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EXECUTION VERSION
1
STUDENT TRANSPORTATION SERVICES AGREEMENT
THIS STUDENT TRANSPORTATION SERVICES AGREEMENT (“Agreement”) is
made and entered into by and between by and between Reliant Transportation, Inc., a Delaware
corporation (“Company”), a subsidiary of MV Transportation, Inc., a California corporation, and
The Board of Public Education for the City of Savannah and the County of Chatham (“Board” or
“District”), effective as of the 1st day of July, 2015 (“Effective Date”).
WHEREAS, the Board desires to engage an independent contractor to provide student
transportation services for the students of the Savannah-Chatham County Public School System;
WHEREAS, Company desires to provide such services for the Board; and
WHEREAS, the Board wishes to engage Company to provide such services in accordance
with the terms of this Agreement.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:
1. SCOPE OF SERVICES.
(a) General. Company shall provide transportation services to the students of the
Savannah-Chatham County Public School System (“Transportation Services”), as further set forth
in this Agreement. Company shall provide the Transportation Services using vehicles, equipment
and facilities provided by the Board. Company shall maintain all such vehicles, equipment and
facilities to the highest standards (“Maintenance Services”), as further set forth in this Agreement.
The Transportation Services and the Maintenance Services are collectively referred to herein as the
“Services”. Company acknowledges that it will provide the Services during and outside of the
District’s normal 180-day school year. Without limiting the foregoing, Company will provide
Student Transportation Services on each in-session school day listed on the school calendar
published and adopted by the District.
(b) Company’s Role. As part of the Services, Company shall be responsible for the day-
to-day operation of the Student transportation system of the District. Company acknowledges that
the Board is held responsible and accountable by Students, their parents, and the local community at
large for the operation of the local public school system, including the Services. Company agrees
that the Board will retain the right to intercede as is necessary in the Board’s discretion to suggest
improvements to the Company’s performance of the Services. Company will implement any
modifications to the Services as reasonably requested by the Board. Company will keep the Board
informed of all relevant issues that may arise in the course of Company’s duties hereunder and
cooperate fully, in a timely and appropriate manner, with the Board on all matters arising under this
Agreement, including, but not limited to, emergencies, equipment and maintenance issues, buses,
Student discipline, Driver and personnel management and parent/Student complaints. Company’s
Facilities/GM will meet with the Board’s designee on a weekly basis to evaluate the performance of
EXECUTION VERSION
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the Services and to ensure that the Services are being performed efficiently and in accordance with
the Board’s expectations. Company’s Regional VP will meet with the Board’s Designee on a
quarterly basis.
2. TRANSPORTATION SERVICES
(a) General. As part of the Transportation Services, Company will transport the
District’s students as identified by the Board (“Students”) to and from school every day during the
school year and provide Student transportation for other purposes, including, without limitation,
Extra-Curricular Trips (as defined below), in accordance with the terms of this Agreement. In
general, Company will use its best efforts to ensure that it complies with the following standards:
(i) All Students will be transported safely and in reasonable comfort;
(ii) All Students will arrive at their respective schools in advance of the start of
school but not more than thirty (30) minutes before the start of school based on the
published bell schedule.
(iii) All Students will be picked up from their respective schools within ten (10)
minutes after the established dismissal time for such schools and transported home or to
their designated bus stop in a timely manner.
(iv) All special needs Students will be transported in a dignified and safe manner
that accommodates their condition, free of harassing actions by the driver, bus attendant or
fellow Students or passengers. Without limiting the foregoing, such transportation will
comply with any applicable Section of the Rehabilitation Act of p.73 (504) or Individual
Education Plan (IEP).
(v) The maximum student riding times (each way) for Students, as set forth in the
District “ED-R Student Transportation Management” policy (as the same may be changed
in accordance with the terms of this Agreement), are as follows:
(1) One and one-half (1.5) Hours: regular program transportation; specialty
program transportation; and special education program transportation (unless
otherwise stated in a Student’s IEP or as set forth in item 2, below).
(2) One (1) Hour (unless otherwise stated in a Student’s IEP or as set forth in
item 2, below): Moderately Mentally Handicapped; Severely Mentally Handicapped;
Profoundly Mentally Handicapped; Preschool handicapped, ages three through five;
Severely Emotionally Disturbed.
(3) Individual students with disabilities route times shall not be greater than 90
minutes nor more than the average ride time for students without disabilities.
EXECUTION VERSION
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(b) Routing. Company will establish the pick-up and drop-off Routes and Runs (as
those terms are defined below) in consultation with the Board. The Routes and Runs will be
established, and adjusted from time to time, in a manner that minimizes ride times and maximizes
the efficiency of the usage and operation of Vehicles (as that term is defined below). Company will
employ a minimum of four (4) full-time routing specialists for this purpose. Company will use a
routing system as may be mutually agreed upon by the parties. The Board will provide Company
with student census information at a mutually agreed upon date prior to the beginning of the school
year to allow Company to determine Routes and Runs. The Routes and Runs established by
Company are subject to the review and prior approval of the Board. The Board may update student
census information throughout the school year, and Company will make any necessary adjustments
to the established Routes and Runs, subject to the Board’s approval, to adjust for ridership changes
or changed transportation requirements. The Board may monitor all Routes, Runs and passenger
loads assigned to each bus. Company shall adjust Routes, Runs and passenger loads as directed by
the Board. The Company will not deviate from the approved Routes and Runs without the prior
authorization of the Board. Without limiting the foregoing, if Company determines a need to adjust
an established Route or Run (other than in the course of usual daily changes that may occur at the
Board’s direction) in any manner that would change the time, place or manner of pickup of any
Student, Company will immediately notify the Board orally and will follow up on such change in
writing within twenty-four (24) hours of such change. Any unauthorized deviation will be at
Company’s sole expense and liability. Company shall ensure that each Driver will have a current
Route and student listing prior to making any Run. Company will ensure that each bus stop
complies with applicable State laws and regulations, including under the Georgia Department of
Education. “Run” means the pick-up of a particular group of Students from a group of bus stops
and/or homes for transportation to one (1) school (or the transportation of such a group from a
school back to the Students’ respective stops or homes). “Route” means a series of Runs assigned
to a single bus.
(c) Regular “To and From” Services. Company shall provide regular bus stop pick-up
and drop-off services to and from schools as follows:
(i) Drivers (as that term is defined below) will pick up and drop off Students in
the Regular Services program at designated bus stops. The Company will provide route maps
and stop listings to Drivers, which maps and listings will indicate the directions of travel,
time of pick up and/or drop off and the names of Students assigned to each Run.
(ii) Each bus will typically be assigned one (1) route per day, averaging
approximately four (4) hours of service time and travelling an average of sixty (60) miles per
day. A route will consist of one (1) or more “runs” to one or more schools.
(d) Special Services. The “Special Services” program involves the transport of
Students with special needs, as determined by the Board, either due to physical disabilities, mental
handicap, enrollment in a special education program, emotional issues, the combination of young
EXECUTION VERSION
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age with any of the foregoing, or otherwise. Company shall provide Special Services pick-up and
drop-off services to and from schools as follows:
(i) Drivers will pick up and drop off Students in the Special Services program
individually from and to their respective home addresses or as otherwise specified by the
Board. The Company will provide route maps and stop listings to Drivers, which maps and
listings will indicate the directions of travel, time of pick up and/or drop off and the names
and addresses of Students assigned to each Run.
(ii) The Board will promulgate specific policies and procedures applicable to the
Special Services program. The Company will strictly comply with these policies and
procedures.
(iii) Company will ensure that all Drivers assigned to the Special Services
program are properly trained to meets specific needs of the student and of the proper
disposition to transport and interact with Students in the Special Services program. If
Company becomes aware of any reason why a Driver in the Special Services program may
not be suitable for an assignment to that program, or if the Board notifies Company that it
has reason to believe that why a Driver in the Special Services program may not be suitable
for an assignment to that program, Company will promptly reassign any such Driver to a
non-Special Services Route and replace the Driver with another Driver who is trained for
and suited to the Special Services program. Drivers will take special care in transporting
Students in the Special Services program.
(iv) Certain Students in the Special Services program may have unique medical
conditions that may require specialized services to accommodate the particular needs of the
Student. The Board will notify Company of any such unique medical condition. Company
will ensure that Drivers assigned to a Route on which such a Student is a passenger will
receive additional training to accommodate the specific needs of any such Student(s). The
cost of any such training shall be the sole expense of Company. All information related to
students in the Special Services program shall remain confidential.
(e) Extra-Curricular Trips. Company will provide transportation for Students for field
trips, athletic trips and other extra-curricular trips (“Extra-Curricular Trips”), as may be required
by the Board from time to time. The Board will specify the time, place and duration of Extra-
Curricular Trips. Company will provide Transportation Services for Extra-Curricular Trips on the
schedule specified by the Board and in a timely and safe manner. Drivers will remain with Student
group on all Extra-Curricular Trips. At no time will a Driver leave the Student Group to run a
personal errand, eat, refuel or for any other reason unless directed or permitted by the Board.
(f) Dry Run. Company, in cooperation with the Board, will conduct a rehearsal day or
“Dry Run” for all Routes approximately one week prior to first day of each school year. The exact
date will be specified by the Board in advance. Company will operate all Routes as they are to be
EXECUTION VERSION
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conducted on the first day of school. Company will, in consultation and cooperation with the Board,
will conduct an orientation for all Personnel on each Dry Run day, at sites and times designated by
the Board. Results from each Dry Run shall be analyzed by the Company and the results
communicated to District staff within three (3) business days after the Dry Run.
(g) Drills. Company will conduct emergency exit drills each semester in accordance with
State guidelines. Company shall conduct and report the drills as directed by the Board.
(h) Safety. Company shall develop, implement and maintain a written Safety Assurance
Plan designed to establish best practices and procedures for ensuring the safety of Students and
Personnel. Company will submit the Safety Assurance Plan to the District’s Executive Director of
Support Services (or such other individual designated by the Board) for review and approval by no
later than September 1, 2015. If the Safety Assurance Plan is not approved, Company will make
such reasonable adjustments to the Safety Assurance Plan as may be required by the Board.
(i) Notification of Delays. Company shall immediately notify the Board and each
affected school or other site, parent or guardian of all Transportation Service delays, including bus
breakdowns. Company will provide such notice at the commencement or “sign-on” time for the
affected Route or as close to such time as reasonably possible. For the avoidance of doubt, it is
Company’s responsibility to directly notify all affected schools of any delay in
Transportation Services.
(j) Unscheduled School Closing. If the Board or the District announces that there will
be early dismissal or early school closure, Company shall immediately take action to pick up the
affected Students and transport them from school along their typical Routes. Company
acknowledges that early dismissals or closures will happen from time to time during the school year,
and Company shall establish an early dismissal plan to accommodate early dismissals or closures on
a safe and timely basis. The decision to implement an early dismissal or school closure may only be
made by the Board. Such decisions will be communicated to Company only by the District’s
Executive Director of Support Services or another individual designated by the Board.
(k) Additional Activity Services. Company shall provide Transportation Services for
extended school day activities, altered school start/dismissal times, and other activities at times and
locations as the Board may require from time to time.
(l) Non-District Trips. Company may use the buses, equipment and Personnel to
provide transportation services to non-Board or non-District customers (“Non-District Trips”)
only with the prior written approval of the Board and on such terms as permitted by the Board. In
general such use will not be permitted. Company will be responsible for all costs related to and
liabilities arising out of Non-District Trips.
(m) Weather. Company shall monitor road conditions and weather forecasts and shall
notify the Board’s designated representative by 5:00 a.m. of any adverse weather or road conditions
that would have a bearing on the decision to close school. The decision to close or delay the
EXECUTION VERSION
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opening of schools will be made in the sole discretion of the Board or the Superintendent or his/her
designee. The District shall have the sole responsibility of altering, delaying or canceling
Transportation Services during inclement weather. Company shall assist the Board in any
determination of whether Runs or Routes should be canceled due to inclement weather. To this end,
Company shall designate an individual point of contact for weather issues, who shall remain
available to the Board for consultation on a daily basis. Company shall adjust the transportation
schedule to provide transportation within a reasonable time after being notified of the decision to
close or delay the opening of any school building at any time whether before or during the school
day as a result of inclement weather of other circumstance.
3. POLICIES AND PROCEDURES
(a) General. Company will ensure that it and its Drivers and other personnel at all times
comply with the policies and procedures of the Board applicable to the Board’s contractors and to
the performance of Services hereunder (“Board Policies”). The Board may promulgate, update,
revise or change Board Policies in its discretion.
(b) Enumerated Policies. Without limiting the generality of Section 3(a), above,
Company will comply with the policies and procedures enumerated in this Section 3(b). In the
event of an inconsistency between a provision of this Agreement and a published Board Policy, the
specific provision in this Agreement will control unless the Board Policy makes specific reference to
inconsistent term in this Agreement. Company will ensure that:
(i) the posted legal passenger capacity of buses will not be exceeded;
(ii) each Student will have room to sit comfortably on a seat when riding a bus,
with the benefit of “compartmentalization” for safety;
(iii) Students will not be transported when sitting or standing in the aisle of a bus;
(iv) before commencing a Route, Drivers shall personally check each onboard
safety device, including wheelchair tie-downs, cameras, radios, etc., to ensure the devices are
functioning properly;
(v) prior to starting a Run or leaving a parked bus, Drivers shall examine the
exterior and interior of the bus thoroughly, back-to-front and beneath the seats, to ensure
that no Student is left on the bus and there is no contraband present;
(vi) a copy of the current, applicable approved rider list is on board each bus at
all times;
(vi) only persons who are authorized by the Board or by Company in compliance
with this Agreement or Board Policies are permitted to ride on a bus, which authorized
persons will include Students, bus monitors, approved aides, IEP companions, and, only
with respect to Extra-Curricular Trips, approved adult chaperones;
EXECUTION VERSION
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(vii) Drivers do not transport their own children on their assigned Routes;
(viii) it provides the Board with advance or immediate notice of any anticipated or
actual deviations from standard the day-to-day operation of the Services, including bus
accidents; bus breakdowns, late buses; double Routes; changes in bus stop locations; changes
in pick-up times; bomb threats; high profile incidents (e.g., student injuries on buses, strikes
or walkouts); damage to buses or Board or District Equipment.
(c) Compliance with Laws. Company will comply with all federal, state and local laws,
rules, regulations and requirements applicable to the performance of the Services.
4. RECORDKEEPING AND REPORTING RESPONSIBILITIES. Company
shall keep accurate records and submit regular written reports to the Board on various topics and
categories of information, including the following:
(a) Ridership and bus load data (monthly);
(b) Maintenance status of all Vehicles, including a breakout of all Vehicles currently out
of service, along with an explanation for the out-of-service status (weekly);
(c) Student disciplinary incidents, including detailed write-up of incident (daily, as such
incidents occur);
(d) Student health or medical issues during transport, including detailed write-up of
incident (daily, as such incidents occur);
(e) Accidents reports, including a detailed write-up of the incident (daily). Company
shall make sure the Board and the parents or guardians of affected students are notified immediately
by telephone following any bus accident or incident where a Student is injured;
(f) Accident summary reports (monthly) to be provided by the 10th of each month,
summarizing all accidents that occurred during the previous month;
(g) Late buses (daily);
(h) Report of requests to review on-board video (weekly);
(i) Undeliverable Students (i.e., report of Students whose parent or guardian is not
home or at a stop to receive the child (daily);
(j) Personnel status, including number of Drivers on hand, terminated, in training
(weekly);
(k) Number of aides/attendants used on Vehicles (daily);
(l) Driver absences (daily);
EXECUTION VERSION
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(m) Use of back-up/substitute Drivers (weekly);
(n) Driver assignment report (daily – automated);
(o) Personnel attrition report (monthly) in the form provided in the RFP or as the Board
may otherwise require, with the first, “baseline” report of each school year due on the first working
day of August, which baseline report will include a recruitment and training plan setting forth how
the Company will meet the Driver staffing levels required for the Dry Run and “live” Routes
thereafter;
(p) Driver evaluation reports (monthly);
(q) Non-District field trips report (monthly, on the 15th), to include a list of all
transportation provided for non-District activities with a breakdown identifying the amount of time
spent on any such trip, the applicable hourly rate for all trips, and the total amount claimed for each
non-District customer;
(r) Such other reports as the Board may reasonably require.
5. DRIVERS AND PERSONNEL
(a) General. Company shall hire and employ all necessary personnel to perform the
Services in a professional manner (collectively, “Personnel”). Personnel shall include bus drivers
(“Drivers”), supervisors, aides and attendants, maintenance staff, route planners, administrative and
support staff, and such other personnel as may be required to perform the Services.
(b) Relationship of Employees. The parties agree that all Personnel shall be deemed the
employees of Company and such Personnel will not be considered employees of the Board for any
reason or purpose. Company shall have the responsibility for hiring, training, retaining and
terminating all Personnel. Company shall direct the place, time and performance by Personnel of the
duties assigned to such Personnel in the manner Company deems appropriate to provide the
Services in accordance with the terms of this Agreement. The Board may notify Company of
reasonable concerns it has as to certain Company Personnel. In such event, Company shall review
the concerns articulated by the Board and take prompt action to address the Board’s concerns in a
manner the Company deems appropriate. The determination of any appropriate corrective actions
or sanctions shall rest with Company alone. Company will respond responsibly and promptly to
such Board requests. Company acknowledges and agrees that its Personnel are not eligible for any
Board or District employee benefits, including, but not limited to: holiday, vacation or sick pay,
social security, Medicare, unemployment or disability insurance, workers’ compensation, health and
welfare benefits, profit sharing, 401(k), or any other employee benefit (collectively, “Employee
Benefits”). Company alone will be responsible for withholding and paying employment-related
taxes for Company Personnel. Company, on behalf of its Personnel, hereby waives any and all rights
to look to the Board or the District for any Employee Benefits, even if a Company Personnel is later
held by a court of competent jurisdiction to be a common-law employee of the Board or the
EXECUTION VERSION
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District. Company will defend, indemnify, and hold harmless the Board, the District, their Affiliates,
and their respective officers, directors, employees, and agents from and against any entitlement,
assertion, and/or claim to any Employee Benefits made by, or on behalf of, any Company Personnel
in connection with the Services provided under this Agreement.
(c) Supervisor. Company shall appoint a full-time supervisor and manager (“Company
Supervisor”) who shall have day-to-day management and oversight responsibilities over the
Services. The Company Supervisor shall work on-site at Company’s facilities in Chatham County.
Company Supervisor shall have authority to act on behalf of the Company.
(d) Retention.
(i) Company shall set the compensation for all Personnel at levels that in its
discretion are adequate to attract and retain sufficient numbers of qualified and suitable
Drivers and other Personnel to maintain the continuous provision of the Services in a high-
quality manner.
(ii) Company will consider making offers of employment to all school bus
drivers who had been employed to provide student transportation services to the District
during the school year immediately preceding the initial school year during the Term of this
Agreement; provided such prior employees had been employed as of the end of such
preceding school year and had been so employed for a period of not less than 90 days.
Company is not required to make or consider an offer of employment to any prior employee
if Company has reasonable cause to refuse to make such an offer. Any offers of employment
made pursuant to this Section 5(d)(ii) shall be held open by Company for a period of not less
than thirty (30) days. All employees hired pursuant to this Section shall be retained for a
period of at least ninety (90) days after the start of the initial school year, absent reasonable
cause for termination. Should Company determine that it requires the services of fewer
drivers than those who had been employed during the preceding school year, Company shall
consider employment to prior employees on the basis of the driver’s seniority (i.e., length of
continuous service as a driver providing services to the District). Company’s offer of
employment to any prior employee is subject to Company’s determination in its sole
discretion that the prior employee meets all requirements necessary to be an employee in the
position to which such employee is to be assigned, including but not limited to such matters
as insurability, background, licensure and physical condition.
(e) Driver Qualifications and Background. Company shall conduct a criminal
background check, to the greatest extent allowed by applicable law including through national FBI
screening if reasonably available to Company, on all candidates considered for employment as
Personnel under this Agreement. Company shall consider the results of such criminal background
check in making its hiring decisions. Company shall use fingerprinting to ensure positive
identification of all Personnel hired by Company, to the extent fingerprinting identification is
reasonably available to Company under applicable law. Company shall ensure that no Personnel or
EXECUTION VERSION
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other employee of Company will (i) work, on a permanent or temporary assignment, at a District
school or on a District school bus, or (ii) have contact with Students at a District school or on a
District school bus during the course of his or her employment, if such Personnel or other employee
has pled guilty to or been convicted of any felony crime involving the physical neglect of a child, the
physical injury or death of a child, the sexual exploitation of a child, child cruelty, a sexual offense
where a minor is the victim, the promotion of prostitution of a minor, the sale or purchase of a
minor child, or violation of similar laws of any jurisdiction. Company shall maintain copies of
Bureau of Motor Vehicles/Department of Driver Services abstracts, conviction record transcripts,
and references on all Drivers, all of which shall be made available to Board upon request. Failure to
comply with this section shall be a material breach of this Agreement. All applications for
employment of Personnel must include the following question to be read, answered and signed by
each applicant interviewed to be employed to work or provide Services under this Agreement:
“Have you ever been arrested and/or charged with a crime at any time? If yes, as to each
arrest, supply the following information: Were you charged with a crime? If charged, are the
charges still pending? If so, indicate the nature of the charge, date charged, court of
jurisdiction, case number, and trial date (if scheduled). If the charges are not pending,
indicate the nature of the charge, the date charged, the court of jurisdiction, and the case
number, and specify how the charges were resolved. (Indicate whether by dismissal,
acquittal, conviction, guilty plea, agreement with court or prosecutor, or some other manner
of disposition including expungement under a first offender or similar program.)”
(f) Drugs and Alcohol. Company shall ensure that Drivers do not smoke on any Vehicle
or District property, do not drink any intoxicating beverage on any Vehicle, and are not under the
influence of drugs or alcohol while operating any Vehicle. Company will conduct drug and alcohol
testing of its Personnel in accordance with applicable State and Federal laws and regulations.
(g) Training. Company shall make sure all Personnel are properly trained in the duties
they are employed to provide. Divers shall be able to communicate effectively orally and in writing.
Each Driver will have a valid Commercial Driver’s License. Each Driver will have a certified safe
driving record according to the requirements of Georgia law. Newly-trained Drivers (including
substitutes and backups) will be assigned an open Route for a minimum period of three (3) months
to allow the Driver to familiarize him- or herself with Company’s operations. In addition, Company
will provide training to all Drivers as follows:
(i) Company will ensure that all Drivers have been trained in these areas prior to
driving any Route: harassment training; bullying; cultural proficiency/diversity training;
Student management; crisis intervention; child abuse prevention; special needs training;
Route sheet reading.
(ii) As needed, Company shall make instruction available in the following areas:
pre-trip/post-trip inspection instruction; Initial defensive driving instruction; basic control
skills instruction; Basic operation instruction; road test instruction; emergency equipment
EXECUTION VERSION
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and specialized equipment instruction; introductory student behavior management pre-
service course; comprehensive in-service student behavior management course; introductory
defensive driving course; comprehensive defensive driving course; remedial driving course
with emphasis on altering driver attitudes; crisis prevention skills development course;
evaluation planning workshop for lift-equipped buses transporting physically challenged
students; and such other areas as the Board may require.
(iii) As part of Company’s Safety Assurance Plan, Company shall provide
mandatory Driver safety training. The training shall consist of a minimum of one (1) two-
hour session per semester with a maximum number of 35 drivers participating in each
session. Drivers who fail to attend will not be permitted to drive any Route or transport any
Student under this Agreement. A roster of participating Drivers will be submitted to the
Board within five (5) working days after each safety training session. Company has sole
responsibility for ensuring that Drivers have received the required safety training under this
Section.
(h) Driver Responsibilities. The primary responsibility of each Driver shall be the safe
transport of Students along established Routes and as otherwise provided herein. Drivers are also
responsible for Student discipline in accordance with the terms of this Agreement.
(i) ID Badges; Uniforms. Company shall require all Drivers to wear identification
badges that clearly display the Driver’s picture and name, which badges shall be provided by the
Company at its expense. Company shall require Drivers to wear uniforms, the design of which
uniforms shall be determined in Company’s reasonable discretion. Company will supply any required
uniforms at its expense.
(j) Staffing. Company shall hire and train all necessary Drivers and other Personnel by
no later than July 15, 2015. Company shall ensure that at least fifty percent (50%) of the full-time
Drivers hired by Company for work under this Agreement will have a minimum of six (6) months
experience as school bus drivers as of the Dry Run day. Company and the Board agree that assigning
a regular driver to each Route minimizes operational and Student management problems. Company
shall assign a regular Driver to each Route. Drivers may be transferred between Routes whenever it
is in the best interests of the Board, Driver, or Students may be served, as may be determined by the
Board or Company; provided that Company will strive for continuity in the assignment of Drivers
to Routes. If a Driver is assigned to a new Route for any reason, such Driver will conduct a “dry
run” of his or her new Route prior to transporting Students along the Route, at no cost to the
Board. Company will develop long-range strategies to retain an experienced workforce. Company
will submit a written plan for such retention annually, at least 30 days prior to the beginning of each
school year. The Company will update the plan on an annual basis.
(k) Substitute/Back-up Drivers. Company shall employ a sufficient number of Drivers,
aides and attendants and support Personnel to ensure the Services are provided in continuous and
reliable manner. Company shall at all times maintain as backup/substitute Personnel a pool (bench)
EXECUTION VERSION
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of unassigned trained, qualified, certified Drivers equal to ten percent (10%) of the of the workforce
necessary to provide Transportation Services on a daily basis. Substitute/backup Drivers shall fully
comply with all requirements pertaining to Drivers under this Agreement and shall have a minimum
of three (3) months’ school bus driving experience. Substitute drivers include “cover,” “on-call” and
“standby” Personnel and those Drivers not assigned regular Routes but who drive as back-up as
needed. Whenever a regular Driver is off on a planned absence or sick leave of more than two days,
to the extent possible, the same substitute Driver shall be used to cover the entire absence of the
regular Driver.
(l) Student Discipline. Company and the Board acknowledge and agree maintaining
proper Student behavior is necessary for the safety of all persons aboard a school bus. Company
shall be responsible for the maintaining proper Student discipline during all Student transportation.
Company shall report all Student behavior incidents that occur during transportation, through the
issuance of a Board-approved Disciplinary Referral Form (or such other form as may be required),
to the Principal of the Student’s school. A Driver’s primary duty is reporting agent, and Drivers will
not perform acts of discipline. The following guidelines provide a framework for Driver
participation in the Student discipline process:
(i) Drivers shall report Student behavioral issues as provided above.
(ii) School Principals will counsel and work with Students who have been
reported by a Driver in much the same way that the Principal works with classroom
referrals.
(iii) After parents have been advised that a Student has been a disciplinary
problem on the bus, the Principal may remove a Student from the bus for a short period. If
a behavior problem persists, the Principal may remove a Student from the bus permanently.
Parents are to be notified by the Principal in writing and will be provided an opportunity for
a conference on the matter with the Principal.
(iv) Drivers may not remove Students from the bus.
(v) Morning incidents will be reported on same day as occurrence; afternoon
incidents will be reported on the next school day.
(vi) Drivers and other Personnel do not have the authority to suspend, expel or
refuse rider-ship to any transportation-eligible Student.
(m) Aides and Attendants/Monitors. In connection with behavior issues or otherwise,
there may be instances when the Board or Company will consider it necessary to place an adult aide
or attendant on one or more Vehicles for purposes of supervising Student passengers. If the Board
requires the placement of an aide or attendant, Company shall place an aide or attendant as
requested, at the Board’s expense. If Company requires the placement of an aide or attendant, but
the Board does not consider such placement necessary, the cost of such aide or attendant will be the
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responsibility of Company. Company will notify the Board before placing an aide or attendant on a
Vehicle. All aides and attendants placed on a Vehicle shall be deemed Company employees and
Personnel under this Agreement. Company shall be responsible for selection, training and placement
of any such aide or attendant.
(n) Evaluation. Training Personnel shall ride with and observe every Driver at least once
each semester to evaluate driving practices with respect to on-time arrival, bus discipline, safety,
mechanical operation, and conformance with applicable laws, rules and regulations and adherence to
specified Route schedules and methods of Student management (bus discipline). In addition, the
Board may at any time, have a District representative ride with any Driver for the purpose of
observation to ensure compliance with the terms and conditions of this Agreement. Company shall
provide the Board with a monthly summary of Driver evaluations conducted during the previous
month with attached copies of all evaluation reports.
6. BUSES AND EQUIPMENT; FUEL
(a) General. The Board shall provide buses for use by Company in providing
Transportation Services hereunder. Such buses are referred to interchangeably herein as “Buses”
or “Vehicles”. Company is responsible for providing Maintenance Services for such Vehicles in
accordance with the terms of this Agreement. If Company believes it needs additional Vehicles in
order to provide Transportation Services hereunder, Company and the Board will meet to discuss
the actual need for additional buses. If the parties mutually agree that additional Vehicles are
required, the Board will either provide additional Vehicles as needed or make arrangement with
Company for Company to provide such Vehicles. If Company provides any Vehicles for use in
Transportation Services hereunder, Company will ensure that such Vehicles are equipped as required
under this Agreement, including with radios, cameras, etc. The District may inspect the buses at any
time or may authorize an independent consultant to perform such inspections.
(b) Condition and Maintenance. Company shall maintain all Vehicles used to provide
Transportation Services in strict accordance with State and Federal requirements and specifications
and Board requirements, as the Board may establish from time to time. Company shall keep
Vehicles in operating order at all times and ensure that Vehicles successfully pass required bus
inspections. Buses shall be kept clean and free of body damage including minor dents and paint
scrapes of a cosmetic nature. Any signage must be approved by the Board. Bumpers and wheels will
be cleaned as needed to retain a fresh, clean appearance. All buses shall be kept free of graffiti inside
and outside. Seats and seat backs shall be repaired promptly if damaged. If a bus is destroyed and
rendered a total loss or stolen, Company shall make provisions to replace the bus or reimburse the
Board for the value of the loss. All maintenance and service shall at a minimum be performed in
accordance with the manufacturer’s recommendations. All buses shall be maintained in a “like new”
condition at all times. “Like new” is defined as requiring all systems and installed items/equipment
to be maintained so as to provide the same level of safety and functionality as when the vehicle was
delivered new. All defects noted during an inspection shall be corrected within a maximum of fifteen
(15) days from date of inspection. A defect shall be defined as any item requiring repair, adjustment,
EXECUTION VERSION
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replacement, service, or maintenance. Any defect identified by GADOE, Ga State Patrol, or by
FMCSR as an Out Of Service defect shall render the bus as inoperative until such time as an
appropriate repair has been made. Contractor will provide the District with a “Out of Service List”
on a weekly basis. Company shall use commercially reasonable efforts to maintain a thirty (30) day
repair cycle for any bus identified as “Out of Service” for major repairs. If such 30-day repair cycle
cannot be met due to circumstances beyond the control of Company, Company and the Board will
meet to discuss the reasons for the delay and agree on a reasonable timetable for repair. Company
shall be responsible for any and all damages or loss to or of Facilities, Vehicles, and other equipment
used by Company, whether due to negligence, willful acts, vandalism, theft or other actions or
inactions of Company, its Personnel, other employees or contractors or third parties.
(c) Mechanic/Technician Training. Company will employ as Personnel a sufficient
number of full-time mechanics and technicians to service the Vehicles and provide Company’s
Maintenance Services, and will maintain, at a minimum, a 1:20 ratio of buses to
mechanics/technicians. All diesel mechanics and bus fleet technicians shall have been properly
trained in specialized vehicle and equipment repair applicable to diesel bus or truck maintenance and
repair. A valid CDL is preferred. All such Personnel shall be qualified and competent to repair gas
and diesel engines, transmissions, and operate power/hydraulic/electric equipment and shall have at
least two (2) years’ experience as a mechanic in an automotive, school bus, trucking or heavy
equipment environment, or any equivalent combination of education and experience.
(d) Seatbelts and Restraints. Company will ensure that all seatbelts are in proper working
order where applicable. Company will provide child safety restraint systems as required by law.
Company will supply authorized models of harnesses and child seats as needed at Company’s sole
expense. Company will furnish wheelchair tray storage and wheelchair tie-down on Vehicles as
required for the transportation of Students.
(e) Spares. A “spare” Vehicle is defined as a Vehicle available for replacement of a
regular service Vehicle in the event of a breakdown, maintenance issue, emergency, etc. Company
shall maintain a minimum inventory of spare Vehicles equal ten percent (10%) of the number of
Vehicles required for the provision of all daily Transportation Services in each class size. Spares will
meet the same requirements as other Vehicles under this Agreement (including for installed
equipment) and will be no older than five (5) years and have no more than 100,000 miles of use. All
spare buses will be fully insured.
(f) Storage. Company will store and park buses at the appropriate Facility when not in
use. Company will abide by all City and County ordinances pertaining to the parking of buses. At
any time during the Term, the Board may inspect any and all buses and storage facilities to ensure
compliance with Company’s maintenance obligations hereunder.
(g) Fuel. Company shall use federal tax-exempt fuel for Vehicles and Transportation
Services hereunder. The Board will purchase said tax-exempt fuel for delivery to the storage and
dispensing locations in the applicable Facility. Storage tanks are located at the board’s Facility with a
EXECUTION VERSION
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minimum capacity of 48,000 gallons (36,000 Diesel and 12,000 Regular). All fuel will remain the
property of the Board. Company is solely responsible for its ordering, custody, safe keeping and
dispensing of such fuel. Company assumes the risk of loss from any loss, misuse, theft or damage.
Company is responsible for the day-to-day maintenance of the dispensing facility and for cleaning
up and remediating spills. Company and the Board will inventory the fuel in the Facility storage
tanks on a monthly basis and will prepare monthly reports detailing fuel utilized for Transportation
Services and remaining fuel available. Company shall not use fuel provided under this Section 6(g)
for any other use than to fuel buses to provide Transportation Services to the Board. Company shall
man the fuel pumps daily and track all transactions. Company shall, at the Board’s option, at any
point in time, upon demand, permit the Board to inspect all books and records regarding the fuel
purchases and dispensing under this Section. The Board may specify the verification and inventory
systems to be utilized by Company.
(h) Signs. Company shall provide route number signs for each Vehicle and shall ensure
that such signs are prominently displayed on all buses as specified by the Board. Seating
assignments, safety rules and appropriate safety signs will be provided and installed by Company in
all buses as required by the Company and/or applicable law.
(i) Radios. The Board will provide two-way FM digital frequency radios for all buses.
Company shall ensure that such radios are used in all buses. Company shall maintain an inventory,
by number and type, of all such radios in use. The Board shall monitor radio procedures and retain
supervisory control of radio procedures. Company is responsible for replacing any two-way FM
digital frequency radio equipment that is or becomes inoperable on buses. The Board will retain
ownership of the two-way FM digital frequency radios, but Company is responsible at its expense,
for maintenance, replacements, installations and upgrades of such two-way FM digital frequency
radios. Company shall provide training on proper use of radios and decorum.
(j) Video Systems. The Board will provide video systems for use in all buses. Company
shall ensure that the video systems are properly installed and operational in all buses. The Board will
specify the location of the cameras. Company is responsible for replacing any video equipment that
is or becomes inoperable on buses. The Video system is a “locked system” and may be accessed
only by authorized personnel (staff designated by the Board and manager and supervisor level
Personnel of Company). The Board will retain ownership of the video systems, but Company is also
responsible, at its expense, for maintenance, replacements, installations and upgrades of such two-
way FM digital frequency radios. Company shall also inspect and service cameras every 22 days. A
log shall be kept by the Company documenting these inspections. Company shall maintain an
inventory, by number and type, of all video system used on buses. Company shall also inspect video
systems during regularly scheduled maintenance and inspections to ensure that the system is
functioning as intended, including during times of extreme weather conditions. Company will ensure
that all recorded video and audio will be archived for a minimum fifteen (15) school days.
(k) System Requirements. All buses shall have one (1) color digital camera with onboard
storage that has the ability to clearly record video and sound; operates with an accurate, visible real-
EXECUTION VERSION
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time clock; has the ability to record driver speed; has the ability to record the activation of the stop
arm; has the ability to record the activation of the hazard lights; has the ability to record the
activation of the 4-way stop lights; has the ability to record when the driver applies the brakes; has
the ability to record when the loading door has been opened; has the ability to record when the
emergency exits are opened; has a full view of all occupants of the bus; has automatic aperture
adjustments to optimize the video image during periods of extreme light dark; has the capability to
permit a secure website link that allows password protected access for digital video review of
security camera videos by authorized Board personnel.
(l) GPS. Company will equip every bus with a GPS system that provides real-time
location tracking of buses. The GPS system must provide for reporting of on-time arrivals, speed
verification, documentation of stops and other reports pertaining to Driver performance. Board
personnel will have access to GPS system.
(m) Maintenance of Equipment. Without limiting any other maintenance obligations set
forth herein, Company shall maintain and keep in good working order all equipment required to be
installed on buses, including radios, video systems and GPS. Company will maintain adequate
reserves of equipment to ensure the continuous operation of such equipment on buses at all times.
(n) Company-Provided Vehicles. If Board and Company agree, the Company may
provide buses, including spares, for Company’s use in providing Services hereunder (“Company-
Provided Vehicles”). Company will only use Company-Provided Vehicles with the prior approval
of the Board. Any Company-Provided Vehicles provided from outside the state of Georgia shall be
fully insured as provided in Section 11 and must be pass all inspections required by the State of
Georgia. Company-Provided Vehicles will be owned by Company. Company may charge the Board
a reasonable rate for the use of the Company-Provided Vehicles as mutually agreed by the parties.
Company-Provided Vehicles shall be maintained and equipped in the same manner as other Vehicles
and buses under this Agreement. Upon expiration or termination of this Agreement for any reason,
the District may, at its option, buy or lease from Company any Company-Provided Vehicles in
accordance with the terms of the Contract Documents (as that term is defined in Section 15(a),
below).
7. FACILITIES; ENVIRONMENTAL MATTERS
(a) Use of Board Facilities. Subject to the terms hereof, the Board grants Company the
non-exclusive right to use and occupy the existing bus parking lot and transportation building
located at 10 Interchange Court, Savannah, GA 31401 (the “Transportation Facility”) and to have
access to the Board’s fueling station located at 2219 Gamble Road, Savannah, GA and any other
facility of the Board or the District as specified by the Board for the duration of the Agreement
(each, a “Facility” and collectively, the “Facilities”). If requested by the Board, Company shall
enter into a written lease or license agreement for one or more of the Facilities, any such lease
agreement to contain such reasonable terms as may be required by the Board.
EXECUTION VERSION
17
(b) Environmental Matters. Company shall be solely responsible for any new or
additional environmental contamination or impairment on or about the Facilities caused or
occasioned by any act or omission of the Company or its agents or Personnel. Company shall not
allow or permit any asbestos, polychlorinated biphenyls, petroleum products or any other hazardous
or toxic materials, wastes and substances as defined, determined or identified as such in any federal,
state or local laws, rules or regulations (any such asbestos, polychlorinated biphenyls, petroleum
products or other materials, wastes and substances being herein collectively called “Hazardous
Materials”) to be located on, in or under the Facilities or any part thereof except gasoline, diesel
fuel, waste oil, used oil or heating oil which may be located in the storage tanks. Company shall have
the right at its own expense to enter upon the property to do any testing or evaluation to verify the
current status of the Facilities. Company shall indemnify and hold harmless the Board, the District,
and their subsidiaries, affiliates and assigns, and each of their respective directors, officers,
employees and agents from any loss, damage, cost or expense the Board or the District may sustain
or suffer as a result of any release of any Hazardous Materials caused by Company, its employees
(including Drivers and other Personnel) or its agents or contractors. Company covenants and
agrees, at its sole cost and expense, to pay (a) the actual costs of removal of any and all Hazardous
Materials from all or any portion of the Facilities or any surrounding areas, (b) additional costs
required to take necessary precautions to protect against the release of Hazardous Materials on, in,
under or affecting the Facilities into the air, any body of water including ground water, any other
public domain or any surrounding areas, and (c) in connection with all or any portion of the
premises or any surrounding areas, costs incurred to comply with all applicable laws, orders,
judgments and regulations with respect to Hazardous Materials, caused by the Company .
(c) Condition. Company shall, at its own expense, keep the Transportation Facility neat,
clean and in a sanitary condition, free of liens and encumbrances and use the Facilities in accordance
with applicable laws, ordinances, rules, regulations and requirements of all governmental authorities.
Company shall be responsible for all repairs (except as provided in 7(g) below) to the Facilities or
improvements it deems necessary for its use.
(d) Fuel. Company shall regularly monitor all fuel storage facilities, and shall take such
steps as are necessary to prevent unauthorized use, waste or spills of fuel.
(e) Waste. Company shall assure that all waste is disposed of in accordance with all
applicable environmental regulations, with the appropriate documentation.
(f) Damage. Company shall permit no waste, damage or injury to the Facilities.
(g) Maintenance. Company shall provide standard building maintenance to the
improvements on the Transportation Facility. The Board shall be responsible only for the repair
and/or replacement of major components of such buildings’ roof and building systems including
HVAC, or other existing physical improvements to the Transportation Facility (excluding
Company's trade fixtures), except to the extent such repair or replacement is occasioned by the
EXECUTION VERSION
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negligence or willful misconduct of Company, its agents or employees (including Drivers or other
Personnel).
(h) Utilities. Company shall pay all telecommunications service, garbage and utilities
expenses during its occupancy of the Transportation Facility.
(i) Security. Company shall maintain adequate security measures at the Transportation
Facility, including video surveillance, to ensure the protection of the Board’s assets. Company shall
ensure that buses are stored securely, on a Facility or as otherwise agreed between the parties, which
security will include 24-hour per day video and audio monitoring, an adequate physical barrier not
less than six (6) feet in height and an automated in-and-out gate system.
8. TERM AND TERMINATION
(a) Term. The initial term of this Agreement shall commence upon the approval of this
Agreement by the Board and mutual execution of this document by the parties and shall continue
for a period of two (2) years thereafter unless earlier terminated as provided herein (“Initial
Term”). Upon the expiration of the Initial Term, this Agreement may be renewed for one (1)
additional one (1) year term (“Renewal Term”) upon the mutual written agreement of the Parties.
The Initial Term and any Renewal Term hereunder will be referred to collectively as the “Term”.
The total length of the Term of this Agreement will not exceed three (3) years unless otherwise
agreed upon by the parties in writing.
(b) Termination. The Board may terminate this Agreement for any reason or no reason
by providing advance written notice of termination to Company at least thirty (30) days prior to the
effective date of termination. The Board may terminate this Agreement “for cause” if Company is
in material breach of any of its obligations, representations or warranties hereunder by providing
advance written notice of termination to Company at least thirty (30) days prior to the effective date
of termination; provided that such termination will only be effective if Company fails to cure such
breach within thirty days of the date of such notice.
(c) Cancellation of Routes. If Company’s performance on a particular Route is
unsatisfactory for three (3) days in any given week, or if Company does not have an assigned regular
Driver for any Route or Routes on a Dry Run day, the Board may cancel such Route(s) or portions
thereof and award such Route(s) to another carrier, or operate such Route(s) directly with Board-
provided Vehicles and equipment (including the Vehicles and equipment Company was using to
service such Route(s)). Company shall be liable to the Board for any additional costs incurred as a
result of providing such alternative service. Unsatisfactory performance for purposes of this Section
may consist of Driver fault, Driver misconduct toward Students, mechanical breakdowns, unfulfilled
Route or Run assignments, late Route performance of ten (10) minutes or more, multiple different
Drivers on a given route, and/or other similar issues with the Services provided. Except as
provided in Section 8(d), below, such cancellation shall be preceded by written notification of
unsatisfactory performance for each Route, and additional notice following each subsequent
instance thereafter. Company shall immediately correct the identified deficiency, or may respond in
EXECUTION VERSION
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writing, within five (5) calendar days of receipt of such notice as to why the asserted unsatisfactory
performance should be excused. The Board shall make final determination of all matters under this
Section in its reasonable discretion.
(d) Additional Rights. Notwithstanding anything to the contrary in this Agreement,
including any notice and cure periods specified herein, if the Board determines immediate action is
necessary to ensure reliable transportation is available to Students, the Board may take any summary
action it deems necessary in its sole discretion to provide such transportation. The Board will use
reasonable efforts to provide Company with 24 hours’ advance notice of any action taken by the
Board pursuant to this Section 8(d). This Agreement must otherwise be terminated or amended in
accordance with its terms.
(e) Transition Services. Notwithstanding any termination or expiration of this
Agreement, Company agrees to provide Transition Services to the Board after any such termination
or expiration. “Transition Services” means the continued provision of Services by Company in
accordance with the terms of this Agreement for not more than one hundred twenty (120) days
following the expiration or termination of this Agreement (the “Transition Period”). During the
Transition Period, Company will provide the Board with commercially reasonable assistance in
transitioning the Services to an alternate provider of transportation and maintenance services. At the
end of such Transition Period, Company will invoice the Board for the Services provided during
such period, with the fees for such Services to be billed at the rates set forth in this Agreement.
(f) Effects of Termination. Upon the expiration or termination of this Agreement, the
Board will pay Company for Services satisfactorily performed by Company as of the effective date
of such expiration or termination, in accordance with the terms of Sections 9 and 10.
Notwithstanding the foregoing, if the Board terminates this Agreement for cause, then the Board
will have no obligation to make any further payment to company for any outstanding charges or
invoices for Services performed pursuant to this Agreement, and, subject to the Board’s rights under
Section 8(e), Company will have no obligation to continue to provide the Services.
(g) Termination for Lack of Funding. Notwithstanding anything to the contrary in this
Agreement, the parties agree that the fees payable hereunder will be paid solely from appropriations
received by the Savannah-Chatham County Public School System. In the event such appropriations
are determined by the Chief Financial Officer/Comptroller of the District to no longer exist or to be
insufficient with respect to the fees payable hereunder, this Agreement shall terminate without
further obligation of the Board or the District at the end of the applicable fiscal period. In any such
event, an officer of the Board or the District shall certify the same to Company.
9. RATES; DAMAGES FOR PERFORMANCE FAILURE
(a) Rates. The Board will pay Company for the Services in accordance with the Rate
Schedule attached hereto as Exhibit A, which is incorporated herein by this reference. The
transportation-based and personnel rates reflected on the Rate Schedule are the sole source of
compensation for Company under this Agreement. Company is solely responsible for all costs and
EXECUTION VERSION
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expenses, including out-of-pocket costs, salaries, benefits, etc., it incurs in the performance of the
Services. Company agrees that the rates set forth on Exhibit A have been set to account for
Maintenance Services, including maintenance and repairs based on the lifecycle of buses as follows
(useful life): 16-33 passenger (eight (8) years); 34-72 passenger (twelve (12) years); 73-90 passenger
(fourteen (14) years).
(b) Damages. The parties agree that the failure by Company to perform the Services in
accordance with the terms of this Agreement will damage the Board. The parties agree that the
exact amount of such damages are uncertain and will be extremely difficult or impossible to
ascertain and quantify. Accordingly, the parties agree that Company will pay to the Board as full
liquidated damages for a default listed on Exhibit B, which is attached hereto and incorporated
herein by this reference, the applicable amount(s) set forth on Exhibit B. The amounts set forth on
Exhibit B represent a reasonable liquidation of such damages and are intended not as a penalty, but
as full liquidated damages pursuant to O.C.G.A. § 13-6-7. The liquidated damages set forth on
Exhibit B shall be cumulative for each default. Nothing in this Agreement will be construed as
prohibiting the Board from pursuing any other rights or remedies it may have under this Agreement,
at law or in equity. Notwithstanding anything to the contrary in this Section 9(b) or Exhibit B, the
liquidated damages set forth on Exhibit B will not be assessed for defaults that occur during the first
ten (10) days of each school year during the Term; provided that such suspension of damages will
not affect any of the Board’s other rights or remedies.
(c) Adjustments. The Board and Company will negotiate in good faith to adjust (up or
down, as applicable) the rates and fees payable hereunder under the following circumstances: a
material change (plus or minus 10%) in the volume of Services to be provided hereunder; a change
in the required minimum wage or mandatory benefits that has a direct and material impact on
Company’s out-of-pocket expenses hereunder; a change in any law or regulation that has a direct
and material impact on Company’s out-of-pocket expenses hereunder; or a change in Board or
District policy that has a direct and material impact on Company’s out-of-pocket expenses
hereunder. Company will notify the Board in writing of any such circumstances, and upon the
Board’s receipt of such notice the parties will negotiate in good faith for a period of at least thirty
(30) days (if necessary) to set new fees and rates. If the parties are unable to agree on new fees and
rates, the Company may terminate this Agreement upon ninety (90) days’ advance written notice to
the Board; provided that Company must exercise such termination right no later than ten (10) days
after the conclusion of the negotiation period described in this Section; and further provided that
Company will remain obligated to provide Transition Services as set forth in Section 8(e).
10. BILLING AND PAYMENT
(a) Billing. Company shall invoice the Board for the monthly fees for the Services on or
after the 15th day, but no later than the 30 day, of the month for which such fees are due. Company
will send Invoices for actual fees incurred above the typical estimated monthly amount to the Board
on or before the 10th day of the month following the month in which such fees were incurred. If the
fees are below the typical estimated monthly amount, the Board shall send a statement to the Board
EXECUTION VERSION
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of overpayment, and the Board shall apply a credit equal to the overpayment to future amounts
owed to Company. “Home to School” Routes shall be invoiced separately and sent to the attention
of Executive Director of Support Services no later than the 10th day of the month following the
month in which such Routes were performed by Company. The Board will not be responsible for
any fees not properly invoiced within the timeframe and on the schedule set forth in this Section
10(a). Company will submit invoices for Extra-Curricular Trips to the applicable schools or
programs by the 15th day of the month following the month in which the Extra-Curricular Trip took
place. The Board and Company will mutually agree on the typical estimated monthly amount before
the commencement of each school year during the Term.
(b) Detail. Each invoice will provide a detailed breakdown of the rates charged,
including by Route or by hour, as applicable. Company will submit a statement showing a summary
off all outstanding invoices (to include the school, invoice number, date billed, date and destination
of trip, and amount due) to the Board on a monthly basis on or before the 15th day.
(c) Offset. The Board may offset any amounts owed by Company to the Board,
including liquidated damages under Section 9(b) and overpayments under Section 10(a) against
amounts owed by the Board to Company. The Board will provide a written description of any
amounts that are offset pursuant to this Section.
(d) Withholding of Fees. In the event the Board, in its discretion, determines that
Company is consistently failing to perform Services in accordance with the terms of this Agreement,
the Board shall withhold payment of ten percent (10%) of the fees owed to Company until such
time as the Board is satisfied that such consistent failure has been adequately remedied.
(e) Services Performed. Notwithstanding anything to the Contrary in this Agreement,
the Board will be responsible for fees only to the extent that the Services related to such fees were
actually performed or provided by Company; provided that if the Board cancels any Routes or
Services later than one (1) day prior to the commencement of the applicable Route or Service, then
Company may charge the Board for any actual expenses incurred as a result of such cancellation. If
school or any Route, Run or Service is cancelled because of weather at least eight (8) hours in
advance, Company may not charge the Board for such cancelled Services.
(f) Correction of Services. If Company fails to provide any Transportation Services
under this Agreement (e.g., if a Driver fails to transport a Student due to Company negligence),
Company will be responsible, at its expense, for correcting such failure or reimbursing the Board for
any associated expenses incurred by the Board to correct such Failure. Company shall actively take
steps to correct any such failure(s) unless directed otherwise by the Board.
11. INSURANCE
(a) General. Company shall obtain and maintain adequate insurance coverage to allow it
to fulfill its obligations hereunder. Without limiting the foregoing, Company will comply with all
EXECUTION VERSION
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Georgia vehicle liability laws and workers compensation reporting requirements, regulations and
procedures at all times. Valid certificates of insurance must be on file with the Board at all times.
(b) Minimum Coverage. Insurance coverage required to be in place is subject to State
law and may change. At a minimum, Company shall obtain and maintain during the Term coverage
in the following amounts:
(i) Worker’s compensation coverage on all employees as required by applicable
law.
(ii) Commercial General Liability coverage in the minimum amount of
$5,000,000 per incident.
(iii) Automobile Liability coverage equal to $1,000,000 per person and $1,000,000
per incident.
(iv) Casualty insurance in an amount sufficient to cover all Vehicles, equipment
and Facilities used by Company under this Agreement.
(c) Conditions. All coverage must require a minimum of thirty (30) days’ advance notice
of cancellation, with notice to be provided to the Board. Company shall require any subcontractors
to obtain insurance coverage in the amounts and subject to the terms of this Section 11, and
Company shall furnish to the Board certificates of insurance for any such subcontractors. All
insurance policies and/or bonds will be written with insurance companies licensed to do business in
the State of Georgia and subject to the approval of the Board. Commercial general liability and
automobile liability policies must list the District and GA-DOE as additional insureds.
(d) No Waiver. No provision of this Agreement shall be deemed a waiver of the
sovereign immunity of the Board
12. Relationship of Parties. This Agreement is not intended to create, and does not
create, any partnership, joint venture, agency, fiduciary, employment, or other relationship between
the parties, beyond the relationship of independent parties to a commercial contract. Neither party
is, nor will either party hold itself out to be, vested with any authority to bind the other party
contractually, or to act on behalf of the other party as a broker, agent, or otherwise. Company will
not subcontract the Services, or any portion of the Services, nor will it engage independent
contractors to perform the Services or any portion of the Services, without having given the Board
prior written notice.
13. Representations and Warranties. Company represents and warrants to the Board
that: (i) it is a legal entity duly organized, validly existing and in good standing; (ii) it has all requisite
corporate power and authority to execute, deliver and perform its obligations hereunder; (iii) it is
duly licensed, authorized or qualified to do business and is in good standing in every jurisdiction in
which a license, authorization or qualification is required for the ownership or leasing of its assets or
the transaction of business of the character transacted by it, except when the failure to be so
EXECUTION VERSION
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licensed, authorized or qualified would not have a material adverse effect on its ability to fulfill its
obligations hereunder; (iv) it will comply with all laws and regulations applicable to the performance
of its obligations hereunder (including, without limitation, Title VI of the Civil Rights Act) and will
keep and obtain all applicable permits and licenses required of it in connection with its obligations
hereunder; (v) it will avoid deceptive, misleading or unethical practices that could damage the
reputation of the Board; (vi) it is not a party to any agreement with a third party, the performance of
which is reasonably likely to affect adversely its ability or the ability of the Board to perform fully
their respective obligations hereunder; (vii) its performance of its obligations under this Agreement
will not violate any other agreement between Company and any third party; (viii) the Services will be
performed in accordance with the highest professional standards in the applicable area or areas of
expertise required to perform such Services, as well as in accordance with the description of such
Services set forth in this Agreement; and (ix) that all Personnel providing Services under this
Agreement will be eligible to legally work in the United States.
14. Indemnification. Company, at its own expense, will indemnify, defend, and hold
harmless the Board and its assigns, and each of their respective members, directors, officers,
employees and agents from and against any third-party claim, demand or action (“Claim”), and any
losses, debts, costs, expenses (including reasonable attorneys’ fees), damages and liabilities
(collectively, “Losses”) arising therefrom, to the extent such Claim arises out of or is based on
(a) any breach or alleged breach by Company of its obligations, representations or warranties under
this Agreement; (b) the Services or Non-District Trips (including, without limitation, Company’s
provision of Transportation Services under this Agreement, and any bus accidents); and/or
(c) personal injury, death or property damage caused by the fault or negligence of Company, its
employees (including Drivers and other Personnel), contractors or agents.
15. MISCELLANEOUS
(a) Entire Agreement. Except as set forth below with respect to the RFP Documents,
this Agreement constitutes the complete and exclusive agreement between the Parties relating to the
subject matter hereof. It supersedes all prior proposals, understandings and all other agreements,
oral and written, between the Parties relating to this subject matter. The terms and requirement
under SCCPSS REQUEST FOR PROPOSAL #15-68 and all addendums and that certain Letter of
Intent between the parties dated June 17, 2015(“Contract Documents”) thereto are hereby
incorporated into this Agreement and made a part hereof. In the event of a conflict between the
terms of this Agreement and the terms of any Contract Document, the terms of this Agreement
shall control.
(b) Intellectual Property and Data. The Board agrees that, as between the Board and
Company, Company owns all rights, including intellectual property rights, in any computer software
or systems provided by Company for the provision of Services hereunder (“Company Software
and Systems”). The Board will not acquire any ownership rights in Company Software and
Systems by virtue of this Agreement. Any intellectual property rights arising from any materials
created by Company during its performance of this Agreement shall vest in Company. Company
EXECUTION VERSION
24
hereby grants the Board a royalty-free, worldwide license during the Term and any Transition Period
to use, reproduce, distribute, create derivative works of, perform and display, solely to the extent
necessary to make use of the Services provided by Company hereunder, any intellectual property
owned or used by Company in connection with its performance of the Services hereunder, including
Company Software and Systems. Notwithstanding the foregoing, all information and data regarding
Routes, Students and the performance of the Services hereunder, including as embodied in reports
provided by Company and as stored, contained or recorded within Company Software and Systems
(collectively “Data”) will be the property of the Board and to the extent title in such information
and data does not vest with the Board, Company hereby irrevocably assigns all right, title and
interest in and to such information and data to the Board. Upon expiration or termination of this
Agreement for any reason, or at any time during the Term upon the Board’s request, Company will
promptly provide the Board with all Data in Company’s possession in a format as may be reasonably
agreed upon by the parties. In addition to the license granted in this Section 15(b), Company will
allow the Board to access and use Company Software and Systems for a period of One Hundred
Eighty (180) days commencing upon the date of expiration or termination of this Agreement, for
the purpose of accessing Data and transferring the operation of student transportation services to
the Board or its designee.
(c) Applicable Laws. Company acknowledges that certain information pertaining to
Students may be subject to privacy protections under State of Federal law or regulations, including
the Family Educational Rights and Privacy Act (FERPA). Company acknowledges that it will abide
by any and all such laws and regulations. Company further acknowledges that records of the
Services may be subject to the Georgia Open Records Act, O.C.G.A § 50-18-70, et seq. Compliance
with any such request shall be at Company’s expense.
(d) E-Verify. Company will comply with and use the E-Verify program as required by
applicable law. Company will execute and submit all documents as required under such program at
its own expense.
(e) Notices. Any notice provided pursuant to this Agreement will be in writing and will
be deemed given (i) if by hand delivery, upon receipt thereof; (ii) if mailed, five (5) days after deposit
in the U.S. mails, postage prepaid, certified mail return receipt requested; or (iii) if sent via overnight
courier, upon receipt. All notices to Company pertaining to this Agreement will be sent to MV
Transportation, Inc., Attn: Office of the General Counsel, 5910 N. Central Expressway, Suite 1145,
Dallas, TX 75206. In the case of any notice to be provided to the Board under this Agreement,
notice will be sent to Savannah-Chatham County Public School System, Attn: Tammy Perkins,
Executive Director of Support Services, 208 Bull Street, Room 212, Savannah, GA 31401, with a
copy to Leamon Holliday, Esq., Bouhan Falligant LLP, 447 Bull Street, Savannah, Georgia 31401.
Either party may change its address or its designated addressee by giving written notice to the other
party in accordance with the terms of this Section 15(f).
(f) Assignment. Company may not assign this Agreement nor any performance or
obligations hereunder to any third party or subcontractor without the prior written approval of the
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25
Board, other than assignment to an Affiliate (defined below) of Company which agrees in writing to
be bound by the terms and conditions hereof; provided that MV Transportation, Inc. shall be
responsible for any such Affiliate’s performance and obligations under this Agreement. This
Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors
and permitted assigns. For purposes of this Agreement, an “Affiliate” of Company shall mean any
entity that directly or indirectly through one or more intermediaries controls, is controlled by or is
under common control with MV Transportation, Inc. (where “control” is defined as ownership of
fifty percent (50%) or greater of the outstanding shares, securities or interests of such entity).
(g) Waiver. The waiver or failure of either party to exercise any right provided for
herein will not be deemed a waiver of any further right hereunder.
(h) Amendment. This Agreement may not be modified or altered except by written
instrument duly executed by both parties.
(i) Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable by a court of competent jurisdiction, such provision will be deemed restated, in
accordance with applicable law, to reflect as nearly as possible the original intentions of the parties,
and the remainder of the Agreement will remain in full force and effect.
(j) Governing Law; Venue. This Agreement and performance hereunder will be
governed by the laws of the State of Georgia, without regard to its conflicts of laws rules. The
parties consent to the exclusive jurisdiction and venue of the courts of applicable subject matter
jurisdiction in Chatham County, State of Georgia. The parties hereby waive all objections to
personal jurisdiction, venue and forum non conveniens.
(k) Survival. Sections 5(b), 7(b), 8(e), 8(f), 10(c), 12, 13, 14, 15(b), 15(c), 15(j) and 15(k)
will survive any termination, expiration or cancellation of this Agreement.
(l) Publicity. Company and the Board will cooperate to maintain a favorable public
image in the Chatham County area and will coordinate all public communication regarding the
Services provided hereunder. Without limiting the generality of the foregoing, unless required by
law, Company will not, without the prior written approval of the Board, make any public statement,
press release, presentation, or other announcement relating to the existence or terms of this
Agreement or the Services performed by Company under this Agreement.
(m) Counterparts. This Agreement may be executed in counterparts, each of which will
constitute an original, and all of which will constitute one agreement.
(n) Section Headings. The Section headings in this Agreement are for convenience only
and shall not limit or otherwise affect any of the terms hereof.
(o) Construction. The Agreement is being made by each of the parties after each party
has had an opportunity to fully review, analyze, and seek advice of legal counsel with respect to this
Agreement and all of its terms.
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26
IN WITNESS WHEREOF, the parties have set their hands as of the Effective Date.
THE BOARD OF PUBLIC EDUCATION FOR THE
CITY OF SAVANNAH AND THE COUNTY OF CHATHAM
By:
Rebecca T. McClain
Chief Financial Officer, SCCPSS
Date of Board Approval:
RELIANT TRANSPORTATION, INC.
By:
Name:
Title:
EXECUTION VERSION
27
EXHIBIT A
Fee and Rate Schedule
RFP NO. 15-68 PUPIL TRANSPORTATION SERVICES
Cost including routing Cost excluding routing 1. Specialty Routes (approximately 55): $ 239.38 $ 236.66
2. Regular zoned neighborhoods (Approximately 235): $ 239.38 $ 236.66
3. SPED Routes (approximately 79): $ 239.38 $ 236.66 4. Monitors (daily): $ 114.77 $ 114.77 (Aides/Attendants/Monitors) 5. CBVI (hourly): $ 34.76 $ 34.76 6. Charter Trips (hourly): $ 34.76 $ 34.76 7. Shuttles (daily per shuttle): $ 69.51 $ 69.51 8. Other trips (hourly): $ 34.76 $ 34.76 (Non-District trips) 9. Spare buses (monthly rate): $ 1,776.97 $ 1,776.97 10. Maintenance (Annually): $ 2,381,572.34 $ 2,381,572.34
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EXHIBIT B
Liquidated Damages Schedule
In accordance with the terms of Section 9 (b) of the Agreement, the liquidated damages will be assessed against Company for the following defaults in the amount indicated:
a. $500.00 shall be assessed for each incident of the following: (If an entire route is missed, the liquidated damage assessment will be $500.00).
1. Morning trip, including all field trips missed or exceeds 10 – minute delay.
2. Afternoon trip missed or exceeds 10 – minute delay. 3. Driver violates Board Policies.
4. Driver fails to follow District approved route.
b. $500.00 charges shall be assessed for each incident of the following:
1. Failure to assign a regular driver to a Route pursuant to Section 5(j) of the Agreement.
2. Driver misses stop or fails to pick up or drop off student(s).
3. Failure of a Driver to keep up-to-date route cards on route description.
4. Failure to clean a dirty bus (interior and exterior) within twenty-four hours of notice.
5. Failure to display route numbers 6. Inconsistent or incorrect information provided by Company’s staff.
7. Failure to abide by the designated travel times set forth in Section 2(a)(v) (one (1) hour for SPED and one and a half (1 ½) hours for others).
8. Failure of Video System
9. Failure to provide appropriate equipment on the bus (e.g., safety vests, car seats, etc).
10. Failure to appropriately staff buses (e.g., aides/attendants not on buses as required).
c. $500.00 shall be assessed for each instance when a field supervisor is absent from his/her assignment.
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d. $500.00 shall be assessed for each Run or Route on Dry Run day that is not driven by the Driver who is permanently assigned to such Run or Route.
e. $500.00 shall be assessed for Company’s failure to report each accident or incident in a timely manner as prescribed by the Agreement.
f. $500.00 shall be assessed for each incident of documented misconduct by a Driver. g. $500.00 shall be assessed for each incident or for delays in service as a result of a
private charter trip. h. $500.00 per day shall be assessed if Company fails to provide the designated number
of spare Vehicles under Section 6(e) of the Agreement. i. $500.00 per day if Company fail to have a ten (10%) percent backup/substitute
Personnel pool as provided in Section 5(k) of the Agreement. j. $1,000 per day for buses not repaired within 15 days of damage.
Liquidated damages will not be assessed for trip delays if the District determines, in its sole judgment that such delays were clearly and unquestionably caused by factors totally beyond the control of the Company. As indicated in Section 9(b) of the Agreement, liquidated damages assessed pursuant to the foregoing schedule will be cumulative, including if a single incident triggers multiple defaults (e.g., if a failure to maintain an adequate pool of substitute drivers causes a Route to be missed, two liquidated damage awards will be assessed).