Transportation_Services_Agreement_(Contract).pdf

1 SG 10534765v.4

TRANSPORTATION SERVICES AGREEMENT

This TRANSPORTATION SERVICES AGREEMENT (hereinafter, the “Agreement” or “Contract”), executed on the day of , 20 , is entered into by and between the WATERFORD BOARD OF EDUCATION, located at 15 Rope Ferry Road, Waterford, Connecticut 06385 (hereinafter, the “Board”) and [CONTRACTOR], which has a principal place of business located in [LOCATION](hereinafter, the “Contractor”). The Board and the Contractor may be referred to individually as a “Party” and collectively as the “Parties.”

WITNESSETH

WHEREAS, the Waterford Public Schools(the “District”) issued a Request for Proposals dated

[DATE] (the “RFP”) soliciting proposals for the provision of certain transportation services and the Contractor submitted a proposal in response to the RFP (the “Bid Proposal”) which was selected for provisional award by the District and awarded pursuant to a vote of the Board on [DATE]; and

WHEREAS, the Board is desirous of entering into a contract with the Contractor to provide for the transportation of resident children, including certain children eligible for special education services, to and from the schools operated by the Waterford Public Schools(hereinafter, the “District”) or otherwise designated by the Board or the District for the term indicted herein; and

WHEREAS, the Contractor is willing, capable, and ready to furnish the regular and special education transportation services requested by the Board, consistent with the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained, the sufficiency of which is acknowledged, the Parties agree as follows:

1. GENERAL TERMS

1.1. The term of this Agreement shall continue for five (5) years, commencing on July 1, 2025 and terminating on June 30, 2030 (the “Term”), unless terminated early in accordance with the terms of this Agreement, provided further that two (2) separate one-year contract extensions may be awarded at the sole option of the District prior to the end of the Term. For the avoidance of doubt, the first optional extension year shall be July 1, 2030 through June 30, 2031, and the second optional extension year shall be July 1, 2031 through June 30, 2032. The Waterford Public Schools reserves the right to award both optional extension years at the same time, prior to the start of this first option year.

1.2. The Contractor agrees that it will transport to and from the schools in the District and other institutions as designated by the District such persons as may be designated by the District (the “Students”), and at such days, times and hours as approved by the District, and will make such stops and travel along such routes as are approved by the District (the “transportation services”). The Contractor specifically represents that it will not refuse any service request by the Board within the scope of this Agreement, including any request for special education transportation services. Should the Contractor have particularized concerns about safety in regard to any requested service, the Parties agree to collaborate in good faith to promote the safety of all individuals on a Vehicle (as such term is defined below), but in no case may the Contractor refuse a request for services within the scope of this Agreement.

1.3. The transportation services required in accordance with this Agreement are understood to include services

2 SG 10534765v.4 in accordance with, collectively, the transportation services required by this Agreement, any other services required or necessary for the proper performance of the Contractor’s work under this Agreement, and the services described in the RFP associated with this Agreement, which was issued by the Board, and any associated terms and conditions included in the Agreement and RFP. The terms and conditions of the RFP are deemed a part of and incorporated into the Agreement and the Contractor’s representations and warranties of the Bid Proposal are deemed incorporated into and made in the Agreement. To the extent there is conflict between the terms and conditions of the Agreement and the RFP, the terms and conditions of the Agreement shall control and prevail, and the terms and conditions of the RFP shall prevail and control over any conflict with the Bid Proposal.

1.4. The Board agrees to pay, subject to the terms and conditions of this Agreement, the Contractor the compensation set forth in Exhibit A, provided that the transportation services are furnished in accordance with this Agreement. The Parties agree that no other payments shall be made to the Contractor who shall furnish all of the vehicles, vehicle operators, labor, materials, equipment, permits and licenses and other facilities necessary to provide the transportation and service required, including the staff and other services necessary for the proper performance of the Contractor's duties. The Parties agree that all mileage for all vehicles is included in the pricing set forth in Exhibit A, unless expressly indicated. The Board may withhold payments for services when the District determines, in its sole discretion, that such services do not meet the requirements of this Agreement. Payments for such services shall not be made until the Contractor has made corrections which are acceptable to the District.

2. VEHICLES.

2.1. The Contractor agrees to the following conditions regarding buses and any other vehicle used to perform the transportation services (collectively, the “Vehicles”):

2.1.1. The Parties acknowledge that the District’s transportation needs will vary during the Term of this

Agreement. Vehicles will be furnished in such number as deemed necessary by the District for the transportation of Students, except as otherwise provided in this Agreement. The Contractor shall have available substitute Vehicles in an amount at least equal to ten percent (10%) of each size category in the fleet. Spare vehicles must be in a location to ensure response, with a stand-by operator, to a need within twenty (20) minutes. The Contractor shall have additional Vehicles available for field trips and athletic events, as indicated herein or as otherwise requested by the District.

2.1.2. All Vehicles and other equipment shall be equipped, operated, and maintained in compliance with all applicable laws, rules, regulations and policies of federal, state, and local governments, including Board policy. It shall be the responsibility of the Contractor to ensure that all personnel employed are familiar with the aforesaid laws, rules, regulations and policies.

2.1.3. The Contractor shall provide the District, at least one week prior to the start of each school year, and updated as necessary, a list that contains descriptions of each of the Vehicles to be used by the Contractor in the performance of the transportation services, including: the year of manufacture, make of the chassis, make of body, seating capacity, fuel type and V.I.N. number. The Contractor shall provide any other information regarding the Vehicles requested by the Board.

2.1.4. All Vehicles are to be numbered by the Contractor as designated by the District, and such numbers are to be clearly visible. All Vehicles shall be marked “Waterford Public Schools”.

2.1.5. The average age of the fleet shall not exceed five (5) years, and no vehicle in regular service older than ten (10) years of age shall be used in accordance with this Agreement. In the event that any Vehicle needs to be permanently replaced in the course of the school year, upon prior written notice

3 SG 10534765v.4 to the Board, it shall be replaced with a newer or equivalent-in-age Vehicle, with no additional cost to the Board. Such replacements are subject to District approval.

2.1.6. If, during the life of the contract, sufficient increase or decrease in the school population occurs to require additional or fewer buses or small vehicles, the Contractor shall make such adjustments in accordance with the guidance of the District. All payments or credits are to be based on the services actually provided and the rates applicable to the type of vehicle performing services.

2.1.7. All Vehicles must be maintained so as to ensure proper starting, good visibility and safe operation during all types of weather. The Contractor must display a copy of the most recent State Motor Vehicle Inspection for each Vehicle.

2.1.8. The Contractor or its agent shall inspect all Vehicles daily before the first run in the morning. This check list shall be a written and maintained record and made available on request by the District. The inspection shall include but not be limited to the following: brakes, lights, tires, cameras, radios, and all safety equipment. Snow accumulation shall be removed from all vehicles prior to starting all runs.

Records of the inspection shall be kept on a check-off list, the form of which shall be approved by the District. The contractor is responsible for snow removal from the bus lot.

2.1.9. A schedule for servicing buses shall be maintained and followed. A copy of the service schedule form will be furnished to the District upon request.

2.1.10. The Contractor is required to perform appropriate and necessary maintenance on all vehicles used to provide services in accordance with this Agreement.

2.1.11. The interior and exterior of all Vehicles must be kept clean and in good repair. Each Vehicle must have an exterior washing at a minimum of once per quarter during the school year. Should the Contractor fail to meet the quarterly washing mandate, the District reserves the right to contract with an outside service and charge the cost to the account of the Contractor with the right of offset to any outstanding invoices. The Contractor shall be responsible for cleaning or eradication of any infestations or contaminations as required by the District or such other regulatory authority.

2.1.12. The interior of all Vehicles must be kept at comfortable temperatures while transporting Students.

No vehicle shall be used to provide special education transportation services unless it has operational air conditioning.

2.1.13. Each Vehicle must be equipped with a two-way radio of at least 30-watt capacity, business band sufficient to reach all Vehicles in operation from the most distant point on its route to the dispatching station. The Contractor shall also supply an appropriate number of handheld, portable radios for the Manager and relevant operations staff. No vehicles shall be operated outside the District boundaries without an operating radio that can be heard from the base station and/or a cell phone. The Contractor shall provide the Board with a portable two-way radio capable of communicating with all Vehicles.

2.1.14. All Vehicles used in the performance of this Agreement must be equipped with a digital video system to monitor passenger behavior and related activities at all times during the Term. All buses (including spares) shall be equipped with a minimum of four (4) cameras. All vans shall be equipped with a minimum of one (1) camera. The digital video systems installed in the Vehicles shall be equipped with audio capture feature and hard drive retention of a minimum of twenty (20) school days.

All cameras must be placed in locations approved by the District, with camera coverage set to record entryway, driver, and front, middle and rear seats. The Contractor shall implement a camera maintenance program to ensure that cameras are operational and functioning properly, including

4 SG 10534765v.4 video and audio recording, at all times. The mandate to have operational cameras in all vehicles providing services in accordance with the Agreement is fundamental to the Contractor’s performance, and any failure to have operational cameras shall be considered a material breach of this Agreement.

The Contractor shall provide the District with camera output as soon as practicable after a request is made for the same, but in any event within twenty-four (24) hours of said request. The Contractor shall also make available software for viewing, playback and event searching by District personnel.

The Contractor shall ensure the data from such cameras is stored in a secure manner and shall retain camera output for a minimum of twenty (20) school days or such longer periods as reasonably requested by the District. All camera use and video viewing shall be consistent with the policies and procedures as established by the District and any local, state or federal guidelines. Signage shall be placed in each vehicle to indicate that students are being recorded.

2.1.15. The Contractor shall ensure that each Vehicle used by the Contractor to provide transportation services in accordance with this Agreement is equipped with a global positioning system (“GPS”). The GPS system shall be subject to approval by the District. The Contractor-supplied routing software shall have the ability to integrate with the GPS system.

2.1.16. All Vehicles must be equipped with a "Child Check Mate System" or equivalent, as approved by the District, to ensure that no child remains on a Vehicle at the end of each route.

2.1.17. The District or any authorized agent shall have the right to inspect in any reasonable manner, including riding the Vehicles as a passenger, any and all Vehicles or equipment and their operation.

2.1.18. The District may, with written notice, require Contractor to discontinue use of any Vehicle which it judges to be hazardous, mechanically defective or subject to frequent breakdown or delays. The Contractor shall immediately replace such Vehicle with one that can fulfill the requirements of this Agreement.

2.1.19. The Contractor shall provide buses without any additional charge or cost to all schools a minimum of two times a year for bus safety drills, including instruction in emergency evacuation, in a manner approved by the District.

2.1.20. All Vehicles used in the performance of the transportation services shall not display, either inside or outside of the Vehicle, any advertisement without the prior written authorization of the Superintendent or designee.

2.1.21. All Vehicles used in the performance of the Agreement to transport special education students must have seat belts, child restraint seats, harnesses or other suitable restraints and wheelchair lifts to meet the needs of each student. Should applicable law require child restraints for all students being provided services under the Agreement, it shall be the Contractor's responsibility to provide compliant restraints.

3. PERSONNEL.

3.1. All personnel providing services in accordance with this Agreement shall be the responsibility of the Contractor and shall be the Contractor’s employees, unless expressly indicated herein. All such personnel, shall meet all legal and regulatory requirements for holding their respective positions, and shall in all respects be in compliance with all requirements of law, ordinance or regulation of the Department of Motor Vehicles. Contractor shall provide qualified, reliable and capable personnel to

5 SG 10534765v.4 support the delivery of the transportation services required in accordance with this Agreement.

3.1.1. The Contractor agrees to perform the services required under this Agreement under thedirection of a full-time trained and qualified Manager, who shall be in the employ of the Contractor, and who shall be stationed at the transportation facility servicing the District and must be assigned as a full-time position for the District’s transportation program. The Manager will be directly responsible for contact with parents regarding transportation problems within the District; provided, however, that all such parent contacts are authorized by officials of the District. The Manager also shall be responsible for compliance by Vehicle Operators and aides with all Board transportation-related policies and legal requirements, providing all studies and reports required by the District, including those items necessary to comply with federal and/or state requirements and monthly reports on pupil load, driver and student discipline problems and accident reports. Said Manager shall arrange with the District to be available during all hours that services are being performed pursuant to the Agreement, prior to the beginning of each day’s hours of service, and for meetings with representatives of the District. The Manager shall be available by phone one and one-half (1.5) hours prior to the first morning run for emergency contacts from the District. The Manager is required to meet all federal and state regulations and training requirements. The Manager is precluded from any Vehicle Operator duties, serving as an aide, and/or Vehicle maintenance functions, unless authorized by the District. Should the Manager be authorized by the District to cover any of the aforementioned alternate duties, a designated point of contact must remain available at the terminal facility for the entirety of the period that the Manager is performing such alternate duties. The Manager shall be available at least until 5:00 P.M. on days when school is in session.

3.1.2. A qualified Dispatcher function shall be assigned to the terminal serving the District with said position staffed for the full duration of all routes on days when the school transportation system is in operation.

The person(s) serving in this capacity shall be trained in the assignment of Vehicles and Vehicle Operators, the use of radio systems, effective communications with parents and District staff members, and such other areas as may be necessary to effectuate the coordinated and efficient provision of transportation services. The Dispatcher(s) shall serve at a designated telephone number to answer calls concerning daily service, including missed service and late pickups or drop-offs. Said Dispatcher will maintain contact with the District until the last student is off the last bus and the Dispatcher notifies the District that all of the students have been delivered to the designated drop-off point. The Contractor shall be responsible for maintaining services and facilities each day until the District is so notified. The Dispatcher is precluded from any Vehicle Operator duties, serving as an aide, and/or Vehicle maintenance functions, unless authorized by the District.

3.1.3. At no time during normal route operating times shall the terminal be without a Manager and/or

Dispatcher on-site.

3.1.4. The Contractor shall provide safety and driver training to the personnel providing services under this Agreement through a safety supervisor. This position is not required to be dedicated full-time to the District, however sufficient time must be allocated to provide on-going training services to such personnel.

3.1.5. Upon request of the District, the Contractor shall provide aides and/or monitors to support the delivery of the transportation services.

3.1.6. The personnel required by this Agreement shall be provided by the Contractor as a minimum in order to provide the quality of services expected by the District. The Contractor shall be responsible to determine what additional personnel are required to meet the program needs.

3.1.7. Personnel providing services in accordance with this Agreement shall be professionally dressed at

6 SG 10534765v.4 all times. Dress shall be appropriate for interacting with students and the personnel’s duties. At minimum, no obscene, revealing, political, drug or alcohol related attire shall be worn. More specifically, attire should be clean, free from inappropriate language and images, appropriately covering the torso and chest, with any shorts reaching mid-thigh length or longer, and fully enclosed footwear shall be worn at all times. Personnel providing services in accordance with this Agreement shall wear photo identification tags provided by the Contractor whenever they come in contact with students or school building personnel while working in their assigned tasks.

3.1.8. Personnel providing services in accordance with this Agreement shall conduct themselves professionally at all times and shall represent the Contractor and the District in a positive manner.

3.2. The Contractor agrees to the following conditions regarding operators of all Vehicles ("Vehicle Operators") under the terms of this Agreement:

3.2.1. The Contractor shall take the highest degree of care in recruiting and selecting Vehicle Operators. To the extent permitted by law, the District shall have the right to review all personnel records of Contractor employees performing the transportation services. All Vehicle Operators shall be compliant with all local, state and federal laws, rules and regulations. The Contractor shall furnish certification of such compliance, a list of certified Vehicle Operators, and a copy of each Driver's Connecticut Commercial Driver's License (CDL) to the Superintendent of Schools, or designee, prior to the opening of school each year, and no other Vehicle Operators may be used without written notice to and approval by the Superintendent of Schools, or designee. The Contractor will report new hires to the Superintendent of Schools, or designee, immediately.

The Contractor shall be required to provide such additional information regarding Vehicle Operators that the District reasonably requests. Proof of compliance with any legal requirement associated with the provision of the transportation services by Vehicle Operators shall be promptly provided upon request by the District.

3.2.2. Vehicle Operators shall be responsible to demonstrate professional relationships with the children and parents served, the employees and administration of the District, and the community-at-large.

3.2.3. The Contractor will provide competitive compensation to all Vehicle Operators to avoid the problem of a driver shortage in achieving the expected level of performance of the Agreement.

3.2.4. The Contractor assumes all responsibility and/or liability that may arise in connection with any and all labor agreements. If there are any strikes by Vehicle Operators, Contractor will be solely responsible for providing qualified alternate Vehicle Operators and/or transportation services.

3.2.5. The responsibility for hiring and discharging personnel with respect to all obligations arising from the Agreement shall rest entirely upon the Contractor, and the Contractor agrees not to enter into any agreement or arrangement with any employee, person, group or organization which will in any way interfere with the ability to comply with this requirement, except as otherwise required or permitted by law. The District reserves the right to directly employ certain aides, or to contract with an agency for certain nursing services, to provide specialized services or medical support to individual students.

3.2.6. The Contractor further agrees that the District, solely in its discretion, shall have the right to remove, reject, or direct replacement of any Manager, supervisor, Dispatcher, Vehicle Operator, or aide. The District reserves the right, in the exercise of its sound discretion, to reject Vehicle Operators or aides, or to direct that they be replaced, without being limited to considerations of health and driving records, with such Vehicle Operators or aides removed from the routes immediately upon notice from the District to the Contractor.

3.2.7. The Contractor shall ensure that all Vehicle Operators and aides used in the performance of the

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Agreement are able to read, understand and speak English and that all such persons are physically and/or emotionally capable to perform the essential functions of the job, with or without reasonable accommodation. No person who is serving a sentence in a penal or correctional institution shall be employed or work under this Agreement.

3.2.8. The Contractor will inform all Vehicle Operators that changes in routes, stops or schedules may be made only with the approval of the District, provided that minor, temporary changes resulting from transient conditions (e.g., weather conditions, road conditions) may be made absent District approval in the interest of safety and efficiency with the provision of notice to the District. Designated routes will be provided prior to the start of school and during the year. Vehicle Operators are expected to traverse their AM and PM assigned route(s) one or more times, until they are familiar with all assigned stops and roads prior to the first day of school. These trial runs should be conducted during the typical AM and PM route times to best replicate traffic issues and times. The cost of trial runs shall be borne by the Contractor and will not be billed to the Board. The Contractor will provide written verification of this trial run process to the District. Standby Vehicle Operators are also expected to be familiar with the routes to ensure efficient operations in the event that the Vehicle Operator normally assigned is not available. If a spare Vehicle Operator, used on a route, is unfamiliar with the route, the Contractor shall also assign an aide or monitor, at the Contractor's expense, to accompany and assist the spare Vehicle Operator. The District shall be informed each time an alternate Vehicle Operator is required to substitute for an assigned Vehicle Operator.

3.2.9. A list of stand by and spare Vehicle Operators for the District, in an amount deemed sufficient by the District, must be on file in the office of the Superintendent of Schools.

3.2.10. The Contractor shall provide an ongoing program of classroom and road training at its expense in accordance with federal, state and local laws, rules and regulations. The Contractor will provide a continuing safety education program for Vehicle Operators and Students, together with periodic management bulletins to personnel concerning the safety program and strict supervision of personnel in this respect. Certification of all training and copies of all bulletins shall be provided to the Superintendent of Schools, or designee, including proof of attendance of Vehicle Operators at such training as the Board shall reasonably request.

3.2.11. Vehicle Operators shall receive training in all areas required by law, industry-standard safety training, and all special training necessary or advisable as determined by the District, including any training determined to be necessary before providing special education transportation services.

The District may approve or disapprove the assignment of any Vehicle Operator to perform special education transportation services or special trips.

3.2.12. The Contractor shall submit to the District no later than fourteen (14) days prior to the beginning of each Contract year a list of the names and addresses and Connecticut Driver’s License numbers of all regular and substitute Vehicle Operators and aides employed to provide the services required hereunder, and said list shall be updated by the Contractor by adding or deleting such information regarding any such driver hired or terminated after that date. Said updates shall be provided to the District within 24 hours of employment or termination. No other Vehicle Operators or aides may be used unless such information is provided to the District in advance. Said list shall include the designated route/bus assignments for each Vehicle Operator or aide.

3.2.13. The Contractor shall at all times have stand-by Vehicle Operators for the operation of spare

Vehicles in the event of mechanical or other difficulties, or absenteeism, to maintain and provide the services which are required under this Agreement. The Contractor shall provide attendance information to the District upon request. The stand-by Vehicle Operators must be

8 SG 10534765v.4 experienced in navigating the Town of Waterford.

3.2.14. In order to ensure continuity in the provision of the transportation services, and in order to reduce student discipline issues, Vehicle Operators assigned to morning and/or afternoon runs are prohibited from leaving these assigned runs to perform optional field trips, sports trips, or other special trips. The District believes that effective transportation programs exist where the same Vehicle Operators are assigned to the same routes, every day. To this end, the Contractor is prohibited from entering into any agreements or procedures which violate this District mandate.

3.3. For each employee of the Contractor who performs services for the Board involving direct student contact, the Contractor shall comply with the following background and employment history checks:

3.3.1. The Contractor shall perform, and the Contractor’s employee shall submit to, employment history checks in accordance with Section 10-222c of the Connecticut General Statutes, as amended by Public Acts 16-67 and 17-68.

3.3.2. The Contractor shall perform, and the Contractor’s employee shall submit to, a records check of information maintained on the Abuse and Neglect Registry of the Connecticut Department of Children and Families (the “Registry”) or, for any employee of the Contractor’s whose current or most recent employment occurred out of state, the out-of-state equivalent of the Registry. The Contractor shall request information from the Registry or its out-of-state equivalent promptly, and in any case no later than thirty

(30) calendar days from the date the Contractor’s employee begins performing services for the Board pursuant to this Agreement. If the Contractor receives any information from the Registry or its out- of-state equivalent indicating that the Contractor’s employee may have a record of abuse or neglect, the Contractor shall, to the extent permitted by law, share information concerning such finding with the District.

3.3.3. The Contractor shall perform, and the Contractor’s employee shall submit to, state and national criminal records checks in accordance with Sections 10-221d and 29-17a of the Connecticut General Statutes. Each employee of the Contractor shall submit to such state and national criminal record checks within thirty (30) calendar days from the date such employee of the Contractor begins performing services for the Board pursuant to this Agreement. If the Contractor receives any information indicating that the Contractor’s employee may have a criminal record, the Contractor shall, to the extent permitted by law, share information concerning such finding with the District.

3.3.4. The Contractor shall cross-reference the Connecticut Department of Public Safety’s sexual offender registry, or, for any of employee of the Contractor whose current or most recent employment occurred out of state, the out-of-state equivalent of the Connecticut Department of Public Safety’s sexual offender registry, to determine whether the Contractor’s employee is registered as a sexual offender. The Contractor shall comply with the provisions of this Section 4 before any employee of Contractor begins performing services for the Board pursuant to this Agreement. If the Contractor receives any information indicating that the Contractor’s employee may be registered as a sexual offender, the Contractor shall, to the extent permitted by law, share information concerning such finding with the District.

3.3.5. The Contractor shall provide written confirmation to the Board that it has complied with this

Section. The Contractor agrees that upon the District’s request, it shall promptly provide the Board with any documentation related to such compliance.

3.3.6. The Contractor agrees that it shall pay all fees and costs associated with the background and employment history checks required under this Section.

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3.3.7. Should the Contractor receive any information that an employee of the Contractor performing services under this Agreement has a criminal record which could make the individual unfit for an assignment involving contact with children, is on the sex offender registry or its equivalent, or has a record of abuse or neglect, the Contractor shall not assign or shall not maintain, as applicable, the assignment of the individual to perform services under the Agreement. By assigning, and/or maintaining the assignment of, any employee of Contractor performing services under the Agreement involving direct contact with students, the Contractor represents and warrants that, in its best professional judgment, such Contractor’s employee maintains the appropriate qualifications and is fit to perform services which could involve direct contact with, or working in or near a school that educates minor children.

3.4. Aides performing services in accordance with this Agreement must be prepared to assist, when indicated by the District, Students to and from the threshold of the property, and they must assist Students in entering and leaving a Vehicle. While this requirement is not to be construed as requiring aides to carry a Student, it does require assisting by lifting legs, securing wheelchairs, carrying books, or otherwise assisting Students to enter and leave buses. In addition, Vehicle Operators must be prepared to provide reasonable assistance, as circumstances may deem necessary.

3.5. Aides must also perform functions of clearing the danger zones on the outside of Vehicles, and assisting the

Vehicle Operators in the management of students and performance of student discipline functions.

3.6. The Contractor will provide the aides with appropriate training to meet the requirements of the position. The Contractor will be responsible for communicating to aides their responsibilities, and any aide not willing to comply with these requirements shall be removed and replaced.

4. OPERATION OF VEHICLES.

4.1. The operation of Vehicles, including the pick-up and drop-off of Students, must comply with the Board's

Transportation Policy, as it may be amended from time. The Board shall provide any revisions to such policy to the Contractor.

4.2. The Contractor must have a procedure in place to ensure no Student is left on any Vehicle at the end of a run and after drop-off. In no event shall a Vehicle Operator leave a Vehicle unattended while it is occupied by any Student.

4.3. The Contractor shall ensure that only individuals specifically designated or authorized by the District are allowed to ride the Vehicles.

4.4. The Parties agree that the Contractor shall have the responsibility to, and the necessary authority to, supervise and control Students on the Vehicles pursuant to such rules as are from time to time adopted by the Board or District. The Contractor is responsible for awareness of such rules. Such authorization shall not, however, include the right to remove any Student from the Vehicle before it reaches its destination or engage in any other act which is likely to result in injury or danger to any Student. In the event of disciplinary infractions by Students on Vehicles which in any way imperil safe operations, the Contractor shall require that Vehicle Operators shall stop the Vehicle and not proceed until discipline is voluntarily restored. The Contractor's office is to be immediately alerted via radio. The Vehicle Operator shall report, in writing, all such occurrences to the Contractor, and the Contractor shall notify the principal of the school concerned for action. The Vehicle Operator shall be in full charge of the Vehicle and shall allow no misbehavior. The names of any Students who misbehave or who cannot be managed by the Vehicle Operator shall be reported, in writing, to the appropriate school administrator and to the District’s designee.

4.5. The Contractor shall be fully responsible for the care and supervision of Students during the transportation services. The transportation of a Student shall be deemed to have begun when such Student boards the Vehicle

10 SG 10534765v.4 and shall be deemed to have ended when the Student has departed the Vehicle at the appropriate, safe place.

4.6. No pre-kindergarten or kindergarten Students are to be released without adult supervision being present. If there is no adult to meet the Student, the Student is to be kept on the bus and the Vehicle Operator is to notify dispatch immediately for direction.

4.7. No Vehicle Operator shall allow children to leave a Vehicle except at scheduled stops unless otherwise authorized. Vehicle Operators are to remain in the Vehicle at alltimes when children are aboard, unless relieved by authorized personnel.

4.8. On all special trips, unless otherwise indicated in advance, the Vehicle Operator shall return all Students back to the school of origin. At no time shall any Vehicle Operator allow a Student on a special trip to disembark from any Vehicle at an unauthorized location other than at the school or place of or origination.

4.9. Vehicle Operators shall report to the Contractor immediately all accidents of any nature. The Contractor shall furnish the Superintendent of Schools a written copy of each accident report with complete details within twenty-four (24) hours. The Contractor shall ensure that, in the event of an accident, with or without any serious or minor injuries, the Contractor immediately reports the accident to the office of the Superintendent of Schools.

4.10. Vehicle Operators shall not smoke or carry a lighted cigarette or other smoking device, including any vaping device, when on board or operating a Vehicle. Vehicle Operators shall not be in possession of or under the influence of alcohol or any other intoxicating substance, legal or illegal, when operating a Vehicle.

4.11. Vehicles shall not be operated at any excessive speed, but always in a reasonable and prudent manner, with due regard for the safety and welfare of the Students transported.

4.12. Vehicle Operators shall not operate a Vehicle in excess of its rated capacity.

4.13. Vehicle Operators shall make sure that children board or leave a vehicle only when it is stopped.

4.14. Vehicle Operators are responsible to ensure that all Students are seated and remain seated while the Vehicle is in operation.

4.15. Vehicle Operators do not have the authority to refuse any Student who is eligible for transportation the right to ride a Vehicle except with the Board’s authorization prior to any refusal.

4.16. Vehicles and Vehicle Operators must be available on thirty (30) minutes’ notice for early closing of one or all schools in emergencies and upon one day's notice for early closing of any one or all schools for staff workshops or other activities needed.All scheduled early closings or schedule differences require thescheduled number of buses to be at each building on time without regard to other needs.

4.17. All Vehicles used by the Contractor to provide transportation services in accordance with this

Agreement shall be garaged (except while undergoing repairs and maintenance) in Waterford, unless otherwise approved by the Board. In the event that approval is given to garage Vehicles used by the Contractor to provide transportation services in accordance with this Agreement outside of Waterford, no deadhead miles shall be funded by the Board.

4.18. No Student shall arrive at school more than fifteen (15) minutes prior to the school opening in the

11 SG 10534765v.4 morning. No Student shall remain at school waiting for transportation home for more than fifteen (15) minutes after school has dismissed.

4.19. After school, Vehicles shall not leave the school until at least five (5) minutes following dismissal.

No Student will be dropped off at his or her bus stop later than fifty (50) minutes after leaving the school except under extraordinary conditions or as approved by the Board.

5. INSURANCE.

5.1. The Contractor shall purchase all insurance coverage for all Vehicles. The District, the Board and the Town of Waterford shall be designated as "additional insureds" on all policies. Coverage shall be maintained in amounts meeting or exceeding the requirements set forth in Exhibit D. The Contractor shall secure a Certificate of Insurance from the agent and have a current certificate on file with the Superintendent of Schools at all times during the life of the contract. The Board shall be given thirty (30) calendar days' advance notice by certified mail, return receipt requested, or by hand delivery, of any change to or cancellation of any or all insurance policies required under this Agreement. The Board will not be responsible for any damage to any vehicle either inside or outside by vandalism.

6. ALTERNATES.

6.1. For any contract year, the Contractor shall, provided that the District so requires, furnish to the Board a Surety Performance Bond ("Performance Bond") with an option to renew each succeeding year of the Agreement in a form satisfactory to the District assuring the faithful performance of the Agreement. The Performance Bond shall be equal to one hundred percent (100%) of each year's estimated Agreement price (excluding field trips) as reviewed and agreed upon by the District, and shall be continued for the life of this Agreement in amounts equal to a hundred percent (100%) of each year's estimated Agreement price as reviewed and agreed upon by the District. The Contractor must send such Performance Bond to the District prior to April 1 prior to the commencement of each school year during the Term. Each such Performance Bond shall be furnished by a surety company acceptable to the District and licensed or authorized to do business in Connecticut. Failure to deliver the bond shall be considered a default under the Agreement.

Should the Agreement price for any year increase during the year, the District may require the Contractor to provide a Performance Bond for the increase in the Agreement price for the remainder of the school year.

7. INVOICES/PAYMENT.

7.1. The Contractor shall submit an itemized invoice, substantially in the form attached as Exhibit B, as soon as practicable upon the conclusion of each month during the Term, but in any event not later than the tenth day of the following month. Delayed billing is not acceptable and will not be honored.

7.2. Payment to the Contractor shall be made, following receipt and approval of an itemized invoice as required by this Agreement, in monthly payments. The first payment shall be made in October of each school year during the Term. The last payment, for June of each school year during the Term, shall be made as part of the fiscal year's closing in July.

7.3. The transportation services shall be provided by the Contractor according to the applicable school calendar(s), as may be revised or adjusted by the Board or its designee from time to time.

7.4. The District, acting through the Superintendent of Schools or otherwise, reserves the right to cancel scheduled in person school days during the Term because of weather, pandemics/epidemics and/or other emergencies or threats to safety and to change the school calendar as necessary during the school year.

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The Board shall not be charged or otherwise penalized for such changes.

7.5. Notwithstanding any provision of this Agreement to the contrary, if the Board, or any government agency temporarily, intermittently, or permanently suspends in person classes during the Term due to a pandemic or other event, the Parties will negotiate, in good faith, regarding whether any payment should be made by the Board to the Contractor to ensure continuity of service. The Contractor will produce, upon request, documentation of costs to inform such negotiations.

7.6. The District may request that the Contractor perform additional tasks under this Agreement. Contractor shall perform such assignments in accordance with an agreed upon schedule and level of effort. Contractor will invoice the Board per an agreed upon cost structure for such additional services.

7.7. If in the event one or more Vehicles do not operate in compliance with this Agreement, over each independent route, on any school day, the entire daily cost of such Vehicle shall be deducted from the Contractor’s invoiced charges.

8. FUEL.

8.1. Required diesel fuel and unleaded gasoline for the Vehicles (the “fuel”) is to be supplied by the District.

The Contractor shall supply the tanks and pumps required to store, in a completely segregated manner, all District-supplied fuel. The Contractor must supply meter readings monthly to the District. The Board will buy all diesel and gasoline and have the fuel required by this Agreement delivered to the segregated tanks provided by the Contractor.

8.2. Any Board-supplied fuel used for any purpose other than the provision of the transportation services will be considered a material breach of this Agreement. The Board reserves all rights and remedies under contract, including without limitation termination of this Agreement, and law in regard to unauthorized fuel usage by the Contractor.

8.3. The Contractor shall keep thorough and accurate records of fuel usage by each Vehicle on a daily basis.

The District may at any time during the Term require the auditing of fuel use by the Contractor. The Contractor shall promptly provide fuel usage records, corresponding odometer readings, and any other information required by the District to inform such fuel audit.

8.4. The Contractor shall cooperate with the Board in the determination of fuel needs in accordance with the

Agreement, including the provision of documentation in support of estimated fuel needs.

8.5. Any fuel needed while on trips where the purchase of additional fuel is necessary is the responsibility of the Contractor.

9. ROUTES AND TIME SCHEDULES.

9.1. The Contractor will provide the services and technology necessary to develop and plan routes for all transportation services. Primary responsibility for route development lies with the Contractor although the Contractor will consult with the District in developing routes and interpreting Board Policies and regulations. Final approval of routing, and the of the transportation program in its entirety, shall rest with the Superintendent of Schools, or the superintendent’s designee. The routing and development of the transportation system for any school year will be commenced by the Contractor on or before June 1 and must be completed by August 10 of the relevant Contract year. Liquidated damages in the amount of Five Hundred Dollars ($500) per day may be assessed by the Board for non-compliance with such schedule.

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9.2. The District reserves the right to change any and all routes, times routes are to be operated, stops and any other such adjustments that conditions may necessitate. No route changes are to be made by Contractor, or any Vehicle Operator, without the prior permission of the District. In the event that, in the opinion of the Contractor, routes cannot be traveled as scheduled, for good and sufficient reason, the District shall be notified immediately.

Changes in routes and time schedules will take place only after authorization by the District.

9.3. The Contractor agrees to maintain routes and time schedules as approved by the District. The District reserves the right to determine, to change, and to control the routing of all Vehicles used in accordance with this Agreement at all times if the need occurs.

9.4. The transportation program shall include the number of buses needed to maintain all necessary routes, as required by the District.

9.5. The Contractor shall be aware that, at times, schools may operate on a reduced-time schedule and shall, therefore, be prepared for such deviations.

10. SPECIAL TRIPS.

10.1. Field Trips, Sports Trips, and Other Activity Trips: The Contractor agrees to furnish such Vehicles as the District may require for the transportation of students on field trips, to athletic events, and other school-sponsored activities, either in or out of town. Trips will include the required waiting time for the purpose the trips have been planned.

10.2. The Contractor shall charge the Board for special trips in a manner consistent with Exhibit A. Any mileage-based charges are to be calculated from Waterford Town Hall to the town or city hall in any town in the State. The basis for establishing the proper mileage is to be the State of Connecticut Register and Manual.

10.3. Out-of-State Trips: This Agreement does not include any out-of-state trips, unless otherwise expressly stated herein. The District may use the Contractor or other transportation provider for out-of-state trips.

10.4. The Contractor shall make sufficient Vehicles available, upon request made by the District, for “late bus” services and mid-day runs.

10.5. The Contractor must make available Vehicles, upon request by the District, for the transportation of Students, teachers and other designated persons to and from enrichment, extracurricular, extended school year, and summer schools programs, or for any other special trips within Connecticut. Charges for such services shall be based on the pricing included in Exhibit A.

11. COMPLIANCE.

11.1. The Contractor shall perform the transportation services in compliance with federal, state, and local law, as well as Board policy.

The Contractor must be familiar with any Board policies (including, without limitation, the Board’s Transportation Policy) or regulations which affect the services provided under this Agreement. The Contractor and the Contractor’s employees shall each be responsible for reviewing, at a minimum, on an annual basis, and complying with, all applicable Board policies in their forms as posted on the Board’s website as of the commencement date of the Agreement or as otherwise provided by the Board to the Contractor, including, but not limited to, its non-discrimination policy, as such policies may be amended from time to time. Any questions regarding any policy or its application may be directed by the Contractor to the Superintendent of

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Schools. The Board’s policies can be accessed at the following web address:

https://www.fpsct.org/board-of-education/policies-and-regulations

11.2. Confidentiality of Student…