Form School Transportation Agreement Prepared by The Cooperative Network* Dated May 1, 2014

Transcription

1 Form School Transportation Agreement Prepared by The Cooperative Network* Dated May 1, 2014 [*NOTE: The information contained in this Form School Transportation Agreement is based on general contract terms and legal principles. It is not to be construed as legal advice. Interested persons should consult with legal counsel before entering into an agreement based on this form to ensure appropriate application of the terms and principles to specific situations. Basic terms are shown in black; optional terms which Districts may want to include are shown in green; and statutory reference and descriptions are shown in orange.] This School Transportation Agreement ( Agreement ) provides for the transportation of eligible students within the jurisdiction of the School District, with its offices at ( District ) and, with its offices at ( Company ). Words or phrases with initial capital letters not defined in the body of this Agreement shall have the meanings given to them in Exhibit A. Transportation Services. Company shall: Services. Provide all student transportation services ( Services ) to District as described in this Agreement, including all regular daily transportation, additional transportation required by state law or administrative rules and Extra-Curricular Trips. Costs. Assume and pay all capital and operational costs and expenses incurred in providing the Services, excepting fuel and any other specific items to be provided by District pursuant to this Agreement. Administration. Be responsible for the general administration of the Services in consultation with and, as appropriate, at the direction of the District liaison officer, including but not limited to the following: (1) the collection and processing of all regular student transportation requests and telephone numbers; (2) developing routing and scheduling and proposing route changes (all subject to District approval) to provide the most cost effective Services within service levels described in Paragraph 2(g); 2(g).] [Districts may negotiate specific service levels like those included in Paragraph (3) the preparation of all transportation reports called for by the District transportation liaison and by the Wisconsin Department of Public Instruction; (4) maintenance of current maps indicating the location of every regular and special needs student eligible for school transportation; WHD/

2 (5) provide one person who shall serve as Company transportation director and another person who shall serve as dispatcher. A minimum of one of these persons shall be on duty at all times when schools are in session. At least one Company representative or employee shall be available to represent Company at meetings with the District Board of Education during daytime or evening meetings; (a) Compliance with Laws and Regulations. Provide Services in compliance with all Regulations, including but not limited to: Wisconsin Statutes , , , and ; Wisconsin Administrative Code Chapter Trans 300 and Trans 327 and Part 382 of Chapter 49 of the Code of Federal Regulations. Whenever specific or general reference is made to a Regulation in this Agreement, such reference shall be construed to refer to that Regulation as amended or renumbered from time to time. [- Wisconsin Statutes provides requirements relating to school transportation aid, including those relating to vehicles, operators, drivers, insurance, mandatory transportation, additional transportation, alternative methods for providing transportation and routes. - Wisconsin Statutes includes school bus aides in requirements relating to reporting client abuse. - Wisconsin Statutes provides license requirements for school bus operators. - Wisconsin Statutes provides requirements for school bus warning lights. - Wisconsin Statutes provides requirements for school bus painting and equipment. - Wisconsin Administrative Code Chapter Trans 300 provides specific safety-related standards regarding the design, construction, inspection, and operation of school buses. - Wisconsin Administrative Code Chapter Trans 327 relates to motor carrier safety and includes record keeping and other requirements relating to commercial drivers. - Part 382 of Chapter 49 of the Code of Federal Regulations includes provisions for motor vehicle operator controlled substances and alcohol use and testing. The Agreement imposes on Company the obligation to comply with all applicable Regulations, which are defined in Exhibit A.] Service Levels and Routes. Demographic Information. District shall: (1) provide to Company by August 1 school boundaries and the names, ages, addresses and telephone numbers of each student eligible for transportation and the school to which each student is assigned. (2) provide Company with the school starting and ending times. WHD/

3 (3) provide Company with its rules and regulations concerning discipline on buses and other school bus transportation policies promulgated by the District, which Company employees must fulfill and obey, in addition to other rules and regulations established and enforced by Company. (4) provide Company with the name(s) of the District transportation liaison(s), including the names of those District personnel authorized to close schools. School closing information may be disseminated only by or with approval of those named personnel. Routes and Changes. District shall review all proposed routes and route changes as submitted by Company and will promptly notify Company of approval and/or non-approval. Routing Software. Company shall provide, operate and support, and District shall own the license to, EDULOG Transportation Software, a computerized routing program, or similar software that is acceptable to both Company and District. Company also agrees to operate, maintain, and support the District owned EDULOG Boundary Planning Software [Specify alternative school bus routing program if used by District.] (b) Communication of Routes. Company, unless otherwise arranged in writing with District, will notify each parent as to the route number, time and place of pickup as applies to each child. Extra-Curricular Trips. (1) District shall assign Extra-Curricular Trips and approve the appropriate rate schedule applicable thereto. District retains the right to assign Extra- Curricular Trips to any contractor providing services to the District, to handle such transportation with District-owned vehicles or to contract for such service with any third party. If requests for Extra-Curricular Trips exceed the maximum number of available vehicles, the Company will provide service through the use of subcontractors. The Company will provide pricing quotes to District for this service before the service is initiated. (2) All Extra-Curricular Trip requests must be made and verified five (5) business days in advance except where unforeseen cancellations occur. (3) Only those district personnel who have been granted authority by the District transportation liaison may authorize Extra-Curricular Trips. Such person s names shall be supplied to the Company in writing. Special Education Transportation. District shall establish guidelines for transportation of students receiving special education. These guidelines will be mutually developed and agreed to by Company. Seat belts and/or E-Z on vests shall be provided for each special needs student transported as required by District. Transportation of all special needs students shall be based on their Individual Educational Plan. Walking distance requirements may be waived for these students. Service Levels. Company shall provide Services which meet the following specifications: WHD/

4 (4) Students may [may not] be mixed on the same route or bus, be they pre- K-12, Special Needs, or otherwise. (5) Maximum walking distance from home to school: Grade Level Maximum Walking Distance Exceptions Kindergarten 2 miles Special needs students to Grades miles be picked up where and Middle miles when directed by District High miles (6) Maximum walking distance from home to bus route: Grade Level Maximum Walking Distance Exceptions Kindergarten ¼ mile Special needs students to Grades 1-6 ½ mile be picked up where and Middle 7-8 ½ mile when directed by District High 9-12 ¾ mile (7) Buses are to arrive at school no earlier than 15 minutes and not later than 5 minutes before classes begin. Time limits may be altered at District discretion within reason and upon reasonable advance notice. (8) No student is to be picked up before 6:30 a.m. (9) Maximum riding time shall not exceed 60 minutes. Time limits may be altered at District discretion within reason and upon reasonable advance notice. (10) Students are to be picked up within 15 minutes after classes end. Time limits may be altered at District discretion within reason and upon reasonable advance notice. (11) No bus will require loading of more than two students per seat. (12) Students will be adequately supervised and District policies enforced during all transportation provided by Company. WHD/

5 (13) Monthly performance reports from Company on efficiency of operations, route changes, times when student discipline required and failure to meet these service specifications. Procedures. Implement school bus transportation procedures promulgated by the District, including reasonable rules and regulation concerning discipline on busses and other Equipment. Number of Days. Number of days students are to be transported during the year is approximately 175. No Deviation from Routes. Drivers may not deviate from routes established pursuant to this Agreement while transporting students, except with the express permission of authorized District representatives. Special Needs Aides. Provide school bus aides on all special needs transportation vehicles requested by the District in writing or by . The Company shall be responsible for completion of all physical examinations of its bus aides at no expense to District. Accident Reports. Consistent with the requirements of Wis. Stats (6), report all accidents involving Services under this Agreement to the District transportation office within three days of occurrence. The Company shall furnish the District with a written report on each and every type of accident or injury whether it is property damage or bodily injury. [Wis. Stats (6) requires that every accident involving a motor vehicle providing school transportation be reported to the school board within ten days.] Base Station. Provide a base station at the Company s radio dispatcher location and a two-way radio in each vehicle in good working order. Safety Training. The Company shall make every effort to make sure all District students receiving Services are provided bus safety training once per year with a mutually agreed upon format (i.e. classroom for elementary, video for middle school, safety letter for high school). Reduced Service. A reduced service plan will be utilized for routes on those days when all schools are not in operation or dismiss early. The District will approve the plan and the number of vehicles to be placed into service on those days. Extra-Curricular Trip rates shall be paid for those vehicles utilized under the reduced service plan. Variation. Company acknowledges that the total number of estimated students attending schools may vary and that Company shall provide Services to meet actual needs as may be required at the rates set forth in this Agreement. Insurance. Company shall purchase and maintain for the benefit and protection of District and its citizens, school bus and other vehicle liability and general liability insurance naming the District as an additional insured for claims arising under this Agreement, including bodily injury, property damage, and medical costs. Such insurance shall meet the minimum requirements under Wis. Stats , whether or not listed below, and, if in addition, shall meet the following requirements: [Wisconsin Statutes requires specific insurance coverages and limits for vehicles used for school transportation. Each District should confirm with its insurance broker that its coverages and limits meet the statutory requirements and are sufficient for the District s needs.] WHD/

6 Type and Minimum Coverage. Coverages greater than or equal to the following: General Liability General Aggregate $ 5,000,000 Products Comp 10P Agg $ 5,000,000 Each Occurrence $ 5,000,000 Fire Damage $ 1,000,000 Medical Expense per person $ 50,000 Vehicle Liability Combined Single Limit $10,000,000 Medical Expense per person $ 10,000 Uninsured Coverage Combined Single Limit $ 5,000,000 Underinsured Coverage Combined Single Limit $ 5,000,000 Workers Compensation Part A Statutory coverage for Wisconsin Part B Employers Liability limits of no less than $100,000 for Bodily Injury by Accident, each accident; $500,000 by Disease, policy limit; and $100,000 by Disease, each employee. Part C Other State s Insurance all states except ND, OH, WA, WV and WY Notice Endorsement. Liability policies carried by the Company shall always be endorsed to notify District at least 60 days prior to Company s liability policies being cancelled or nonrenewed. Primary. The liability insurance policies to which the District has been added as an additional insured for claims specifically arising under the Agreement shall be primary and be the first policies to respond on the District s behalf without regard to any other insurance. Insurance carried by the District shall be excess of any coverage afforded to it as the result of its additional insured status on Company s liability policies. Company Ratings. Such insurance shall be issued by an insurance company currently rated, and in the immediately preceding 12 months, at least A-, financial security size by A.M. Best. If Company s insurance carrier s A.M. Best rating falls below these minimum requirements, Company shall immediately notify District, and District, in its sole discretion, shall determine whether Company must replace its liability policies carrier with one that meets the minimum rating standards herein established. Limits May be Combined. The above liability limit requirements may be met by a combination of Company s primary and excess/umbrella liability policies, so long as the terms and conditions of such excess or umbrella policy(ies) are at least as broad as the primary general and automobile liability policies. Copies of Policies and Certificates of Insurance. Within 30 days of July 1 of each year during the term of this Agreement, Company shall provide the District s Assistant Superintendent WHD/

7 of Business and, as required by Wis. Stats (4), the Wisconsin Department of Transportation, with: (14) Complete copies of Company s in-force general, vehicle and excess/umbrella (if applicable) liability insurance policies (hereinafter referred to as liability policies ); (15) A certificate of insurance evidencing Company s policies described in this Paragraph 2. [Wis. Stats (4) requires these filings of certificates of insurance.] Notice of Changes. Other than policy amendments acknowledging changes in Company s vehicle fleet, Company shall notify the District of any changes to Company s liability policies. Equipment. Company shall: (16) Such notice shall: (i) Be in writing and document by a copy(ies) of a change endorsement(s) added to, or deleted from, the Company s in-force liability policies; and (ii) Be provided no more than 30 days after the change(s) become effective. (17) Should such change(s) be, in the District s sole discretion, adverse to the District, or serve to make the insurance coverage terms, conditions, characteristics, and standards fall below those required by this Agreement or law, Company shall have the changes immediately deleted from the liability policies as of the date the change was first made. Company shall provide District a copy of the liability endorsement(s) proving the Company s liability policies have reverted to the pre-change state. Obtain and Maintain. Obtain and maintain, at its expense, all busses, vehicles and other equipment (collectively Equipment ) needed for the performance of the Services for the duration of this Agreement, in good operating condition and repair in compliance with this Agreement. The Equipment will include at least -passenger busses; -passenger busses and vans equipped for transportation of students with wheelchairs or other special needs. [The basic language includes a general obligation on Company to provide adequate equipment. The added language reinforces that obligation with specific equipment requirements.] Regulations. Provide only Equipment which complies with all applicable Regulations Reports. File all reports regarding status or use of Equipment required to be filed under all applicable Regulations or this Agreement.. WHD/

8 Inspection. Use for Services only buses which have been approved within the prior twelve months following an inspection conducted pursuant to Wisconsin Admin. Code Trans prior to being placed in operation. Wisconsin Admin. Code Trans provides for at least annual inspection of all school buses to ensure that they meet the requirements of Chapter Trans 300. Markings. Display the route numbers being run near the loading door and on the front and rear of the vehicles. In addition, Company shall paint and mark all buses utilized in the performance of the Services in compliance with, and as required by, Regulations. Age of Equipment. Regularly use no vehicle as Equipment which is more than ten (10) years old at beginning of a school year and ensure that the mean age of all vehicles regularly used as Equipment shall be no more than five (5) years. Vehicles used no more once per month during a school year as Equipment in replacement for regularly used Equipment may have a maximum vehicle age up to twelve (12) years. Safety Requirements. Provide factory new busses used as Equipment which include strobe light, heated mirrors, safety reflective tape, child checkmate, and crossing gates. Spare Equipment. Hold available for use as Equipment, at no additional cost to the District, a minimum number of spare busses equal to 10% or more of total bus fleet. Spare buses may be stored by Company at locations selected by Company within the District, and shall be considered Equipment for purposes of determining vehicle age requirements. Special Equipment. In the event the District so requests, independent of Regulations, install special equipment in Vehicles to be utilized hereunder in addition to equipment normally provided by Company. Other than equipment known to be required on the date of this Agreement, District shall reimburse Company for this expense if requested by Company. Special equipment installed shall be reflected as a straight-line depreciable capital investment for purposes of arriving at the reimbursable expense. Notwithstanding the forgoing, Company shall have the independent duty of maintaining compliance with all safety, equipment, and other applicable Regulations throughout the term of this Agreement at its own expense. (c) Identified Special Equipment. At Company s expense, install: (i) lifts on Vehicles as necessary to provide service to students using wheelchairs or with other ambulatory needs; and (ii) global positioning system readers on all Vehicles. Terminal; Maintenance Records. Provide, either directly or through a subcontract approved as provided in Section 7.(a), a terminal for Equipment used under this Agreement with service facilities sufficient to provide a normal preventative maintenance program with a complete summer reconditioning program, including service and emergency vehicles such as a wrecker or tow truck. Maintain and provide to District upon request a complete set of maintenance records on each Vehicle used to provide Services. Other Use Allowed. To the extent such use does not affect provision of Services, Company may use Equipment and personnel for other purposes. Drivers. Company shall: WHD/

9 Company Responsible. Provide and have sole responsibility for employment and supervision of its bus and other vehicle operators ( Drivers ) and assistants and other employees providing the Services and for the performance of their duties under this Agreement. Consultation on Performance. Consult with the District Transportation Liaison and/or the Superintendent of Schools regarding concern(s) regarding performance of Company employees, and take appropriate action in response to such concern(s). Company agrees to replace any operator or assistant whose performance is deemed unsatisfactory or who poses a threat to the safety of others. Compliance with Law; Physical Exams. Comply in all respects with the requirements of Wis. Stats (3) as to Drivers; provided, however, that physical examinations shall be taken at two-year intervals. Company shall be responsible for completion of all physical examinations of its bus drivers at no expense to the District. [Wis. Stats (3) requires bus drivers to have physical examinations.] Compliance with Law; Drug and Alcohol Testing. Comply in all respects with the requirements of federal and state law regarding testing for illegal drugs and alcohol use, including but not limited to the requirements of the Omnibus Transportation Employees Testing Act and Title 49 of the Code of Federal Regulations, Part 382. Implement and comply with requirements of the National Incident Management System (NIMS). [49 CFR 382 establishes programs designed to help prevent accidents and injuries resulting from the misuse of alcohol or use of controlled substances by drivers of commercial motor vehicles, which include certain testing regimes and protocols.] Compliance with Law; Felonies. Enforce, in addition to other relevant restrictions, Wis. Stats (2)(e) which, subject to specified limitations, prohibits any person who has been convicted of a felony or offense which constitutes or would constitute a felony or offense against public morals under the laws of Wisconsin of another U.S. state or jurisdiction from operating a school bus within five (5) years from the date of the offense. [Wis. Stats requires a school bus operator to obtain an endorsement to his or her operator s license and imposes certain requirements on that endorsement.] Background Checks. Conduct criminal background and driver record checks and records of client neglect or abuse reports under Wis. Stats (4g)(a) at the time of hiring, and every anniversary hire date thereafter, of Company s employees and agents, subcontractors, subcontractors employees and any other individuals who provide Services. [Wis. Stats (4g)(a) establishes a registry of individuals for whom the Department of Health Services has received a notification of client neglect or abuse.] Training. Require all new Drivers to complete the District s classroom and behind-thewheel training requirements. The classroom instruction will include state and federal laws, Company requirements, local board policy, operator responsibility and attitude, control of passengers, emergency situations, operational procedures, pre-trip inspection, preventative maintenance and defensive driving. Company will hold monthly one-hour training sessions for Drivers. Drivers will also receive First Aid/CPR training. Company will provide District at least annually with a certification that all Drivers have received training required by this Agreement. WHD/

10 (d) Learn Routes. Ensure that Drivers, at least one week prior to the opening of school, familiarize themselves with their routes. Summary Data. By October 1 each year, the Company will provide a summary of Driver abstract data (in Excel format) to include any personal and Company driving infraction incidents. In addition, Company shall allow the District Director of Human Resources, or designee, to review the criminal background checks at a Company office at a mutually agreeable time. Response to Public Requests. For any public request for Driver information permitted under federal or state laws and regulations, Company shall respond with such allowable information in a reasonable amount of time. Company is responsible for the redaction of any and all information not allowed under federal and state privacy laws. Company Employment Policy. Enforce Company s hiring policy and continued employment minimum standards (Appendix ). Payments. Regular. District shall pay Company for Services within thirty (30) days of receipt of a reasonably detailed invoice based on the following rates for the Contract Years shown: Contract year Daily rate Rate Per Mile Hourly Rate Minimum Charge Primary & Secondary route Large Bus Primary Route Only Large Bus Primary & Secondary Route Small Bus Midday Route Extra-Curricular & Field trips Special Education Aide Summer School Contract year Daily rate Rate Per Mile Hourly Rate Minimum Charge Primary & Secondary route Large Bus Primary Route Only Large Bus WHD/

11 Primary & Secondary Route Small Bus Midday Route Extra-Curricular & Field trips Special Education Aide Summer School Special Education Aide Summer School Contract year Daily rate Rate Per Mile Hourly Rate Minimum Charge Primary & Secondary route Large Bus Primary Route Only Large Bus Primary & Secondary Route Small Bus Midday Route Extra-Curricular & Field trips Special Education Aide Summer School Extra-Curricular Trips, subject to minimum charges set forth above, will be invoiced for mileage from school to destination and return to school, deadhead miles not being charged to the District. This contract provision also applies to subcontracted trips. [Note: The payments shown above include various rates, which vary depending on the type/size of equipment used. Mid-day trips are paid on a per trip or per hour basis, with a minimum per trip payment. Extra-curricular/field trips are compensated on a per mile plus a per hour basis with a minimum per trip payment. These rates include an annual graduated increase of 1% for the second and third years. Districts and Companies can negotiate different types and combinations of rates. Straight mileage contracts may include a guarantee of a number of miles per day.] WHD/

12 (e) Early Payment Discount. Amount due shall be reduced by 2% for payment within 10 days of the invoice if processed via ACH payment method (Automated Clearing House). (f) Rate Renegotiation. In the event of a substantial change in Regulations that has a material impact on Company s costs of providing Services, Company and District will work in good faith to renegotiate the rates listed above to mitigate the impact of those changes on Company. Safety Incentive. Company will be compensated in a succeeding year with a monetary incentive for safety. This year is defined as July 1 - June 30. The criteria and graduated dollar incentive is as follows: $2,000 Less than six (6) preventable accidents with no serious bodily injury or death including loading zones $3,000 Less than four (4) preventable accidents with no serious bodily injury or death including loading zones $4,000 Less than two (2) preventable accidents with no serious bodily injury or death including loading zones For purposes of calculating preventable accidents, loading and unloading zones around school buses are included. No incentive will be paid in any year in which there is a serious bodily injury or death due to a preventable accident. (g) Insurance Reimbursement. Reimburse Company for the cost of insurance obtained pursuant to Paragraph 3. [Some districts pay the entire liability premium for the Company while most Districts require Company to pay for insurance coverage; some districts include a premium escalator with cap.] Additional or Reduced Services. Company shall provide additional or reduced Services, at the rates of payment specified in this Agreement, in the event changes in transportation requirements occur during the term of this contract, including but not limited to: (1) An increase in the number of classes in private schools. (2) Consolidation or division of classes by years of private schools. (3) Boundary changes for school attendance. (4) Transportation for students living in a hazardous area. (5) Opening or closing of schools due to changes in enrollment, weather conditions, or other unforeseen factors. Fuel Purchase. District will be responsible for the cost of all fuel, less any applicable taxes, used to provide Services under this Agreement. (h) Bids. Where possible, Company will annually bid out fuel purchases and contract with the lowest cost fuel provider, unless District participates in a transportation WHD/

13 fuel purchasing cooperative sponsored by the Wisconsin Cooperative Educational Service Agencies (CESAs), in which case Company shall purchase its transportation fuel needs pursuant to this Agreement through the cooperative. (i) Quotes and Invoices. Company will use FuelQuest [or other service] to secure quotes for fuel. Company will determine what blend/additives are necessary. Company shall arrange for invoices for fuel to be sent directly to the District. District will pay such invoices. (j) Discounts and Tax Rebates. Company will seek, and return to District, all fuel discounts and tax rebates for which Company is eligible as a provider of school transportation services for District. (k) Fuel Use for Services. District will reimburse Company for fuel costs within 30 days of receipt from District of a detailed accounting for fuel used in providing Services. (l) Responsibility. Company shall retain all responsibility for maintenance, control, and regulations for the storage, dispensing, and monitoring of the fuel and fuel tank. Subcontracting. Conditions and Approval. Company may subcontract with other contractors for Services to be provided hereunder; provided, however, that each subcontractor shall be (1) subject in all respects to the affirmative obligations of Company in this Agreement; and (2) shall be approved by District. Company Remains Responsible. Any subcontract entered into under this paragraph shall not be deemed to constitute an assignment and shall not remove Company, as prime contractor, from all of the responsibilities contained within this Agreement. Company hereby agrees that Company is fully responsible for the performance of any subcontractor and for the compliance of subcontractor with the provisions of this agreement, and Company shall supervise all subcontractor work accordingly. Term. Term. This contract shall be in force and effect for the Term from [month and date], 20 to [month and date], 20. Extension. Company shall have the option to request a one-year extension to this Agreement at prices and terms to be negotiated beginning no later than one year prior to the end of the Term and ending no later than six (6) months prior to the end of the Term. The District shall be under no obligation to grant such request(s). [Most contracts are for 3 to 5 year periods, about which half are re-negotiated at that time. The remainder include an automatic renewal provision or are rotating contracts. Some contracts renew annually, some renew automatically with a maximum number and length of extensions, most require rate re-negotiation at the time of extension, some contracts require rate re-negotiation annually over the contract period, some rates are fixed with graduated increases, and some contracts incorporate a two-year cancellation notice.] WHD/

14 Termination for Breach. This Agreement may be terminated by District upon ninety (90) days written notice to Company in the event Company fails to remedy within thirty (30) days any failure to carry out its obligations pursuant to this Agreement. Indemnification. Company agrees to hold harmless, defend and indemnify District, its officers, agents, employees, and Board of Education members for any and all claims, liability, demands, causes of action, damages, costs and attorney s fees arising from or relating to the provision of Services, including, but not limited to claims of negligence and/or wrongdoing by the Company, its employees, agents, officers, board of directors, its subcontractors and subcontractor employees, agents, officers and board of directors and/or liability arising from equipment failures or deficiencies except to the extent any such claim or demand arises from or is caused solely by the negligence or willful misconduct of the District, its officers, agents, employees, or Board of Education members. Miscellaneous. Force Majeure. District and Company shall not be responsible for any delay in performance or nonperformance caused by and resulting from revolutions or other civil disorders, wars, acts of foreign enemies, strikes, slowdown work stoppages, fires, floods, acts of God, pandemics or other like causes, all beyond the control of either party and that would substantially impact the ability of either of the parties to carry out the duties and obligations of this Agreement. Entire Agreement. This Agreement is the entire agreement between the parties, and supersedes any prior bids, proposals, specifications, or other agreements of any kind, written or oral. Assignment. This Agreement shall be binding upon the parties hereto and their respective successors and assigns, provided that this Agreement shall not be assignable by either party hereto without the prior written consent of the other party to this Agreement. Independent Contractor. The parties hereby understand and agree that Company, its agents, officers and employees, along with any subcontractors hired by Company, are and at all times remain independent contractors in accordance with, and in carrying out duties under, the terms of this Agreement. Records. Upon termination of this Agreement, copies of paper and electronic records relating to student transportation shall be furnished to the Board of Education. No Waiver. The failure of either party at any time or times to require performance of any provisions contained within this Agreement shall in no manner affect the right at a later time to enforce the same. No waiver by any party of any conditions, or any breach of any term, covenant, or agreement under this Agreement, whether by conduct or otherwise, in any one of more instances, shall be deemed to be or construed as a further or continuing waiver of any such condition or of any breach of any term, covenant, representation, or warranty under this Agreement. Governing Law; Venue. Interpretation of this Agreement as to the intentions of the parties shall be by the statutory and common law of Wisconsin. Proceedings, applications or actions at law or in equity regarding any matter arising out of this Agreement shall be in the Circuit Court for County, Wisconsin, or in the Supreme Court of Wisconsin, notwithstanding any concurrent jurisdiction of the county courts of said county, or any other courts of this state. WHD/

15 [Add County in which District has its offices.] Notices. Requests for amendments, waivers, variances, and other notices shall be made in writing and addressed to the following: [Add name and address of District official]. Amendments in Writing. To be effective, amendments to this Agreement must be written and formally adopted by the District Board of Education prior to implementation. Company specifically acknowledges that no School Board committee, member, officer, or administrator has authority absent such District Board of Education action to amend or vary the terms contained herein. Subject to Law and Regulation. In accordance with Wis. Stats (2), the parties understand and agree that, in entering into this Agreement, the parties are subject at all times to rules adopted by the Secretary of Transportation under Wis. Stats (2) and to rules adopted by the Wisconsin Department of Public Instruction, including but not limited to rules governing the design, construction, inspection and operation of school buses. The parties further agree that Company is to bear the responsibility for compliance therewith as such responsibility is assigned under the terms of this Agreement. Reserved Rights. (1) District retains and reserves the right to transport students in districtowned or controlled vehicles to and from school related activities and functions, including, but not limited to transportation to work study programs, employment sites, curricular activities, and athletic events. (2) District shall have full discretion to decide whether students shall be transported in such vehicles or in Company vehicles. (3) The District retains and reserves the right to issue Parent and Student Contracts. (4) The District retains and reserves the right to enter into contracts with others to provide transportation services. 20. In witness whereof, this Agreement is executed at, Wisconsin this day of, Company School District By: Title: By: By: Title: By: WHD/

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17 EXHIBIT A Definitions Board of Education means the board of education elected for the District. District Transportation Liaison means: [office or individual]. Driver has the meaning assigned in Paragraph 5(a). Equipment has the meaning assigned in Paragraph 4(a). Extra-Curricular Trips means trips taken by groups for activities not directly related to classroom instruction. Field Trips mean trips that are directly related to classroom instruction occurring during the school day. Mid-Day Route means the transportation of pre-kindergarten or EEN students at the close of the morning session and/or at the beginning of the afternoon session. Primary Route means a route that requires the addition or deletion of a bus from the daily routing plan. Regulations means all applicable Federal, Wisconsin and local statutes, regulations, including licensing requirements, and administrative orders, including but not limited to the statutes and regulations described in Paragraph 1(d), rules adopted by the Secretary of Transportation under Wis. Stats (2), rules adopted by the Wisconsin Department of Public Instruction, and other rules governing the design, construction, inspection and operation of school buses. School Year means the days in the District s academic school calendar. The number of days for which Services much be provided may vary as necessitated by early starting dates, different vacation days, late closing, snow days, or natural disaster. Secondary Route means a route or shuttle that is added or deleted from the daily routing plan that does not require the addition or deletion of a bus. Serious Bodily Injury means an injury requiring overnight hospitalization and/or surgery. Services has the meaning assigned in Paragraph 1(a). Subcontractor means a person who or a business that contracts to provide service or material necessary for the performance of another s contract. Superintendent of Schools means the acting superintendent of schools of District. Term has the meaning assigned in Paragraph. WHD/