assemblies and large group

presentations may be requested by individual principals.

• A driver supervisor shall ride with every certified bus driver at least twice

annually for the purpose of observing and evaluating their driving practices

with respect to safety, mechanical operation, and conformance with

applicable laws, rules, regulations, adherence to specified route schedules

and times, and method of student management. The Contractor will submit

a report to the District listing all drivers and their completion date. In

addition, the District may at any time have a representative ride with any

driver of the Contractor for the purpose of observation to assure compliance

with the terms and conditions of this agreement.

23. Accident Reports.

While operating under this Agreement the Contractor shall report all accidents involving

equipment or personnel to the District immediately with written confirmation to follow as soon

as practicable after the occurrence.

24. Record Keeping.

The Contractor agrees to provide operational and other records deemed necessary by the

District. Such reports and records shall be made out on forms provided by the District.

25. Discipline.

Discipline of school children on the Contractor's buses will remain the ultimate responsibility

of the District. Rules and regulations governing discipline of students will be developed jointly

by the Contractor and the District, and day to day administration of such rules will be the

responsibility of the Contractor. Contractor may, and upon the District's request shall, arrange

for one of Contractor's employees (in addition to the driver) to be present on a specified vehicle

or route as a behavior monitor to assist the driver in maintaining order and discipline. The

District agrees to assist and cooperate in carrying out disciplinary procedures. The Contractor's

agent or employees and the District will confer regularly to review, and if necessary, revise the

rules and regulations of conduct of students on buses and disciplinary procedures. Accurate

reports or notices of disciplinary action taken by the Contractor's employees will be maintained.

These reports or notices will be made on forms provided by the Contractor subject to prior

approval by the District. Copies of the report will be forwarded to District personnel on a

monthly basis.

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26. Radios/Electronic Equipment.

The Contractor agrees to provide and install a new two-way mobile radio and GPS systems in

each of the school buses under this agreement, including spare buses operated by Contractor.

District shall, at its expense, equip each school bus used to provide transportation services

pursuant to this Agreement, including spare buses and District-owned buses operated by

Contractor, with a digital video camera system that is complete and fully operable including the

removable hard drive components. For regular education buses (not including special education

buses), such system shall include two (2) cameras installed so as to maximize video coverage

of the bus interior and Special Education buses shall include two (2) cameras installed so as to

maximize video coverage of the bus interior. District shall have a sufficient number of

removable hard drive components ready and available for use in such systems so that at any

given time during the term of this Agreement digital video surveillance and recording may be

conducted on one hundred (100%) of the vehicles used to provide transportation services

pursuant to this Agreement. The parties agree that all videotaping aboard such vehicles shall

conform to the provisions of the District Video Surveillance Policy and Procedures posted on

the District website.

27. Fuel.

The District agrees to purchase or otherwise pay for all fuel required to operate the vehicles

utilized under the terms and conditions of this agreement. Such fuel, as is provided, shall be

used exclusively for the purposes of refueling vehicles operated under the terms and conditions

thereof. Contractor will be responsible for necessary fuel island record keeping and monthly

reporting in accordance with Colorado State Standards.

28. Vehicle Utilization.

The Contractor agrees to provide the equipment required by the District and to have the same

in service every day during the period of this agreement (including Saturdays, Sundays, and

holidays). The Contractor further agrees to provide spare buses in sufficient quantity and

capacity to maintain continuous service at no additional cost to the District. Spare buses shall

not be less than one spare to each ten route buses.

It is agreed that for payment of the Base Rates for route vehicles specified in Exhibit A, the

District will have the right of use to all basic fleet school and special education buses covered

by this agreement for single tier route operation for each school day during the regular school

year and the summer school schedule.

In the event the District shall elect to have double or split sessions for all or part of its schools,

the rates for the regular term shall be adjusted to reflect the Contractor's increased or decreased

costs of performing the Agreement.

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29. Audit.

The District, or its designee, may, at reasonable times, during the term of this Agreement or for

two years after its termination or expiration, audit Contractor's books and records with regard

to this Agreement or any billing submitted by Contractor pursuant to this Agreement, and

Contractor shall retain its books and records for the required period. Each bus odometer may be

tested for accuracy at any time by the District. After such a test, odometer readings taken for

any billing purposes will be adjusted according to the results of the test.

30. Bus Replacement.

Contractor represents and warrants that the model year, occupancy limits, lift capacity and

numbers of the vehicles in its current vehicle fleet inventory available to provide services under

this agreement are as specified in Exhibit B hereto. Contractor may replace vehicles in such

fleet upon a schedule determined by Contractor, but shall replace any vehicle used in the

performance of services under this Agreement, including any vehicle used as a spare vehicle,

whenever it exceeds the age of ten (10) years or exceeds 150,000 in mileage. However, in the

event a vehicle used by Contractor exceeds the age limit during the course of a school year,

Contractor may defer replacement until the end of such school year. Any additional or

replacement vehicles added to the fleet inventory during the term hereof shall be new vehicles.

31. Bus Specifications.

All buses shall be equipped so as to meet or exceed minimum state and federal regulations

governing school buses. The District may require the Contractor to provide additional

equipment on reasonable notice. The District shall pay the Contractor's actual cost for any such

additional equipment and its installation. The District shall retain ownership of the equipment

and receive payment for its current value if it is disposed of by the Contractor.

The Contractor agrees, at its own expense, to keep all vehicles clean, comfortable, properly

ventilated and in good operating condition.

32. Bus Fleet.

The Contractor shall maintain, and provide to the District, an inventory list of buses used to

serve the Agreement. The Contractor shall give the District prior notice of intention to replace

a bus. Additional and replacement buses must be approved by the District before they can be

placed into service.

In addition, the Contractor will furnish to the District a list of buses used the previous school

year to serve the contract and their original cost, June 1 of each year. The purpose of the report

will be to meet Colorado Department of Education updating requirements for capitalization.

The District will attempt to keep the per-unit cost confidential within the requirements of law.

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33. Additional Buses.

If, during the contract period, the buses provided are insufficient to meet the time schedules as

set forth by the District, additional buses shall be provided in passenger capacities that meet the

minimum requirements of the specifications and shall be of such capacity as will best serve the

needs of the District. Compensation for additional units shall be on the same basis as the basic

route buses.

34. Billing Procedure.

Each month during the term of this Agreement, the Contractor will submit to the District a

statement of its services during the preceding month. Such statements will reflect any and all

credits to which the District may be entitled under any of the terms of this Agreement. After

verification of the statements by the District, it will pay the verified amount due to the

Contractor on or before the 15th of the following month.

Statements submitted by the Contractor, and payments made by the District, will be determined

by reference to the schedule of rates, which is attached herein as Exhibit A and incorporated

herein by reference.

35. Transportation Facilities and Storage Area.

The Contractor agrees to use the District’s transportation facilities located at 1002 Colorado

Ave. as Contractor's primary shop during the term of this Agreement. Such use shall be at no

cost to Contractor, except that Contractor shall be responsible for all utilities, janitorial, trash,

telephone and internet service, at its sole expense. The Contractor will provide snow removal

services.

The District's transportation facilities consist of:

1002 Colorado Avenue, Montrose, Montrose County, Colorado 81401.

a. Four (4) bays for servicing passenger buses

b. Three (3) offices

c. One (1) dispatch area

d. Employee lounge

e. Office space for the Contractor's office employees and radio dispatcher

f. One restroom

g. Spare parts and tire storage

The Contractor agrees to keep the District transportation facilities used in good repair throughout

the term of this Agreement. Contractor is responsible for any facility damage caused by

negligent behavior of its employees or contractors.

In the event Contractor needs additional space or facilities to conduct its operations, the parties

may also mutually agree to make other satellite facilities available for Contractor's use, at no

cost to Contractor. Such agreements shall be subject to the District's written approval.

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The Contractor must obtain the prior written approval of the District for any proposed addition,

alteration or improvements to the transportation facilities. Such approval shall encompass the

actual cost of the improvements and all plans and specifications of the proposed construction.

The District's approval may be subject to such terms and conditions as the District deems

appropriate.

The Contractor agrees to perform any service required on District owned vehicles in the

transportation facilities. Such servicing is to be provided by the Contractor and charged to the

District at the Contractor's actual cost.

36. Compensation of Contractor.

Base Rate

For services rendered pursuant to this Agreement, the District shall pay Contractor the

Base Rate specified on Exhibit A.

Adjustment of Base Rate

On July 1 of each year during the term of this Agreement following the year of the

effective date of this Agreement, the Base Rate shall increase as specified on Exhibit

A.

Special Purpose Trips

The District may require the Contractor to provide special purpose transportation for

events such as shuttle trips, field trips, delayed school openings or early release. A

separate record of unit mileage and driver hours for such special event transportation

shall be kept on a per trip basis accumulated on a monthly report.

The Contractor in making special purpose trip assignments will attempt to minimize

driver cost by utilizing driver time which may be available from regular route

schedules and other special assignment. The Contractor shall also consider travel

distance to point of origin of the special purpose trip in making assignment to

minimize vehicle mileage costs.

Rates for available driver time and mileage for special purpose trips shall be at the

rate on Exhibit A.

Activity Trips

Contractor shall provide two (2) 84-passenger flat nose activity trip buses with

underneath and interior overhead storage for activity/athletic trips along with

dedicated activity trip drivers. These activity buses are in addition to the regular and

special needs route buses and spare buses. The Contractor shall be paid according to

the per mile and per diem rates specified on Exhibit A for such activity trip buses.

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37. Annual Appropriation.

In accordance with Article X, Section 20(4)(b) of the Colorado Constitution, this Agreement

shall neither create nor be construed to create any multiple-fiscal year direct or indirect District

debt or other financial obligation whatsoever. The parties recognize that this Agreement is

dependent upon the continuing availability and appropriation of funds (including per pupil

funding for Program students from the State of Colorado) beyond the term of the District's

current fiscal period ending upon the next succeeding June 30, and that financial obligations of

the District payable after the current fiscal year are contingent upon funds for that purpose being

appropriated, budgeted, and otherwise made available. Notwithstanding any other provision of

this Agreement, the District and Contractor understand and agree that the District may terminate

this Agreement at or before the end of any District fiscal year upon sixty (60) days' prior written

notice to Contractor, with or without cause and without any liability, penalty or other obligation,

except that the District shall in any event be obligated to pay compensation as provided in

Paragraph 34 above, for services rendered to the date of termination.

38. Compliance with Immigration Law.

Contractor represents and warrants that, prior to executing this Agreement, it supplied the

District with a certification meeting the requirements of section 8-17.5-102(1), C.R.S., a copy

of which is appended hereto.

During the term of this Agreement, Contractor shall not-

a. knowingly employ or contract with an illegal alien to perform work under this

Agreement.

b. enter into a contract with a subcontractor that fails to certify to Contractor that

the subcontractor shall not knowingly employ or contract with an illegal alien to

perform work under this Agreement.

Contractor warrants and represents that it has verified or attempted to verify through

participation in the electronic employment verification program jointly administered by the

Social Security Administration and Department of Homeland Security or the employment

verification program established by the Colorado Department of Labor and Employment

(either of which being referred to herein as a "Program) that it does not employ any

illegal aliens. If Contractor has not been accepted into a Program prior to entering into this

Agreement, Contractor shall apply to participate in a Program every three months until it is

accepted or this Agreement has been completed, whichever is earlier.

During the term of this Agreement, Contractor shall not use Program procedures to undertake

pre-employment screening of job applicants.

If Contractor obtains actual knowledge that a subcontractor performing work under this

Agreement knowingly employs or contracts with an illegal alien, Contractor shall:

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a. Notify the subcontractor and the District within three days that it has such

knowledge; and

b. Terminate the Agreement with such subcontractor if within three days of

receiving the notice required pursuant to subparagraph a. of this paragraph, the

subcontract does not stop employing or contracting with the illegal alien; except

that Contractor shall not terminate the Agreement with the subcontractor if

during such three days the subcontractor provides information to establish that

the subcontractor has not knowingly employed or contracted with an illegal alien.

Contractor shall comply with all reasonable requests made by the Colorado Department of

Labor and Employment in the course of any investigation undertaken pursuant to section 8-

17.5-102(5),

C.R.S.

Any other provision in this Agreement to the contrary notwithstanding, in the event Contractor

violates any provision set forth in paragraph, the District may terminate this Agreement for

breach and hold liable for damages as provided by section 8-17.5-102(3), C.R.S.

39. Notice to Parties.

All notices to be given by the parties to this Agreement shall be in writing and served by

depositing same in the United States Mail, certified mail.

Notices to District shall be addressed to: Emily Imus Director of Finance Montrose County School District RE-1J 930 Colorado Ave. Montrose, CO 81401 Notices to Contractor shall be addressed to: Kirk Wilkie

Senior Vice President 13642 N. Hwy 183, Ste 110 Austin, TX 78750

40. Contract Interpretation.

All questions concerning interpretation or clarification of this Agreement, including the

discovery of conflicts, errors and omissions, or the acceptable performance thereof by

Contractor shall be immediately submitted in writing by the questioning party to the other party

for resolution. Each party shall be responsible for requesting instructions or interpretations and

shall be liable for any cost and expenses arising from its failure to do so. The Parties agree to

work together to resolve any conflicts, errors and omissions, or performance concerns in a

mutually agreeable manner. If a mutually satisfactory solution cannot be negotiated, the Parties

shall participate in nonbinding mediation with a third-party mediator prior to either party

commencing any action or proceeding regarding this Agreement with any court or other

tribunal. Nothing in this paragraph is intended to limit the relief or remedies available to either

party in the event of a breach of this Agreement.

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41. Entire Agreement and Amendments.

This Agreement contains the entire understanding of the Parties with respect to the subject

matter hereof, and all other understandings or agreements shall be deemed merged into this

Agreement. Amendments of this Agreement may be made only in writing and signed by all

Parties hereto.

42. Third Party Beneficiaries.

None of the terms or conditions in this Agreement give or allow any claim, benefit or right of

action by any third person not a party hereto. Any person or entity other than the District

receiving services or benefits under this Agreement is an incidental beneficiary only.

43. Governing Law and Venue.

The laws of the State of Colorado shall govern as to the interpretation, validity, and effect of

this Agreement, without giving effect to Colorado’s conflicts of law provisions. The parties

agree that jurisdiction and venue for any disputes arising under this Agreement shall be with

the District Court of Montrose County, Colorado.

44. Contract Documents.

Contractor agrees to perform its obligations under this Agreement pursuant to the Contract

Documents. The Contract Documents consist of this Agreement, the Transportation Rates (See

Exhibit A, attached), the Vehicle Inventory (See Exhibit B, attached), the Video Surveillance

Addendum (See Exhibit C, attached), the RFP, Addenda and Response, together with all

attachments and appendices to such documents. The Contract Documents form the Contract,

and each is hereby made a part of this Agreement as if fully incorporated herein. A requirement

occurring in one is binding as though occurring in all. In resolving conflicts, discrepancies,

errors or omissions the following order of precedence shall be used:

1. The Agreement

2. Exhibit A – Transportation Rates

3. Exhibit B – Vehicle Inventory

4. RFP

5. The Addenda

6. Response

(Signature page follows)

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CONTRACTOR: DISTRICT:

STA OF COLORADO, INC. dba Montrose County School District

STUDENT TRANSPORTATION OF AMERICA

By__________________________ By__________________________

Senior VP of Operations President, Board of Education

Attest:

By__________________________

Secretary, Board of Education

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Exhibit B – Vehicle Inventory

As of Contract Start Date

Two (2) new eighty-four (84) passenger, flat nose trip buses with outside underneath storage and

interior overhead storage.

Twenty-two (22) new seventy-seven (77) passenger regular route buses.

Four (4) new sixty-five (65) passenger regular route buses.

Four (4) new forty-eight (48) passenger regular route buses.

Three (3) 2015 model year seventy-two (72) passenger spare buses.

Three (3) new forty-eight passenger size special needs route buses with wheelchair lift, air-conditioning

and seat belts.

Two (2) new twenty-four (24) passenger Type A special needs route vans with lift, air-conditioning, seat

belts and track seating adjustable for ambulatory and wheel chair capacity.

One (1) new forty-eight (48) passenger spare special needs bus with lift, air-conditioning and seat belts.