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PURCHASING DEPARTMENT 2141 ROBINDALE AVENUE • STOCKTON, CA 95205

(209) 933-7095 • FAX (209) 933-7096

REQUEST FOR PROPOSAL #904

STOCKTON UNIFIED SCHOOL DISTRICT

SCHOOL BUS TRANSPORTATION

Name of Contractor:

Proposal opening: 11:00 A.M. on January 5, 2017

Proposals must be submitted as noted in the Notice to Bidders,

and will be opened on the time and date above at:

District Purchasing Department

Proposal #904

2141 Robindale Avenue

Stockton, CA 95205-2548

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NOTICE TO BIDDERS

Notice is hereby given that the Governing Board of the Stockton Unified School District of San

Joaquin County, California (the “District”) will receive bids for transportation services for the

District’s special education students for the 2017-2018 and 2018-2019 school years.

Prospective Bidders may obtain copies of the bid documents from the District’s Purchasing

Department, which is located at 2141 Robindale Avenue, Stockton, California.

Bids must be submitted on the forms prepared for this purpose and in a sealed envelope. Bids

must conform and be responsive to all specifications in the Contract Documents.

Bids will be received until 11:00 a.m. on January 5, 2017, at the above-referenced address, at or

after which time the bids will be opened. Any bid that is submitted after this time shall be non-

responsive and returned to the Bidder.

A bid bond, in the amount of ten percent (10%) of the total bid price, must accompany the sealed

bid to ensure that the successful Bidder enters into the Contract with the District for the

performance of the services stipulated in the bid. If the District awards the Contract, the security

of unsuccessful bidder(s) will be returned within ninety (90) days from the date the award is

made.

No Bidder may withdraw its bid for ninety (90) days after the date of the bids are opened unless

otherwise required by law.

The District has no obligation to accept the bid with the lowest cost offered. Award of the

Contract shall be made, if the District awards it at all, to the lowest responsive responsible

bidder, unless the District, in its sole discretion, determines that the public interest will be best

served by accepting a bid other than the bid with the lowest costs.

The Board reserves the right to reject any and all bids and/or waive any irregularities in any bid

received.

By order of the Board of Education.

Dated: November 4, 2016 _____________________________

Stockton Unified School District

San Joaquin County, California

Advertise Dates November 10, 2016 and November 17, 2016

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GENERAL GUIDELINES

ARTICLE 1. INVITATION AND GENERAL INFORMATION

1.1. Invitation. The District is requesting proposals for the transportation of the District’s

special education students. Responsible Contractors who meet the District’s criteria, as

described herein, are requested to submit a sealed Proposal for this work.

These General Guidelines and the attached General Specifications (together “Contract

Documents”) describe the requirements, terms and conditions for furnishing this service. Any

aspects of the service not addressed by the Contract Documents are left for the Contractor to

address. It is important for the Contractor to state any assumption on which its proposal rests.

1.2. Determination of Award. The Contract will be awarded to the best Proposal as

determined by the District. It is appropriate to note that the lowest cost Proposal may not

necessarily reflect, in the District’s judgment, the best Proposal for meeting its needs for this

important service.

The District recognizes the complicated nature of delivering safe, reliable, efficient

school transportation. In order to adequately measure the capabilities of the Contractor, the

District will evaluate and score each proposal in the following manner:

A. Overall quality of the Proposal submitted in response to the RFP;

B. Contractor’s capability to supply the transportation services described in the RFP, as determined by Contractor’s score based on the following categories. The maximum

point allowance for each category is indicated below, and the total possible points are

500.

Category Points

Contractor’s equipment offered; 40

Contractor’s direct experience in school transportation in the region and locally; 25

Contractor’s Staff experience; 10

Contractor’s references in the State of California; 10

Contractor’s equipment maintenance and reserve program; 20

Contractor’s hiring and retention programs; 20

Contractor’s driver safety and training programs; 25

Contractor’s student safety programs; 15

Contractor’s routing plan and process; 45

Contractor’s financial standing; 20

Contractor’s ability to handle additional work; 10

Contractor’s insurance coverage and bonding; and 10

Contractor’s price. 250

TOTAL 500

C. Contractor’s price for the services.

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The District reserves the right to consider all relevant and reasonable criteria in selecting

the successful Contractor which may or may not be expressed in the Specification.

1.3. Contact for Questions. The District’s Purchasing Manager, Ivan Costa, will receive

questions regarding the RFP and the Contract Documents until December 2, 2016. The email

address is: icosta@stocktonusd.net.

Contractors are not to contact District staff (except Ivan Costa) or members of the

Stockton Unified School District Governing Board about this RFP or the selection process. Any

Contractor who violates this request will be disqualified from further consideration.

Questions and responses shall be provided to all interested parties.

1.4. Definitions.

1.4.1. “Addenda” means the written or graphic instruments issued by the District prior

to the execution of the Contract which modify or interpret the Contract Documents by

addition, deletions, clarifications or corrections.

1.4.2. “Basic Transportation” means the safe and convenient transportation of any and

all students who are designated by the District to be transported between school and a

point reasonably close to the students’ homes. Such transportation shall be provided for

each and every day that school is convened, and in accordance with bus route maps,

schedules, and routes submitted by Contractor to the District and approved by the

District.

1.4.3. “Contract” means the Student Transportation Services Agreement, as executed

by the Contractor and District and set forth in Exhibit B, attached hereto and

incorporated herein.

1.4.4. “Contract Documents” means the General Guidelines, General Specifications,

Addenda (if any), and the Student Transportation Services Agreement.

1.4.5. “Contractor” means one who submits a Proposal for the Contract with the District

for the services described in the Specifications.

1.4.6. “District Transportation Terminal” means the transportation facility located at

2693 Sanguinetti Lane, Stockton, CA 95205.

1.4.7. “DMV” means the California Department of Motor Vehicles.

1.4.8. “Proposal” means a complete and properly signed document, prepared by the

Contractor, which proposes to provide the District-requested services for the amount(s)

stipulated therein, and the supporting data called for by the Specifications.

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1.4.9. “Proposed Contract Sum” means the stated sum in the Proposal for which the

Proposer offers to perform the services described in the Specifications and other

documents composing the Proposal.

1.4.10 “RFP” means this Request for Proposal # 904 for School Bus Transportation.

1.4.11. “Specifications” means the Notice to Bidders, the General Guidelines, the General

Specifications, and any Addenda issued by the District.

1.4.12. “State” means the State of California.

1.4.13. “Supplemental Transportation” means the safe and convenient transportation of

any and all students or other authorized persons as may be requested by the District for

field trips, excursions, athletic activities or any other purposes as designated by the

District.

1.5. Conflicts of Interest. Contractor shall certify that no official or employee of the District,

nor any business entity in which an official of the District has an interest, has been employed or

retained to solicit or assist in the procuring of the resulting Contract, nor that any such person

will be employed in the performance of any contract without immediate divulgence of this fact to

the District.

1.6. District’s Reservation of Rights/No Obligations. The District reserves the right to cancel

or revise this RFP in part or in its entirety. If the District cancels or revises this RFP, all

Contractors that have responded will be notified by Addenda. The District also reserves the right

to extend the date that the Proposals are due. This solicitation shall not be construed in any

manner to be an obligation by the District to enter into a Contract with any Proposer.

ARTICLE 2. SUBMITTAL INSTRUCTIONS

2.1. Description of Services. The transportation services to be provided by Contractor

consists of supplying buses and drivers, and school bus assistants as necessary, (a) to perform

approximately 35 to 50 daily home-to-school routes/daily special education route, and (b) for

field and athletic trips on a time and mileage basis.

The District reserves the right to increase or decrease the number of routes over the life of

the Contract, based on the added buses traveling the same approximate mileage per bus as

indicated in the Specifications. The cost of the added routes, if needed, will be at the cost

approved in the Contract.

2.2. Proposals. The District will award the Contract after a reasonable evaluation period to

the best Contractor. Proposals shall remain firm for a period of ninety (90) days. In determining

the qualifications and responsibilities of the Contractor, the District shall take into consideration

those criteria listed in Article 1.2.

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2.2.1 Three (3) copies of the Contractor’s sealed Proposal, which must include the

information and documentation specified below, must be submitted to and received by

the District, in the manner and on the date specified in the Notice to Bidders.

2.2.2. All prices and quotations must be in ink or typewritten. No pencil figures will be

permitted. Mistakes are to be crossed out and corrections inserted adjacent thereto and

initialed by the person signing the Proposal. Also, corrections made with correction tape

or fluid are to be initialed.

2.2.3. Contractor is solely responsible for ensuring that current and complete sets of

Contract Documents are used in the preparation of its Proposals. The District assumes no

responsibility for misunderstandings resulting from the use of an out-of-date or

incomplete set of Contract Documents.

2.2.4. The submitted Proposals must address all items as required by the Contract

Documents. All support data must also be furnished. Contractor’s failure to address all

items required by the Contract Documents may result in the rejection of the Proposal, at

the District’s discretion.

2.2.5. Other than the Equipment Specifications contained in Article 11.3, the Contractor

may make additional stipulations or qualify its Proposal in any manner; however, the

District will consider such alternatives in its sole discretion.

2.2.6. The Proposal shall include the legal name of the Contractor and a statement

whether the Contractor is a sole proprietor, a partnership, a corporation or other legal

entity, and each copy of the Proposal shall be signed by the person or persons legally

authorized to bind the Proposer to a contract. A Proposal submitted by an agent shall

have a current Power-of-Attorney, certificate of authorization, or board resolution

attached certifying agent’s authority to bind the Contractor in contract.

2.2.7. The Proposals, the bid bond, and any support data required to be submitted with

the Proposal shall be enclosed in the same envelope.

2.2.8. The compensation section of the Proposal shall be in annual figures and included

in the sealed envelope. A detailed schedule that replicates Exhibit A - Cost Proposal

which is attached hereto, and provides adequate explanation for computing the annual

cost must also be included.

2.2.9. Oral, telephone or telegraphic Proposals are INVALID and will not receive

consideration.

2.2.10. Contractors shall provide a fully executed Proposal Certification (Exhibit C,

attached hereto and incorporated herein), and the Non-Collusion Affidavit (Exhibit D

attached hereto and incorporated herein) with the Proposal. Failure to sign and execute

said document and include it with the Proposal shall result in rejection of the Proposal.

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2.2.11. Each Contractor shall submit as part of their Proposal a statement of Contractor’s

factual qualifications. The District shall have the right to take such steps as deemed

necessary to determine the ability of the Contractor to perform the work in a prompt and

efficient manner per the Contract Documents.

2.3. Bid Bond. All Proposals must be signed by the Contractor and accompanied by a bid

bond in the amount of ten percent (10%) of the total bid price specified by the Contractor in

Exhibit A - Cost Proposal and must be made payable to the “Stockton Unified School District.”

Failure to provide the bid bond in the proper amount may result in the rejection of the bid.

The bid bond received by the District will be returned within ninety (90) days from the

date the Contract is awarded. Should the Contractor to whom the contract is awarded fail to enter

into the Contract in a timely manner after the award, and/or fail to file the required performance

bond, the District reserves the right to declare the bid bond forfeited to the District, and to pursue

all other remedies in law or equity for such breach.

2.4. Performance Bond. As a condition for awarding the Contract, the District requires the

receipt of a renewable annual performance bond in form and content acceptable to the District,

and in the amount of One Million Dollars ($1,000,000), which names the District as the obligee

or beneficiary. The performance bond must be issued by an approved surety duly licensed and

authorized to transact business in the State.

2.5. Time and Date of Deadline. All Proposals must be received by the District in the

manner, and by the time and date designated in Notice to Bidders. No Proposal received

thereafter will be considered by the District.

2.6. Incurred Costs. The District will not provide compensation to the Contractor for

expenses incurred by the Contractor for preparing the Proposal or for any demonstration that

may be made. Contractors submit Proposals solely at their own risk and expense.

2.7. Proposal Availability. The Proposals will be opened in public and subject to public

disclosures upon award of the Contract. After award of the Contract, all Proposals shall be open

to public inspection.

ARTICLE 3. INTERPRETATION, CORRECTION AND NEGOTIATIONS

3.1. Ambiguities in the Contract Documents. Contractors shall promptly notify the District of

any ambiguity, inconsistency or error which they may discover upon examination of the Contract

Documents.

3.3. Addenda. Any interpretation, correction or change to the Contract Documents will be

made by Addendum, issued by the District. Interpretations, corrections or changes in the

Specification made in any other manner will not be binding and Contractors shall not rely upon

such interpretations, corrections and changes.

3.4. Negotiations. The District may or may not conduct negotiations of technical aspects of

the Proposals and/or prices after reviewing all Proposals submitted. These negotiations will

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involve only Contractors who submitted Proposals which fall within the competitive range.

Post-proposal negotiations may be conducted jointly with representatives of the District and

Contractor’s representative.

ARTICLE 4. WITHDRAWAL OR AMENDMENT OF PROPOSAL

4.1. Withdrawal of Proposal. A Proposal may not be withdrawn by the Contractor for ninety

(90) days following the scheduled time for the submittal of Proposals. Proposals submitted prior

to the scheduled time for submitting Proposals may be withdrawn by providing notice to the

District’s Purchasing Manager. Such notice shall be in writing, signed by the Contractor, and

timely received by the District prior to the scheduled time for the submittal of Proposals.

4.2. Amendment of Proposal. A Proposal may not be modified or amended by the Contractor

after the Proposal has been submitted. If a change to a Proposal that has been submitted is

desired, the submitted Proposal must be withdrawn and the replacement Proposal submitted prior

to the time scheduled for the submittal of Proposals.

ARTICLE 5. REJECTION OF PROPOSALS AND WAIVER OF IRREGULARITIES

5.1. Rejection of Proposals; Waiver of Irregularities. The District reserves the right to reject

any and all Proposals in its sole discretion, and to waive any irregularities in any Proposal or the

Proposal process. The District further reserves the right to reject any Proposal where an

investigation and evaluation of the Contractor’s qualifications would raise doubts about the

Contractor’s ability to promptly and efficiently perform the services required by the Contract.

The District reserves the right to select any Proposal, which the District believes, is in the best

interest of the District and which may not represent the lowest costs submitted.

5.2. Grounds for the Rejection. Grounds for the rejection of Proposals include, but are not

limited to:

(a) Submitting a Proposal which fails to conform to the Specifications.

(b) Submitting a Proposal that imposes conditions which would modify the terms and

conditions of the Specifications, or limit the Contractor’s liability to the District.

(c) Submitting a Proposal determined by the District to be unreasonable as to price.

(d) Receiving Proposals from Contractors which the District has determined not to be

a responsible Contractor.

ARTICLE 6. ADDENDA

6.1. Addenda will be mailed or delivered to all Contractors who have requested and were

furnished Specifications.

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6.2. Each Contractor shall ascertain prior to submitting its Proposal that it has received all

Addenda issued.

ARTICLE 7 CONFIDENTIALITY OF PROPOSALS

7.1. Confidentiality. Any Contract that arises from this RFP is a “public record,” as defined

in California Government Code Section 6252. In addition, all information submitted in response

to this RFP is itself a public record without exception. Submission of any materials in response

to this RFP constitutes a waiver by the Contractor of any claim that the information is protected

from disclosure. By submitting materials, you are consenting to release of such materials by the

District if requested under the Public Records Act without further notice to the Contractor, and

you agree to indemnify and hold harmless the District for release of such information.

If the District receives a request for any portion of the Proposal, the District will not

assert any privileges that may exist on behalf of the Contractor submitting the Proposal, and the

District reserves the right to disclose the requested materials without notice to the Contractor. To

the extent consistent with the Public Records Act and applicable case law, the District and its

governing board, officers, agents and employees retain discretion to release or withhold any

information submitted in response to the RFP.

Contractor’s submission of a Proposal constitutes a complete waiver of any claims

whatsoever against the District and its governing board, officers, agents and employees that the

District has violated the Contractor’s right to privacy, disclosure trade secrets, or caused any

damage by allowing the Contractor’s Proposal to be inspected.

ARTICLE 8. PRICING

8.1. Contractor’s Annual Price. The Contractor shall submit with its Proposal the annual cost

figure for the transportation services described herein, together with detailed supporting

information and calculations satisfactory to the District.

8.2. Components of the Annual Price. The annual price shall include all labor, materials,

equipment, necessary buses, supplies, fuels, overhead and profit, and all other related costs.

ARTICLE 9. IMPLEMENTATION OF SERVICES

9.1. Implementation of Services. The successful Contractor shall, within fifteen (15) days

after award of the Contract, furnish the District with a time-line schedule detailing the following:

(a) Acquisition of equipment

(b) Acquisition of facilities

(c) Hiring of supervisory personnel

(d) Hiring and training of drivers

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(e) Driver route orientation

ARTICLE 10. EQUAL EMPLOYMENT AND NON-DISCRIMINATION

10.1. General Policy

10.1.1. The Contractor will not discriminate against any employee, applicant or

subcontractor on the basis of race, color, ancestry, national origin, religious creed,

physical disability, mental disability, medical condition, marital status, sexual orientation,

gender, gender identity, gender expression, age or military and veteran status. The

Contractor agrees to take all necessary actions to ensure applicants are employed, and

employees are treated during employment, without regard to their race, color, ancestry,

national origin, religious creed, physical disability, mental disability, medical condition,

marital status, sexual orientation, gender, gender identity, gender expression, or age. The

Contractor agrees to post in conspicuous places notices setting forth the provisions of this

non-discrimination clause.

10.1.2. The Contractor shall in all solicitations and/or advertisements for employees

placed by or on behalf of the Contractor, state that all qualified applicants shall receive

consideration for employment without regard to race, color, ancestry, national origin,

religious creed, physical disability, mental disability, medical condition, marital status,

sexual orientation, gender, gender identity, gender expression, or age.

10.1.3. The Contractor shall cause any subcontractor engaged to perform any services

required by the Contract to include the provisions of the above-referenced non-

discrimination clause in all solicitations, advertisements and employment practices it

shall perform.

10.1.4. The utilization of minority vendors and subcontractors are encouraged, wherever

possible, on public contracts. The Contractor should make every effort to locate minority

business persons.

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GENERAL SPECIFICATIONS

ARTICLE 11. TERMS AND CONDITIONS

11.1. Term. The term of the Contract shall be two (2) years, and will commence August 7,

2017 and continue through August 6, 2019 (the “Initial Term”). The Initial Term of the Contract

may be extended for three (3) additional one-year terms at the discretion of the District (each an

“Annual Extension,” which together with Initial Term shall constitute the “Term” of the

Contract). Following the Initial Term of the Contract, the District may elect not to renew the

Contract by providing the Contractor with written notice on or before June 1 of each year.

11.2. Personnel Provided by Contractor.

11.2.1. Management Personnel. Contractor shall provide management personnel who

shall be responsible for the efficient operation of the transportation services furnished

hereunder and who shall be Contractor’s liaison to the District. Contractor shall inform

the District of the name(s) and address(es) of such management personnel.

The District has designated the Director of Transportation to communicate

service, safety, and cost-effectiveness concerns to the Contractor’s designated Manager.

Within thirty (30) days from the commencement of the Term, the Director of

Transportation and Contractor’s designated Manager shall develop written guidelines and

procedures to assure effective communication and cooperation during the Term of the

Contract.

11.2.2. Operations Personnel/Driver Qualifications. Contractor shall employ a sufficient

number of qualified drivers and support personnel to assure the District of continuous,

reliable, safe, and on-time transportation service.

Contractor shall ensure that employees who have contact with students and their

families have stable personality and high moral character. Contractor will not allow any

person to drive whose conduct might in any way expose a child to any impropriety of

word or conduct; who Contractor knows or has reason to know is not in a condition of

mental or emotional stability; or who is under the influence of drugs or alcohol, including

prescription and non-prescription drugs that impair the safe operation of the buses.

Contract will furnish the District with an executed Exhibit E - Certification of

Fingerprinting, which is attached hereto and incorporated herein.

Contractor shall be responsible for hiring and discharging personnel whom it

employs to perform the services hereunder; however, the District shall have the right to

require Contractor to remove any employee who, in the District’s sole discretion, is

deemed unsuitable to perform the transportation services required by the Contract; and,

provided further, that the District shall make such request in writing and state the reasons

for the removal.

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Contractor shall immediately communicate to appropriate Special Education

personnel at the affected school sites, the Director of Transportation, and parents or

guardians of affected children, any deviations from the regular schedule due to an

emergency or equipment failure.

(a) Contractor shall provide qualified drivers who are trained and licensed in accordance with the laws of this State and the rules and regulations of the District.

Contractor agrees that each driver shall:

(1) Possess a valid and current license or permit issued by the State

authorizing such person to operate a school bus. Contractor shall maintain a list

of each driver’s name, California Driver’s License number and DMV summary

record (also referred to as a DMV “employer pull notice”), which list shall be

made available to the District within two (2) business days following the

District’s request.

(2) Be certified by a duly licensed medical practitioner as medically qualified

and free of medical or physical conditions that, absent reasonable

accommodation, would impair the safe operation of a school bus. The physical

examination shall be conducted prior to employment and periodically thereafter.

Each driver shall have a skin test or chest x-ray indicating the driver to be free

from tuberculosis prior to employment, and such test or examination shall be

required every two (2) years thereafter.

(3) Successfully complete a course of training, including instruction in school

bus safety, student discipline, human relations, defensive driving, first aid, use of

fire extinguisher, traffic laws, applicable District policies and regulations, and

behind-the-wheel school bus driving instruction.

(4) Possess a satisfactory driving record and no criminal history record, after

thorough review of such records prior to employment and periodically thereafter

to the extent permitted or available by law. Contactor shall not use drivers who

have accrued two (2) points during the last twelve (12) months for moving

violations regardless of the reason, and shall not use drivers who have had a DUI,

DWI, or other controlled substance-related violation. The Contractor shall verify

and be liable for the payment of all driver criminal record checks, which shall be

obtained through State and national searches (e.g. Department of Justice and FBI),

prior to allowing the driver to transport students, and shall maintain such

verification in the driver’s file. The Contractor shall maintain a record keeping

system available for the District’s inspection upon two (2) business day’s request.

(5) Prior to employment and from time to time thereafter, to the extent

permitted by law, undergo such tests as may reveal, within a reasonable degree of

medical or scientific certainty, the presence or absence of drugs or controlled

substances in the body and such tests as may clinically reveal alcoholism or

alcohol misuse. A “negative” findings for such tests shall be a condition of

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employment. Any driver who fails to be tested or is found to have a “positive”

drug test result shall be immediately removed from service. The Contractor shall

maintain a record keeping system to assure that each driver meets these

requirements. These record shall be available for the District’s review within two

(2) business days following such a request.

(6) Satisfy all applicable requirements of the U.S. Department of

Transportation, Federal Highway Administration in rendering transportation

services regulated by that agency.

(7) Successfully complete CPR and First Aid Training and shall hold a valid

CPR Certificate issued by the American Red Cross. Drivers are to be able to

identify and properly cope with epileptic-type seizures.

(8) Meet any other criteria required by law or by the District’s policies, rules

or regulations.

(b) Because students transported by Contractor are under the authority and responsibility of the driver of the bus, Contractor shall require and ensure that

each driver:

(1) Supervises the loading and unloading of his or her bus at every pick-up

and delivery point.

(2) Keeps informed of all rules and regulations affecting the operation of

school buses and standards of conduct.

(3) Complies with all Federal, State and local traffic laws while operating

buses under the Contract.

(4) Carries appropriate identification at all times while on duty.

(5) Carries an accurate time piece while on duty so that the driver can

maintain established schedule times.

(6) Prepares daily attendance sheets and forwards the completed attendance

sheets to Contractor’s Manager. The daily attendance sheets shall be available for

the District inspection upon two (2) business days’ notice.

(7) Maintains the orderly conduct of students while they are on the buses.

(8) Does not leave students unattended on the bus: If a parent or guardian is

not at home to receive the student, the driver shall follow the protocol described

in Section 11.12 of the Contract.

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(9) Does not leave a student at a specific location without a receiving

responsible adult (over 18) in attendance unless a “Release from Responsibility”

form has been executed by the student’s parent or guardian. A copy of the

Release shall be forwarded to the Director of Transportation.

(10) Notifies the Contractor’s Safety Program Supervisor of any/all equipment,

which they deem to be unsafe for transportation use.

(11) Is well groomed and appropriately dressed. Drivers shall wear a company

identification badge with his or her name and picture at all times unless dressed in

a company uniform at which time identification must be in their possession while

driving students for the District.

(12) Does not use of drugs, alcohol and tobacco while driving a bus.

(13) Does not possess firearms, knives, and other weapons on the bus.

(14) Does not eat on the bus.

(15) Passes the Department of Justice fingerprint clearance.

(16) Passes the Department of Transportation Medical Exam.

(17) Completes Physical Assault Prevention Training.

(c) Contractor shall require and ensure that each school bus assistant employed by Contractor to assist students who require assistants due to the nature and/or

severity of their handicapping condition, to meet the same qualifications as school

bus drivers, except for the driver’s license requirement.

11.3. Equipment Provided by Contractor.

11.3.1. Number of Buses/Minimum Vehicle Specifications. All school buses supplied by

Contractor in performance of the Contract shall meet or exceed the standards established

by all Federal and State laws, regulations, rules, and orders applicable to student

transportation including but not limited to the Federal Motor Safety Standards, the

California Highway Patrol, California Administrative Code, the California Education

Code and California Vehicle Code, that re effective as of the date of bid submittal and as

modified by new laws and/or regulations during the course of the Contract. Contractor

shall maintain the school buses used to provide transportation services under the Contract

in accordance with such laws, regulations, rules, and orders, and accepted industry

maintenance standards.

Contractor agrees to make the school buses supplied by Contractor open to

random inspection by the District or its representative during regular business hours.

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Contractor shall provide buses in sufficient number to efficiently transport all

students for whom the District orders services, including an adequate number of spare

buses to ensure continuous service without interruption. Buses shall be of sufficient

capacity to permit every student transported to be seated.

The Contractor shall be required during the Term of the Contract to provide all

the buses required to meet its daily transportation routes. In addition to the regular route

buses, the Contractor shall be responsible to maintain a spare bus fleet equivalent in size

to a minimum of ten percent (10%) of the total regular route buses, including wheelchair

equipped buses and two-way radios.

Contractor’s buses shall meet the following minimum vehicle specifications:

(a) 16 or greater passenger capacity (ambulatory)

(b) 16 or greater passenger capacity (electro-hydraulic wheelchair lift equipped)

(c) Individual seat belts

(d) Front and rear air conditioning

(e) Tinted windows

(f) Minimum 72” of interior head room

(g) Model year of buses shall be no older than twenty (20) years during the Term of the Contract.

Contractor shall explain in detail any Proposal wherein the Contractor suggests

providing smaller capacity buses to reduce costs to the District and still meet the intent of

these specifications, terms, and conditions.

11.3.2. Number of Vehicles Required Throughout Contract Term. The Contractor shall

be required to provide enough equipment to satisfy the demands of student enrollment

throughout the Term of the Contract. The Contractor shall be notified no later than

ninety (90) days preceding the upcoming regular school year regarding enrollment

projections, which may necessitate additional equipment for growth purposes. The

ninety (90) day deadline shall insure that the Contractor has adequate time to procure

equipment as required and to have said equipment ready for service for upcoming regular

school year. The Contractor shall not be deemed in default if equipment which is ordered

by the Contractor on a timely basis (no later than ninety (90) preceding the upcoming

regular school year) is not delivered prior to the start of the upcoming school year,

providing such delay is beyond the control of the Contractor for reasons such as

manufacturer plant closing, strikes, etc. Written requests from the District for additional

vehicles to accommodate projected student growth shall be delivered to the Contractor

14 DWK DMS 3022072v6

prior to the above deadline. Failure to meet this deadline for requesting additional buses

may result in delivery after the start of the upcoming regular school year. Contractor’s

rates shall be subject to negotiations if the District requires Contractor to secure

additional vehicles (ambulatory/non-ambulatory) for growth purposes as fully described

above and providing that said additional vehicles are over and beyond the number of

vehicles the Contractor is required to provide during the first day of the Term of the

Contract. The Contractor shall justify to the satisfaction of the District that said

additional vehicles have had an added financial impact on the Contractor and that said

financial impact cannot be recovered during the remaining Term of said existing

Contract.

11.4. Services Provided by Contractor. Contractor shall, during the Term of the Contract,

supply and maintain such number of school buses and personnel as are required to fulfill the

District’s needs for “Basic Transportation” and “Supplemental Transportation.”

The Contractor shall:

(a) Secure, maintain and enforce for itself and its employees and agents such

licenses and permits as are required by law for furnishing the services as herein

specified and to comply with all laws, regulations and provisions of the California

Vehicle Code, the Education Code, the Government Code, all other governmental

agencies, the District, and the bus manufacturer’s specifications relating to the

transportation of students and the use and operation of all buses and equipment.

(b) Deny transportation to any person other than an enrolled student or an

employee of the Local Education Agency within the District or the appropriate

district of service, without first obtaining permission of the District.

(c) Comply with the California Fair Employment and Housing Act

(Government Code § 12900 et seq.) and American Disabilities Act, Title II and

any amendments thereto. Be an equal opportunity employer and not to

discriminate against any employee or applicant for employment because of sex,

race, creed, color, national origin, sexual orientation or disability.

(d) Maintain such records and make such reports to the District on the first day of each month during the Term of the Contract to enable the District to apply

to the State Department of Education for reimbursement for student

transportation. For this purpose, the relevant provisions of the Education Code

and the rules and regulations adopted by the State Department of Education from

time to time shall be a part of the Contract. The reports to be provided by

Contractor to the District shall include the following:

(1) Daily reports of any deviations or changes from any routes, for missed trips and routes driven by cover drivers, or split/combined

routes.

15 DWK DMS 3022072v6

(2) Monthly bus utilization and timesheets information for Contractor employee (bus drivers and school bus assistants) in a format

specified by the District, which will allow the District to verify

routes actually run by each bus and driver.

(3) Monthly driver time checks, including live time and deadhead.

(4) Access to copies of driver route notices and files.

(5) Monthly listing of assigned bus number to assigned bus drivers.

(6) Yearly mileage report for all buses used to transport students.

(7) Report showing three (3) or more consecutive days of no-shows by

a student. If a student assigned for transportation is not transported for

three (3) consecutive days, the student will be dropped from the assigned

list, transportation service discontinued, and notification given to the

District. This procedure may be modified only with District’s prior

written approval.

(e). Keep complete and accurate records of each incident or accident involving

Contractor’s equipment, personnel or students being transported while operating

under the Contract, and submit a report of each incident or accident to the District

within twenty-four (24) hours. Verbal notice must be given to the District within

one (1) hour of an accident, and shall include whether any injuries or fatalities

occurred and a description of any property damage that was sustained. A copy of

both the responding police and Contractor’s accident investigator’s final report

shall be submitted to the District within ten (10) business days following the

accident, or when such reports are completed, whichever occurs first.

(f) Use only certified school buses, as defined in Title 13 of the State,

equipped with individual seat belts or harnesses and two-way radios (citizens

band radios are not permitted). Buses transporting students in wheelchairs shall

be equipped with hydraulic lifts and approved wheelchair tie downs. All

wheelchair buses will meet the needs of medically fragile students.

(g) Pay for all additional special equipment required by the State Department

of Education or the Department of Motor Vehicles at any time during the life of

the Contract or any renewal thereof.

(h) Maintain a fleet of spare buses to be used as replacements for route buses

when necessary. The number of such buses shall be sufficient to ensure continued

operations under the Contract. All standby buses for use under the Contract shall

meet the requirements set forth for regular buses.

(i) Furnish the District with a certificate of compliance issued by the Motor

Carrier Division of the California Highway Patrol for all buses to be used under

16 DWK DMS 3022072v6

the Contract prior to beginning operation and at any time during the Term of the

Contract and once a year on the anniversary date.

(j) Maintain all vehicles in a good, safe, and clean operating condition. The

Contractor shall promptly submit all vehicle inspection reports to the District

upon request.

(k) Train all drivers in the routes to be followed, and in the laws, regulations

and procedures related to the transportation of students. All drivers shall conduct

emergency exit drills at the receiving school sites at least once in September and

once every school year that the Contract is in force in accordance with Title 13 in

the State. Actual timed dry runs shall be conducted for all routes prior to the

beginning of a new school year and extended school year. The cost of said dry

runs shall be borne by the Contractor. Contractor shall inform the parents and/or

guardians of each of their students’ approximate pickup and drop-off times no

later than five (5) days prior to school opening.

(l) The District reserves the right to call periodic bus driver training meetings

requiring mandatory attendance of all drivers serving students under the Contract.

Such meeting shall not exceed four (4) hours per year per driver, not to include

travel time. The Contractor shall assume all costs associated with driver’s wages

as a result of these meetings. If the District feels the need for additional training,

the District shall assume the cost.

(m) At no time will the Contractor leave a student at a specific location

without a receiving responsible adult (over 18) in attendance unless a “Release

from Responsibility” form has been executed by the student’s parent or guardian.

(n) Load each bus within legal capacity.

(o) Exceptions to the regular schedule due to emergency or equipment failure

shall be communicated immediately by the Contractor to appropriate Special

Education personnel at the school sites affected, the Director of Transportation,

and the parents or guardians of affected children.

(p) All drivers and school bus attendants will have CPR and First Aid

Training and shall hold valid First Aid and CPR Certificates issued by the

American Red Cross. Drivers are to be able to identify and properly cope with

epileptic-type seizures.

(q) Keep accurate records of all oral and written complaints received

regarding Contractor’s services for the District from all sources including, but not

limited to, parents or guardians; students’ Federal or State agencies; and District

employees or agents. Contractor shall provide the District with a written monthly

report listing said complaints and any actions taken by the Contractor to resolve

the complaint.

17 DWK DMS 3022072v6

(r) Other Requirements:

(1) Temporary Removal of a Driver - Should any concern arise

regarding appropriateness of any driver on a route, the Contractor will,

upon receipt of notice from the District, immediately temporarily remove

any driver specified from his or her duties of conveying any students

covered by the Contract until such time as the concern is resolved to the

satisfaction of the District

(2) Safety Equipment - It will be the driver’s responsibility to ensure

that seat belts, car seats, safety vests and wheelchairs are properly fastened

as soon as the student enters the bus and for the duration of the trip.

Wheelchair brakes must be in a locked position during transport.

Wheelchairs must be adequately secured within the bus by the driver to

prevent movement or tipping during turning, acceleration or deceleration

of the bus. The Contractor will make certain that all wheelchairs

transported are safe for transport and have any additional restraints

required for safe transportation. The Contractor will notify the Director of

Transportation of any student’s equipment not in proper transport

condition.

(3) Student Absences - All drivers will be required to notify the

Director of Transportation, through the Contractor’s dispatcher, of any

student who has not ridden the bus for a three (3) day period or of any

student assigned to their route who no longer needs transportation

services.

(4) Student Transfers - Drivers will not transfer students to or from

another vehicle going to or coming from school except in cases of

emergency, equipment breakdown, or upon the notification of the District.

All transfers will be in accordance with required safety standards.

(5) Lateness - A driver will contact the dispatcher immediately upon

determination that the bus will be in excess of fifteen (15) minutes late in

the pick-up or delivery of students. Dispatch will immediately notify all

necessary persons, including parents or guardians, teachers and the

Director of Transportation. For purposes of calculating lateness, pick

up/drop off time commences from the sounding of the school bell.

(s) Contractor to obey and comply with all relevant provisions of the

Education Code and the rules and regulations adopted by the State Department of

Education.

18 DWK DMS 3022072v6

11.5. Obligations of the District.

11.5.1. Student Schedules. A student’s school year will consist of approximately 175-

182 days. An additional 20-50 days for extended school or intercession may also be

included as part of a school year. The District agrees to furnish Contractor with the

following information as soon as reasonably possible before the start of the fall term:

(a) An extended School Year/Summer School or Year Round intercession

schedule including

(1) Accurate class lists indicating student address, telephone number, parent or guardian name and class location.

(2) Days of attendance, track information and bell times.

(3) The District calendars

(b) For Traditional School Sites and Therapy Schedules

(1) Accurate class lists indicating student address, telephone number, parent or guardian name and class location.

(2) Days of attendance and bell times.

he District calendars

(c) Minimum days: The District’s minimum school day schedule shall apply.

The Contractor shall be notified of the days and dismissal times no less than two

(2) weeks in advance of each minimum school day.

11.5.2. Inclement Weather/School Closings. In the event of inclement weather or

impassability of roads or whenever school is cancelled, delayed or is dismissed early, the

District shall notify Contractor not later than 6:00 a.m. on the day of such cancellation or

delay or not later than one (1) hour before early dismissal or the cancellation of

Supplemental Transportation. The District shall not be obligated to accept or pay for any

services of the Contractor on those days when the school(s) are closed to insure the health

and safety of students, for staff in-service, or other reason as determined by the District.

11.6. Compensation and Billing. In consideration for services rendered hereunder, the District

shall pay to Contractor all amounts due and owing and calculated in accordance with the rates set

forth in Exhibit A - Cost Proposal attached hereto and made a part hereof, as may be adjusted

from time to time as provided herein. Not later than the fifth (5th) business day following the end

of the month during the Term of the Contract, Contractor will submit to the District a statement

for payment of the services rendered during the preceding month on a form to be provided by the

District. After its verification of the statement, the District shall pay the amount due to

Contractor on or before the last day of the month in which the statement has been submitted. All

amounts paid by the District shall be subject to audit by the District or its designee.

19 DWK DMS 3022072v6

The District and Contractor recognize that certain of Contractor’s costs are subject to

change during the Term of the Contract. Therefore, on August 7, 2018 and on August 6, 2019

(referred to herein as the “Contract Year”) and any Contract Year thereafter, the rate(s) of

compensation payable hereunder during the ensuing Contract Year shall be the result of the

following calculation:

The rate(s) of compensation payable during the expiring Contract Year shall be

multiplied by a fraction, the numerator of which shall be the CPI for June (or the

immediately preceding publishing of the herein described CPI Index) of the

expiring Contract Year and the denominator of which shall be the CPI for June

immediately preceding the commencement of the expiring Contract Year.

For purposes of the Contract, “CPI” shall mean the Consumer Price Index -

published by the Bureau of Labor Statistics of the U.S. Department of Labor, for

All Urban Wage Earners and Clerical Workers, West Region All Items.”

11.7. Taxes. The Contractor shall pay all taxes, levies, duties and assessments of every nature

due in connection with any work under the Contract, shall make any and all payroll deductions

required by law, and shall defend, indemnify and hold harmless the District from any liability on

account of any and all such taxes, levies, duties, assessments and deductions.

11.8. Student. Contractors are advised that the students to be transported may require special

care due to various types of disabilities. It is the District’s desire that transportation be furnished

under the most favorable circumstances, in a friendly atmosphere, and with a minimum exposure

to hazards, which might result in injury or discomfort.

Students are expected to behave in a safe manner while being transported and the

Contractor and drivers and/or aides will be expected to keep order among the students and to use

citation procedure to report any improper conduct. Drivers will not require any student to leave

the bus before reaching the student’s destination.

In case of student illness, absence, or emergency, the parent or guardian of each child will

be responsible for notifying the Contractor that the child shall not be picked up. Any other

exceptions to the regularly scheduled pick-up and delivery points will be subject to the approval

of the District.

Student behavior problems shall be reported in the following manner:

(a) Driver or aide writes-up student behavior on a bus citation form and submit it to

the District and the school administrator.

(b) Each driver/aide write-up is formalized as a warning from the District. After two

(2) warnings are issued, a third infraction may result in a one-week suspension of bus

service. If two (2) more warnings are given then a two-week suspension may be the

20 DWK DMS 3022072v6

result. Continued behavior will be reviewed by the I.E.P. team for further action. All

suspensions will be prior approved by the District.

An I.E.P. meeting relating to school bus behavior may be called at any time and may be

conducted by phone with parent or guardian approval. Every effort will be made to have

Contractor’s Manager and/or Contractor’s affected driver and a District representative attend the

I.E.P. meeting to help work out a behavioral plan.

11.9. Student Discipline/Vandalism. The ultimate responsibility and authority to suspend or

expel any student from transportation services hereunder shall rest with the District.

Contractor’s drivers are responsible only for such discipline as is required to safely and properly

operate Contractor’s buses. Each driver shall handle all disciplinary matters in strict accordance

with the District policy. In no case will a driver eject a student from a bus for misbehavior

except in the event of an extreme emergency endangering the safety of the student, other

students, the driver or the bus assistant, and then only after radio notice to Contractor’s terminal

and to the student’s building principal. All discipline problems shall be immediately reported in

writing following completion of the route. Further procedures and regulations for the

administration of discipline may be established by the District in its sole discretion.

Vandalism damages to Contractor’s equipment or facilities shall be the responsibility of

Contractor. However, the District shall give Contractor reasonable assistance in obtaining

restitution for damaged equipment or facilities. Contractor may, upon concurrence by the

District, refuse to provide a student with transportation services until vandalism damage caused

by such student is paid in full.

11.10. Records/Reports. Contractor shall provide upon demand and in no event later than five

(5) working days after demand, those reports and records which may be reasonably requested by

the District and necessary for proper payment for or evaluation of Contractor’s performance

hereunder. All such records shall be open to inspection by the District or its representative

during regular business hours in Contractor’s office.

11.11. Routes/Schedules. Contractor shall be primarily responsible for planning all routes, stops

and schedules; however, Contractor shall work with the Director of Transportation or his or her

designee in planning the routes and otherwise performing the Contract. Contractor shall furnish

the District with a complete route map or routes on or before the first day of August preceding

each Contract Year. Contractor acknowledges and agrees that such routes and map(s) are non-

proprietary and can be used by the District in its discretion.

The District reserves the right to make changes to the routes and stops at any time. The

District shall notify Contractor whenever changes are necessary and Contractor shall make a

reasonable effort to adjust its operations to implement such changes within three (3) business

days after notice is received from the District. Additionally, the District may request route

changes to accommodate special circumstances. The Contractor shall make a reasonable effort

to adjust its operations to implement such route requests within three (3) business days after

notice is received from the District.

21 DWK DMS 3022072v6

Contractor shall develop and utilize all routes in such manner as to assure that no student

will be delivered to school more than fifteen (15) minutes before the commencement of class and

have buses arrive at school no later than ten (10) minutes before classes are dismissed for the

return trip.

Contractor shall develop and utilize routes that result in no student travelling one-way for

longer than ninety (90) minutes and no longer than sixty (60) minutes for the most medically

fragile students, as determined by the District or its designee. In addition, round trips cannot

exceed three (3) hours. The District must pre-approve ride times in excess of those mentioned

above.

11.12. “Undeliverable” Students. The driver shall make two (2) attempts to deliver each student

to his/her home. If a parent or guardian is unavailable to receive the student, the Contractor shall

first call the student’s emergency number, second call the student’s school of attendance and

third call the Director of Transportation for further directions. The “undeliverable” student shall

not be delivered to the District Transportation Terminal without prior approval from the Director

of Transportation. The Contractor and Director of Transportation will work together to resolve

how best to safely deliver the “undeliverable” student to his/her parent or guardian or a social

service agency if the parent or guardian cannot be contacted.

11.13 Student Transportation Request. The Director of Transportation shall provide the

Contractor in written form requests for student transportation services. Said transportation

requests shall be delivered to Contractor via fax transmittal, US mail, courier, or equivalent. All

transportation requests received by the Contractor’s office by noon (12:00 PM) will be data

processed that day and will receive that day’s arrival date. All transportation requests received

after noon (12:00 PM) will be data processed on the next business day. All transportation

requests will be prioritized and processed in conjunction with the following requirements.

(a) Changes that do not require a route or school change = Fast Track (1 to 2 business days)

(b) Changes that do require a route or school change = Regular Track (2 to 4 business days)

(c) Changes that are out of the ordinary require bus routing changes, or buses that are too full to accommodate the change = Custom Track (3 to 5 business days)

(d) Changes that are unusual which would require the addition of buses or the creation of new routes, the District will be advised and asked for direction in these

matters = Unique Track (5 to 10 business days)

(e) In the event that the Contractor is requested to process a large number of transportation requests, Contractor shall be given additional working days to process said

requests, providing that Contractor is progressing in a reasonable fashion and to the

satisfaction of the District.

22 DWK DMS 3022072v6

All transportation requests will receive a start date, in conjunction with the above tracks,

when originally processed by the Contractor. The Contractor shall not accept transportation

requests, which are verbal in nature, nor accept transportation requests from any other source

other than the District. The Contractor, upon mutual agreement with the District, may utilize a

percentage not to exceed 5% of existing inventory of spare buses to accommodate transportation

requests which required the Contractor to add additional bus(es) and route(s). The Contractor

shall not be required to procure additional equipment during the school year to accommodate

growth unless mutually agreed upon by both parties.

11.14. Safety Program. Contractor shall be responsible for implementing and maintaining a

comprehensive student transportation safety program. A summary of the safety program shall be

provided for review by the District upon request. Contractor shall provide for the welfare and

safety of students during execution of the Contract at all times.

11.15. Facilities. Contractor shall store, dispatch and maintain the equipment to be utilized

hereunder and shall maintain an office from which to manage its operations hereunder at

facilities located within or in convenient proximity to the District. The Contractor shall describe

their proposed office, vehicle maintenance and storage facilities and their location.

Contractor agrees to make the facilities where the equipment and school buses supplied

by Contractor are stored open to random inspection by the District or its representative during

regular business hours.

Any use of the District facilities for parking must be approved in writing by the District.

The District reserves the right to require in its sole discretion the negotiation and execution of a

license or lease prior to Contractor’s use of District facilities.

11.16. Drug-Free & Smoke-Free Policy. No drugs, alcohol, and/or smoking are allowed at any

time in any buildings and/or grounds on District property. No students, staff, visitors,

contractors, or subcontractors are to use controlled substances, alcohol or tobacco on the

District’s property.

11.17. Damage. The Contractor shall be held responsible for any breakage or loss of the

District’s equipment or supplies through negligence of the Contractor or its employee while

working on the District’s premises. The Contractor shall be responsible for restoring/replacing

any equipment, facilities, etc. so damaged. The Contractor shall immediately report to the

District any damages to District property, whether real or personal, resulting from services

performed under the Contract.

11.18. Collective Bargaining Agreement. Prior to commencement of services under the

Contract the parties hereto shall formulate a plan for continuing transportation services to

students during a work stoppage or labor dispute that would disrupt transportation services to the

District and said plan shall be part of any labor agreement between the Contractor and

Contractor’s employees. Whenever Contractor has knowledge that any actual or potential labor

dispute is delaying or threatens to delay the timely performance of the Contract, the Contractor

shall immediately give notice thereof including all relevant information with respect thereto to

23 DWK DMS 3022072v6

the District. Ninety (90) days prior to the opening of school during each school year the

Contractor shall provide the District with a report on the current status of the Contractor’s

employer-employee relations.

11.19. Performance Bond. The faithful performance by the Contractor of each and every term,

condition, and provision of the Contract is expressly made a condition precedent for the payment

of any amounts agreed herein to be paid to the Contractor by the District. The Contractor shall

post with the District and be subject to approval of the District, a renewable annual bond for use

of the District. The Contractor and a surety company licensed to do business as such in the State

shall execute such a bond. Such bond shall be in the amount of One Million Dollars

($1,000,000) and shall at all times be kept in full force and effect. The Contractor shall fully and

faithfully perform all conditions and covenants of the Contract or the face amount of such bond

shall be forfeited to the District. The bond shall be renewed annually before its expiration date;

provided, however, that such bond must remain in full force and effect from and after the date

the District makes any demands for payments on the bond until the District released such claims.

Provision of such bond, approved by the District is a material covenant of the Contract.

11.20. Insurance

11.20.1. Prior to award, the successful Proposer will be required to furnish evidence of

Commercial General Liability Insurance, including automobile coverage, covering all

operations under the Contract in a form and with companies acceptable to the District as

follows:

LIMITS OF LIABILITY (MINIMUM): LIMITS OF LIABILITY (MINIMUM): $1,000,000.00 Single Limit

$10,000,000.00 Multiple Limit covering

Bodily Injuries, Property

Damage and Personal

Injury

The Contractor shall maintain Abuse and Molestation insurance coverage, with a

minimum limit of $250,000. Insurance shall provide coverage for student-passengers

from the time they are delivered into custody of the Contractor or Contractor’s employees

or the custody of other designated location, until such time the Contractor or Contractor’s

employees release them to the school designated location.

The coverage shall be primary as to the District and shall name the District as an

additional insured. Evidence of insurance must be attached to the Contract.

Endorsement of the District as an additional insured shall not affect the District’s rights to

any claim, demand, suit or judgment made, brought or recovered against the Contractor.

The policy shall protect the Contractor and the District in the same manner as though

each were separately issued. Nothing in the policy shall operate to increase the Insurer’s

liability as set forth in the policy beyond the amount or amounts shown or to which the

Insurer would have been liable if only one interest were named as an insured.

11.20.2. Worker’s Compensation Insurance as required by the California Labor Code,

with a minimum limit of liability of $5,000,000 per accident or disease. In signing the

24 DWK DMS 3022072v6

Contract, the Contractor certifies under Section 1861 of the California Labor Code that

the Contractor is aware of the provisions of Section 3700 of the California Labor Code

which requires every employer to be insured against liability for workmen’s

compensation or to undertake self-insurance in accordance with the provisions of that

Code.

Evidence of above insurance and of Workman’s Compensation Insurance must be

furnished to the District. If any Proposer fails to furnish required endorsements, within

ten (10) days after receiving the District’s request, the District may, at its option

determine that Proposer has abandoned his Proposal and accept the Proposal of and

award the Contract to the next lowest reliable and responsible bidder.

11.20.3. Contractor shall not commence work under the Contract until it has obtained at

its own expense all the insurance required under this Section 11.9, and until such

insurance has been determined to be acceptable by the District. Acceptance of the

insurance by the District shall not relieve or decrease the liability of the Contractor

hereunder.

11.20.4. If the Contractor, for any reason, fails to maintain the required insurance

coverage, such failure shall be deemed a material breach of Contract. The District, at its

sole discretion, may terminate the Contract and obtain damages from the Contractor

resulting from said breach. Alternatively, the District may purchase the required

insurance coverage, and without further notice to the Contractor, the District may deduct

from payments due to the Contractor any premium costs advanced by the District for

such insurance. These remedies shall be in addition to any other remedies available to the

District.

11.20.5 If any of the required insurance is cancelled or there is a material change in the

coverage, the Contractor will furnish evidence of the insurance coverage required by the

Contract to the District, in a form and with companies acceptable to the District.

11.21. Liquidated Damages for Late/Missed Service. The District shall provide Contractor with

written notice of any late/missed service. Contractor and the District agree that should the

Contractor fail to provide a written explanation of the cause of the late/missed service and what

measures Contactor is taking to remedy the late/missed service, the District shall be entitled to

liquidated damages as described herein, retroactive to the date of the notice. Contractor agrees to

pay said liquidated damages to the District because it is and will be impractical and extremely

difficult to ascertain and fix the actual damage to the District from any such failure to perform.

If the Contractor fails to provide any portion of the service required under the Contract

after being notified by the District of late/missed service, liquidated damage charges shall be

assessed against the Contractor according to the following:

25 DWK DMS 3022072v6

11.21.1. For each unit failing to provide required service, the basic cost of the trip shall

be assessed against the Contractor in accordance with the following formula:

Number of Trips Missed x Applicable Average Daily Home-

Number of Trips Scheduled to-School Transportation Cost

11.21.2. For purposes of assessing damages under this section, any trips which are

fifteen (15) minutes late to the destination, as scheduled by the District, shall be

considered a “missed” trip.

11.21.3. In addition to the reduction of the basic costs, the following liquidated damages

shall be assessed against the Contractor for any missed trips:

(a) Fifty Dollars ($50) shall be assessed for each morning trip missed.

(b) Fifty Dollars ($50) shall be assessed for each mid-day trip missed.

(c) Fifty Dollars ($50) shall be assessed for each afternoon trip missed.

In addition to the reduction in basic costs, no bus route shall be assessed more

than Ninety Dollars ($90) per day.

11.21.4. For each student not transported during his or her regular route due to the

negligence of the Contractor or Contractor’s employees, the Contractor shall be assessed

liquidated damages in the amount of One Hundred Dollars ($100) and shall bear the

responsibility and cost of sending another bus to transport that student.

11.21.5. Failure of the Contractor to notify the Director of Transportation immediately

(within 20 minutes) of school bus accidents and/or upon notification of any incident in

which a child may have sustained injury, will result in an assessment of liquidated

damages of One Thousand Dollars ($1000).

11.21.6. Failure of the Contractor to provide the appropriate equipment required for each

bus, including but not limited to functioning two-way radios, wheelchair tie downs,

seatbelts, harnesses, functioning fire extinguishers, functioning video camera, GPS, etc.,

shall result in the assessment of liquidated damages of Fifty Dollars ($50) per day and

continuing at said rate for so long as the Contractor fails to provide such equipment.

11.21.7. The amount of assessments for a given month shall be deducted by the Director

of Transportation from the payment due to Contractor for that month.

11.21.8. Assessments of such deductions by the Director of Transportation shall in no

way relieve the Contractor of its obligation to provide spare buses and additional drivers

sufficient to cover all interruptions in service to the District due to failure of any

equipment or lack of personnel.

26 DWK DMS 3022072v6

11.21.9. The District has the expressed right to seek and obtain “actual damages” in

addition to liquidated damages.

11.21.10. The provisions of this Section do not apply when delays are caused by

conditions beyond the control of the Contractor, as determined by the Director of

Transportation.

11.22. Indemnification. The Contractor agrees to hold harmless, defend, and fully indemnify

the District and its officers, agents, and employees from and against any and all claims or losses

(a) accruing or resulting from injury, damage, or death of any person, firm, or corporation in

connection with the performance of the Contract; (b) incurred by any supplier, contractor, or

subcontractor furnishing work, services, or materials to the Contractor in connection with the

performance of the Contract; and (c) accruing or resulting from any infringement of the patent

rights, copyrights, or trademark of any person or persons as a result of the use of any such patent

rights, copyrights, or trademark during the performance of the Contract. The Contractor’s hold

harmless, defense and indemnity obligations under the Contract shall not be limited by the

insurance requirements set forth in the Contract. This provision survives termination of the

Contract.

11.23. Independent Contractor. The Contract is not one of employment. The Contractor, in the

performance of the Contract, shall be and act as an independent contractor. The Contractor

understands and agrees that it and all of its employees shall not be considered officers,

employees, agents, partner, or joint venture of the District, and are not entitled to benefits of any

kind or nature normally provided employees of the District and/or to which the District’s

employees are normally entitled, including, but not limited to, State Unemployment

Compensation or Worker's Compensation. The Contractor shall assume full responsibility for

payment of all Federal, State, and local taxes or contributions, including unemployment

insurance, social security and income taxes with respect to the Contractor’s employees. In the

performance of the work contemplated in the Contract, the Contractor is an independent

contractor, with sole authority for controlling and directing the performance of the details of the

work, and the District being interested only in the results obtained.

11.24. Funding. If, for any fiscal year during the Term of the Contract, funds are not allocated

or appropriated for payments due under the Contract, the District will not be obligated to pay the

balance remaining beyond the fiscal period for which funds have been allocated or appropriated.

The District will provide written notice of such failure to allocate or appropriate funds to

Contractor.

11.25. Termination.

11.25.1. Termination without Cause. Either party may terminate the Contract

without cause by providing the other party with 360 days advance written notice.

11.25.2. Termination for Cause. If either party shall willfully violate any of the

covenants or duties imposed upon it by the Contract, such willful violation shall entitle

the other party to terminate the Contract. The party desiring to terminate for such cause

27 DWK DMS 3022072v6

shall give the offending party thirty (30) days written notice to remedy the violation. The

thirty (30) day period shall begin on the date the notice is received. If at the end of such

time the offending party has not removed the cause of complaint or remedied the

purported violation, then the Contract shall be deemed terminated within ninety (90) days

beginning with the first day of written notice to remedy the violation.

Any expense incurred by the District as a result of the Contractor’s failure to

perform in accordance with the terms of the Contract shall be deducted from the

payments due Contractor herein. The right to terminate shall be in addition to any other

legal remedy that the District has because of Contractor’s breach of contract.

11.25.3. Termination of Contractor’s Services with respect to Route(s).

Notwithstanding anything in the Contract to the contrary, the District reserves the right to

terminate Contractor’s services as to a particular route or up to five (5) routes upon thirty

(30) days written notice. Notwithstanding anything in the Contract to the contrary, the

District reserves the right to terminate Contractor’s services as to six (6) or more routes

or all routes upon sixty (60) days written notice.

11.26. Entire Agreement. The Contract sets forth the entire agreement between the District and

Contractor concerning the subject matter hereof. There are no representations, either oral or

written, between the District and Contractor other than those contained in the Contract.

11.27. Force Majeure. The Contractor shall be excused from performance under the Contract

during the time and to the extent that it is prevented from performing in the customary manner

by an act of God, fire, flood; war, riot, civil disturbance, terrorism; epidemic, quarantine; strike,

lockout, labor dispute; oil or fuel shortage, freight embargo; rationing or unavailability of

equipment, materials, products, plants or facilities; commandeering of equipment, materials,

products, plants, or facilities by the Government; or any other occurrence which is beyond the

control of the Contractor, when satisfactory evidence thereof is presented to the District.

11.28. Notice to Parties. All notices to be given by the parties to the Contract shall be in writing

and served by depositing same in the United States Mail, postage prepaid, registered or certified

mail, or by electronic mail, with return receipt.

Notices to the District shall be addressed to:

Stockton Unified School District

Attn: Director of Transportation

Sanguinetti Drive Stockton, CA 95205-2548

Email: ddavis@stocktonusd.net

Contractors shall indicate in their Proposals their address for notice purposes.

Either the District or Contractor may change its address of record for receipt of official

notice by giving the other written notice of such change and any necessary mailing instructions.

28 DWK DMS 3022072v6

11.29. Amendment and Extension. Each party to the Contract may submit amendment requests

for consideration as conditions warrant. The amendments must be negotiated and approved by

all parties prior to implementation as part of the Contract.

If the Contract is extended pursuant to Section 11.1 of the Contract, all terms and

conditions will remain the same except for applicable compensation adjustments and/or mutually

agreed to amendments.

11.30. Severability. In the event any provision of the Contract is held or determined by a court

of competent jurisdiction to be illegal, void or in contravention of any applicable law, the

remainder of the Contract shall remain in full force and effect.

11.31. Survival. Except as otherwise provided in the Contract, the mutual obligations described

in the Contract shall survive the termination or expiration of the Contract for a period of four (4)

years.

11.32. Assignment. The services contemplated under the Contract are deemed to be in the

nature of personal services. Contractor shall not assign the Contract without prior consent of the

District. The parties agree that assignment by Contractor of any amounts due and owing

Contractor under the Contract shall not constitute an assignment of the Contract.

11.33. Attorney’s Fees. In the event that any action is brought by either party to enforce the

terms of the Contract, the prevailing party shall be entitled to reasonable attorneys' fees and

costs.

11.34. Compliance with Law. Contractor will comply with all Federal, State and local laws and

regulations, statutes, ordinances, and rules applicable to a Contractor’s performance under the

Contract, including but not limited to: licensing, employment and purchasing practices, and

wages (including prevailing wage laws, as applicable), hours and conditions of employment,

including non-discrimination.

11.35. Headings. The section headings contained in this Contract are for reference purposes only

and shall not affect the meaning or interpretation of this Contract.

11.36. Not Construed Against Drafter. This Contract shall be construed without regard to any

presumptions against the party causing the same to be prepared.

11.37. Governing Law. The Contract shall be deemed to be made in and shall be construed in

accordance with the laws of the State, without regard to its conflict of laws rules. Any legal

proceedings arising out of or relating to the Contract shall be brought in San Joaquin County,

California.

11.38. Counterparts. The Contract may be executed in duplicate counterparts. The Contract

shall be deemed executed when it has been signed by both parties.

DWK DMS 3022072v6

EXHIBIT A

COST PROPOSAL

Daily

Rate (1)

Number of

Routes

Hourly

Rate

Number of

Hours (2)

Mileage

Rate

Number of

Miles*

Number of

Days Billed

Total Cost

Normal Home-To-School Service:

20 and fewer $ x + $ x + $ x x = $

21-47 passenger $ x + $ x + $ x x = $

48-72 passenger $ x + $ x + $ x x = $

73 and more $ x + $ x + $ x x = $

Extended Year Home-To-School Service:

20 and fewer $ x + $ x + $ x x = $

21-47 passenger $ x + $ x + $ x x = $

48-72 passenger $ x + $ x + $ x x = $

73 and more $ x + $ x + $ x x = $

Other Transportation Service: (3)

All Bus Capacities $ x + $ x = $

Bus Monitors/Aides $ x x = $

1, Daily rate is based on hours and miles.

2. *Hours and miles shown should represent all hours and miles in excess of those included in the Daily Rate, as defined on the Proposal Form.

3. Additional Transportation: minimum call out charge .

4. ____________ buses are air conditioned _____________ buses are not air conditioned.

DWK DMS 3022072v6

EXHIBIT B

STUDENT TRANSPORTATION SERVICES AGREEMENT

THIS STUDENT TRANSPORTATION SERVICES AGREEMENT (“Agreement”) is made and

entered into as of the ___ day of _________, 20__, by and between the Stockton Unified School

District with its principal office at

hereinafter called “the District” and

with principal office at

hereinafter called “Contractor.”

WITNESSETH

WHEREAS, District has selected Contractor to provide transportation services for the District’s

special education students, as described in Request for Proposal #904 (the “RFP”); and

WHEREAS, Contractor desires to provide such transportation services.

NOW, THEREFORE, in consideration of the covenants hereinafter contained, the parties agree

as follows:

1. Terms, Conditions, Guidelines and Specifications of this Agreement. The District and Contractor acknowledge and agree that all terms, conditions, guidelines, and

specifications contained in the RFP, and Contractor’s Proposal received in response to

said RFP, are hereby incorporated herein and constitute this Agreement. Terms,

conditions, guidelines, and specifications contained in the RFP shall take full effect and

shall supersede all other offers and representations unless agreed to and certified in

writing as allowed for in the RFP and issued as addenda to this Agreement.

2. Entire Agreement. This Agreement sets forth the entire agreement between the District and Contractor concerning the subject matter hereof. There are no representations, either

oral or written, between the District and Contractor other than those contained in this

Agreement.

IN WITNESS WHEREOF, the parties hereto are legally authorized and have executed this

Agreement in duplicate on the day and year first herein above written.

[CONTRACTOR]

By:

Name:

Title:

STOCKTON UNIFIED SCHOOL DISTRICT

By: