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STUDENT TRANSPORTATION SERVICES AGREEMENT

THIS STUDENT TRANSPORTATION SERVICES AGREEMENT (“Agreement”) is

made and entered into by and between by and between Reliant Transportation, Inc., a Delaware

corporation (“Company”), a subsidiary of MV Transportation, Inc., a California corporation, and

The Board of Public Education for the City of Savannah and the County of Chatham (“Board” or

“District”), effective as of the 1st day of July, 2015 (“Effective Date”).

WHEREAS, the Board desires to engage an independent contractor to provide student

transportation services for the students of the Savannah-Chatham County Public School System;

WHEREAS, Company desires to provide such services for the Board; and

WHEREAS, the Board wishes to engage Company to provide such services in accordance

with the terms of this Agreement.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of

which are hereby acknowledged, the parties agree as follows:

1. SCOPE OF SERVICES.

(a) General. Company shall provide transportation services to the students of the

Savannah-Chatham County Public School System (“Transportation Services”), as further set forth

in this Agreement. Company shall provide the Transportation Services using vehicles, equipment

and facilities provided by the Board. Company shall maintain all such vehicles, equipment and

facilities to the highest standards (“Maintenance Services”), as further set forth in this Agreement.

The Transportation Services and the Maintenance Services are collectively referred to herein as the

“Services”. Company acknowledges that it will provide the Services during and outside of the

District’s normal 180-day school year. Without limiting the foregoing, Company will provide

Student Transportation Services on each in-session school day listed on the school calendar

published and adopted by the District.

(b) Company’s Role. As part of the Services, Company shall be responsible for the day-

to-day operation of the Student transportation system of the District. Company acknowledges that

the Board is held responsible and accountable by Students, their parents, and the local community at

large for the operation of the local public school system, including the Services. Company agrees

that the Board will retain the right to intercede as is necessary in the Board’s discretion to suggest

improvements to the Company’s performance of the Services. Company will implement any

modifications to the Services as reasonably requested by the Board. Company will keep the Board

informed of all relevant issues that may arise in the course of Company’s duties hereunder and

cooperate fully, in a timely and appropriate manner, with the Board on all matters arising under this

Agreement, including, but not limited to, emergencies, equipment and maintenance issues, buses,

Student discipline, Driver and personnel management and parent/Student complaints. Company’s

Facilities/GM will meet with the Board’s designee on a weekly basis to evaluate the performance of

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the Services and to ensure that the Services are being performed efficiently and in accordance with

the Board’s expectations. Company’s Regional VP will meet with the Board’s Designee on a

quarterly basis.

2. TRANSPORTATION SERVICES

(a) General. As part of the Transportation Services, Company will transport the

District’s students as identified by the Board (“Students”) to and from school every day during the

school year and provide Student transportation for other purposes, including, without limitation,

Extra-Curricular Trips (as defined below), in accordance with the terms of this Agreement. In

general, Company will use its best efforts to ensure that it complies with the following standards:

(i) All Students will be transported safely and in reasonable comfort;

(ii) All Students will arrive at their respective schools in advance of the start of

school but not more than thirty (30) minutes before the start of school based on the

published bell schedule.

(iii) All Students will be picked up from their respective schools within ten (10)

minutes after the established dismissal time for such schools and transported home or to

their designated bus stop in a timely manner.

(iv) All special needs Students will be transported in a dignified and safe manner

that accommodates their condition, free of harassing actions by the driver, bus attendant or

fellow Students or passengers. Without limiting the foregoing, such transportation will

comply with any applicable Section of the Rehabilitation Act of p.73 (504) or Individual

Education Plan (IEP).

(v) The maximum student riding times (each way) for Students, as set forth in the

District “ED-R Student Transportation Management” policy (as the same may be changed

in accordance with the terms of this Agreement), are as follows:

(1) One and one-half (1.5) Hours: regular program transportation; specialty

program transportation; and special education program transportation (unless

otherwise stated in a Student’s IEP or as set forth in item 2, below).

(2) One (1) Hour (unless otherwise stated in a Student’s IEP or as set forth in

item 2, below): Moderately Mentally Handicapped; Severely Mentally Handicapped;

Profoundly Mentally Handicapped; Preschool handicapped, ages three through five;

Severely Emotionally Disturbed.

(3) Individual students with disabilities route times shall not be greater than 90

minutes nor more than the average ride time for students without disabilities.

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(b) Routing. Company will establish the pick-up and drop-off Routes and Runs (as

those terms are defined below) in consultation with the Board. The Routes and Runs will be

established, and adjusted from time to time, in a manner that minimizes ride times and maximizes

the efficiency of the usage and operation of Vehicles (as that term is defined below). Company will

employ a minimum of four (4) full-time routing specialists for this purpose. Company will use a

routing system as may be mutually agreed upon by the parties. The Board will provide Company

with student census information at a mutually agreed upon date prior to the beginning of the school

year to allow Company to determine Routes and Runs. The Routes and Runs established by

Company are subject to the review and prior approval of the Board. The Board may update student

census information throughout the school year, and Company will make any necessary adjustments

to the established Routes and Runs, subject to the Board’s approval, to adjust for ridership changes

or changed transportation requirements. The Board may monitor all Routes, Runs and passenger

loads assigned to each bus. Company shall adjust Routes, Runs and passenger loads as directed by

the Board. The Company will not deviate from the approved Routes and Runs without the prior

authorization of the Board. Without limiting the foregoing, if Company determines a need to adjust

an established Route or Run (other than in the course of usual daily changes that may occur at the

Board’s direction) in any manner that would change the time, place or manner of pickup of any

Student, Company will immediately notify the Board orally and will follow up on such change in

writing within twenty-four (24) hours of such change. Any unauthorized deviation will be at

Company’s sole expense and liability. Company shall ensure that each Driver will have a current

Route and student listing prior to making any Run. Company will ensure that each bus stop

complies with applicable State laws and regulations, including under the Georgia Department of

Education. “Run” means the pick-up of a particular group of Students from a group of bus stops

and/or homes for transportation to one (1) school (or the transportation of such a group from a

school back to the Students’ respective stops or homes). “Route” means a series of Runs assigned

to a single bus.

(c) Regular “To and From” Services. Company shall provide regular bus stop pick-up

and drop-off services to and from schools as follows:

(i) Drivers (as that term is defined below) will pick up and drop off Students in

the Regular Services program at designated bus stops. The Company will provide route maps

and stop listings to Drivers, which maps and listings will indicate the directions of travel,

time of pick up and/or drop off and the names of Students assigned to each Run.

(ii) Each bus will typically be assigned one (1) route per day, averaging

approximately four (4) hours of service time and travelling an average of sixty (60) miles per

day. A route will consist of one (1) or more “runs” to one or more schools.

(d) Special Services. The “Special Services” program involves the transport of

Students with special needs, as determined by the Board, either due to physical disabilities, mental

handicap, enrollment in a special education program, emotional issues, the combination of young

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age with any of the foregoing, or otherwise. Company shall provide Special Services pick-up and

drop-off services to and from schools as follows:

(i) Drivers will pick up and drop off Students in the Special Services program

individually from and to their respective home addresses or as otherwise specified by the

Board. The Company will provide route maps and stop listings to Drivers, which maps and

listings will indicate the directions of travel, time of pick up and/or drop off and the names

and addresses of Students assigned to each Run.

(ii) The Board will promulgate specific policies and procedures applicable to the

Special Services program. The Company will strictly comply with these policies and

procedures.

(iii) Company will ensure that all Drivers assigned to the Special Services

program are properly trained to meets specific needs of the student and of the proper

disposition to transport and interact with Students in the Special Services program. If

Company becomes aware of any reason why a Driver in the Special Services program may

not be suitable for an assignment to that program, or if the Board notifies Company that it

has reason to believe that why a Driver in the Special Services program may not be suitable

for an assignment to that program, Company will promptly reassign any such Driver to a

non-Special Services Route and replace the Driver with another Driver who is trained for

and suited to the Special Services program. Drivers will take special care in transporting

Students in the Special Services program.

(iv) Certain Students in the Special Services program may have unique medical

conditions that may require specialized services to accommodate the particular needs of the

Student. The Board will notify Company of any such unique medical condition. Company

will ensure that Drivers assigned to a Route on which such a Student is a passenger will

receive additional training to accommodate the specific needs of any such Student(s). The

cost of any such training shall be the sole expense of Company. All information related to

students in the Special Services program shall remain confidential.

(e) Extra-Curricular Trips. Company will provide transportation for Students for field

trips, athletic trips and other extra-curricular trips (“Extra-Curricular Trips”), as may be required

by the Board from time to time. The Board will specify the time, place and duration of Extra-

Curricular Trips. Company will provide Transportation Services for Extra-Curricular Trips on the

schedule specified by the Board and in a timely and safe manner. Drivers will remain with Student

group on all Extra-Curricular Trips. At no time will a Driver leave the Student Group to run a

personal errand, eat, refuel or for any other reason unless directed or permitted by the Board.

(f) Dry Run. Company, in cooperation with the Board, will conduct a rehearsal day or

“Dry Run” for all Routes approximately one week prior to first day of each school year. The exact

date will be specified by the Board in advance. Company will operate all Routes as they are to be

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conducted on the first day of school. Company will, in consultation and cooperation with the Board,

will conduct an orientation for all Personnel on each Dry Run day, at sites and times designated by

the Board. Results from each Dry Run shall be analyzed by the Company and the results

communicated to District staff within three (3) business days after the Dry Run.

(g) Drills. Company will conduct emergency exit drills each semester in accordance with

State guidelines. Company shall conduct and report the drills as directed by the Board.

(h) Safety. Company shall develop, implement and maintain a written Safety Assurance

Plan designed to establish best practices and procedures for ensuring the safety of Students and

Personnel. Company will submit the Safety Assurance Plan to the District’s Executive Director of

Support Services (or such other individual designated by the Board) for review and approval by no

later than September 1, 2015. If the Safety Assurance Plan is not approved, Company will make

such reasonable adjustments to the Safety Assurance Plan as may be required by the Board.

(i) Notification of Delays. Company shall immediately notify the Board and each

affected school or other site, parent or guardian of all Transportation Service delays, including bus

breakdowns. Company will provide such notice at the commencement or “sign-on” time for the

affected Route or as close to such time as reasonably possible. For the avoidance of doubt, it is

Company’s responsibility to directly notify all affected schools of any delay in

Transportation Services.

(j) Unscheduled School Closing. If the Board or the District announces that there will

be early dismissal or early school closure, Company shall immediately take action to pick up the

affected Students and transport them from school along their typical Routes. Company

acknowledges that early dismissals or closures will happen from time to time during the school year,

and Company shall establish an early dismissal plan to accommodate early dismissals or closures on

a safe and timely basis. The decision to implement an early dismissal or school closure may only be

made by the Board. Such decisions will be communicated to Company only by the District’s

Executive Director of Support Services or another individual designated by the Board.

(k) Additional Activity Services. Company shall provide Transportation Services for

extended school day activities, altered school start/dismissal times, and other activities at times and

locations as the Board may require from time to time.

(l) Non-District Trips. Company may use the buses, equipment and Personnel to

provide transportation services to non-Board or non-District customers (“Non-District Trips”)

only with the prior written approval of the Board and on such terms as permitted by the Board. In

general such use will not be permitted. Company will be responsible for all costs related to and

liabilities arising out of Non-District Trips.

(m) Weather. Company shall monitor road conditions and weather forecasts and shall

notify the Board’s designated representative by 5:00 a.m. of any adverse weather or road conditions

that would have a bearing on the decision to close school. The decision to close or delay the

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opening of schools will be made in the sole discretion of the Board or the Superintendent or his/her

designee. The District shall have the sole responsibility of altering, delaying or canceling

Transportation Services during inclement weather. Company shall assist the Board in any

determination of whether Runs or Routes should be canceled due to inclement weather. To this end,

Company shall designate an individual point of contact for weather issues, who shall remain

available to the Board for consultation on a daily basis. Company shall adjust the transportation

schedule to provide transportation within a reasonable time after being notified of the decision to

close or delay the opening of any school building at any time whether before or during the school

day as a result of inclement weather of other circumstance.

3. POLICIES AND PROCEDURES

(a) General. Company will ensure that it and its Drivers and other personnel at all times

comply with the policies and procedures of the Board applicable to the Board’s contractors and to

the performance of Services hereunder (“Board Policies”). The Board may promulgate, update,

revise or change Board Policies in its discretion.

(b) Enumerated Policies. Without limiting the generality of Section 3(a), above,

Company will comply with the policies and procedures enumerated in this Section 3(b). In the

event of an inconsistency between a provision of this Agreement and a published Board Policy, the

specific provision in this Agreement will control unless the Board Policy makes specific reference to

inconsistent term in this Agreement. Company will ensure that:

(i) the posted legal passenger capacity of buses will not be exceeded;

(ii) each Student will have room to sit comfortably on a seat when riding a bus,

with the benefit of “compartmentalization” for safety;

(iii) Students will not be transported when sitting or standing in the aisle of a bus;

(iv) before commencing a Route, Drivers shall personally check each onboard

safety device, including wheelchair tie-downs, cameras, radios, etc., to ensure the devices are

functioning properly;

(v) prior to starting a Run or leaving a parked bus, Drivers shall examine the

exterior and interior of the bus thoroughly, back-to-front and beneath the seats, to ensure

that no Student is left on the bus and there is no contraband present;

(vi) a copy of the current, applicable approved rider list is on board each bus at

all times;

(vi) only persons who are authorized by the Board or by Company in compliance

with this Agreement or Board Policies are permitted to ride on a bus, which authorized

persons will include Students, bus monitors, approved aides, IEP companions, and, only

with respect to Extra-Curricular Trips, approved adult chaperones;

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(vii) Drivers do not transport their own children on their assigned Routes;

(viii) it provides the Board with advance or immediate notice of any anticipated or

actual deviations from standard the day-to-day operation of the Services, including bus

accidents; bus breakdowns, late buses; double Routes; changes in bus stop locations; changes

in pick-up times; bomb threats; high profile incidents (e.g., student injuries on buses, strikes

or walkouts); damage to buses or Board or District Equipment.

(c) Compliance with Laws. Company will comply with all federal, state and local laws,

rules, regulations and requirements applicable to the performance of the Services.

4. RECORDKEEPING AND REPORTING RESPONSIBILITIES. Company

shall keep accurate records and submit regular written reports to the Board on various topics and

categories of information, including the following:

(a) Ridership and bus load data (monthly);

(b) Maintenance status of all Vehicles, including a breakout of all Vehicles currently out

of service, along with an explanation for the out-of-service status (weekly);

(c) Student disciplinary incidents, including detailed write-up of incident (daily, as such

incidents occur);

(d) Student health or medical issues during transport, including detailed write-up of

incident (daily, as such incidents occur);

(e) Accidents reports, including a detailed write-up of the incident (daily). Company

shall make sure the Board and the parents or guardians of affected students are notified immediately

by telephone following any bus accident or incident where a Student is injured;

(f) Accident summary reports (monthly) to be provided by the 10th of each month,

summarizing all accidents that occurred during the previous month;

(g) Late buses (daily);

(h) Report of requests to review on-board video (weekly);

(i) Undeliverable Students (i.e., report of Students whose parent or guardian is not

home or at a stop to receive the child (daily);

(j) Personnel status, including number of Drivers on hand, terminated, in training

(weekly);

(k) Number of aides/attendants used on Vehicles (daily);

(l) Driver absences (daily);

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(m) Use of back-up/substitute Drivers (weekly);

(n) Driver assignment report (daily – automated);

(o) Personnel attrition report (monthly) in the form provided in the RFP or as the Board

may otherwise require, with the first, “baseline” report of each school year due on the first working

day of August, which baseline report will include a recruitment and training plan setting forth how

the Company will meet the Driver staffing levels required for the Dry Run and “live” Routes

thereafter;

(p) Driver evaluation reports (monthly);

(q) Non-District field trips report (monthly, on the 15th), to include a list of all

transportation provided for non-District activities with a breakdown identifying the amount of time

spent on any such trip, the applicable hourly rate for all trips, and the total amount claimed for each

non-District customer;

(r) Such other reports as the Board may reasonably require.

5. DRIVERS AND PERSONNEL

(a) General. Company shall hire and employ all necessary personnel to perform the

Services in a professional manner (collectively, “Personnel”). Personnel shall include bus drivers

(“Drivers”), supervisors, aides and attendants, maintenance staff, route planners, administrative and

support staff, and such other personnel as may be required to perform the Services.

(b) Relationship of Employees. The parties agree that all Personnel shall be deemed the

employees of Company and such Personnel will not be considered employees of the Board for any

reason or purpose. Company shall have the responsibility for hiring, training, retaining and

terminating all Personnel. Company shall direct the place, time and performance by Personnel of the

duties assigned to such Personnel in the manner Company deems appropriate to provide the

Services in accordance with the terms of this Agreement. The Board may notify Company of

reasonable concerns it has as to certain Company Personnel. In such event, Company shall review

the concerns articulated by the Board and take prompt action to address the Board’s concerns in a

manner the Company deems appropriate. The determination of any appropriate corrective actions

or sanctions shall rest with Company alone. Company will respond responsibly and promptly to

such Board requests. Company acknowledges and agrees that its Personnel are not eligible for any

Board or District employee benefits, including, but not limited to: holiday, vacation or sick pay,

social security, Medicare, unemployment or disability insurance, workers’ compensation, health and

welfare benefits, profit sharing, 401(k), or any other employee benefit (collectively, “Employee

Benefits”). Company alone will be responsible for withholding and paying employment-related

taxes for Company Personnel. Company, on behalf of its Personnel, hereby waives any and all rights

to look to the Board or the District for any Employee Benefits, even if a Company Personnel is later

held by a court of competent jurisdiction to be a common-law employee of the Board or the

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District. Company will defend, indemnify, and hold harmless the Board, the District, their Affiliates,

and their respective officers, directors, employees, and agents from and against any entitlement,

assertion, and/or claim to any Employee Benefits made by, or on behalf of, any Company Personnel

in connection with the Services provided under this Agreement.

(c) Supervisor. Company shall appoint a full-time supervisor and manager (“Company

Supervisor”) who shall have day-to-day management and oversight responsibilities over the

Services. The Company Supervisor shall work on-site at Company’s facilities in Chatham County.

Company Supervisor shall have authority to act on behalf of the Company.

(d) Retention.

(i) Company shall set the compensation for all Personnel at levels that in its

discretion are adequate to attract and retain sufficient numbers of qualified and suitable

Drivers and other Personnel to maintain the continuous provision of the Services in a high-

quality manner.

(ii) Company will consider making offers of employment to all school bus

drivers who had been employed to provide student transportation services to the District

during the school year immediately preceding the initial school year during the Term of this

Agreement; provided such prior employees had been employed as of the end of such

preceding school year and had been so employed for a period of not less than 90 days.

Company is not required to make or consider an offer of employment to any prior employee

if Company has reasonable cause to refuse to make such an offer. Any offers of employment

made pursuant to this Section 5(d)(ii) shall be held open by Company for a period of not less

than thirty (30) days. All employees hired pursuant to this Section shall be retained for a

period of at least ninety (90) days after the start of the initial school year, absent reasonable

cause for termination. Should Company determine that it requires the services of fewer

drivers than those who had been employed during the preceding school year, Company shall

consider employment to prior employees on the basis of the driver’s seniority (i.e., length of

continuous service as a driver providing services to the District). Company’s offer of

employment to any prior employee is subject to Company’s determination in its sole

discretion that the prior employee meets all requirements necessary to be an employee in the

position to which such employee is to be assigned, including but not limited to such matters

as insurability, background, licensure and physical condition.

(e) Driver Qualifications and Background. Company shall conduct a criminal

background check, to the greatest extent allowed by applicable law including through national FBI

screening if reasonably available to Company, on all candidates considered for employment as

Personnel under this Agreement. Company shall consider the results of such criminal background

check in making its hiring decisions. Company shall use fingerprinting to ensure positive

identification of all Personnel hired by Company, to the extent fingerprinting identification is

reasonably available to Company under applicable law. Company shall ensure that no Personnel or

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other employee of Company will (i) work, on a permanent or temporary assignment, at a District

school or on a District school bus, or (ii) have contact with Students at a District school or on a

District school bus during the course of his or her employment, if such Personnel or other employee

has pled guilty to or been convicted of any felony crime involving the physical neglect of a child, the

physical injury or death of a child, the sexual exploitation of a child, child cruelty, a sexual offense

where a minor is the victim, the promotion of prostitution of a minor, the sale or purchase of a

minor child, or violation of similar laws of any jurisdiction. Company shall maintain copies of

Bureau of Motor Vehicles/Department of Driver Services abstracts, conviction record transcripts,

and references on all Drivers, all of which shall be made available to Board upon request. Failure to

comply with this section shall be a material breach of this Agreement. All applications for

employment of Personnel must include the following question to be read, answered and signed by

each applicant interviewed to be employed to work or provide Services under this Agreement:

“Have you ever been arrested and/or charged with a crime at any time? If yes, as to each

arrest, supply the following information: Were you charged with a crime? If charged, are the

charges still pending? If so, indicate the nature of the charge, date charged, court of

jurisdiction, case number, and trial date (if scheduled). If the charges are not pending,

indicate the nature of the charge, the date charged, the court of jurisdiction, and the case

number, and specify how the charges were resolved. (Indicate whether by dismissal,

acquittal, conviction, guilty plea, agreement with court or prosecutor, or some other manner

of disposition including expungement under a first offender or similar program.)”

(f) Drugs and Alcohol. Company shall ensure that Drivers do not smoke on any Vehicle

or District property, do not drink any intoxicating beverage on any Vehicle, and are not under the

influence of drugs or alcohol while operating any Vehicle. Company will conduct drug and alcohol

testing of its Personnel in accordance with applicable State and Federal laws and regulations.

(g) Training. Company shall make sure all Personnel are properly trained in the duties

they are employed to provide. Divers shall be able to communicate effectively orally and in writing.

Each Driver will have a valid Commercial Driver’s License. Each Driver will have a certified safe

driving record according to the requirements of Georgia law. Newly-trained Drivers (including

substitutes and backups) will be assigned an open Route for a minimum period of three (3) months

to allow the Driver to familiarize him- or herself with Company’s operations. In addition, Company

will provide training to all Drivers as follows:

(i) Company will ensure that all Drivers have been trained in these areas prior to

driving any Route: harassment training; bullying; cultural proficiency/diversity training;

Student management; crisis intervention; child abuse prevention; special needs training;

Route sheet reading.

(ii) As needed, Company shall make instruction available in the following areas:

pre-trip/post-trip inspection instruction; Initial defensive driving instruction; basic control

skills instruction; Basic operation instruction; road test instruction; emergency equipment

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and specialized equipment instruction; introductory student behavior management pre-

service course; comprehensive in-service student behavior management course; introductory

defensive driving course; comprehensive defensive driving course; remedial driving course

with emphasis on altering driver attitudes; crisis prevention skills development course;

evaluation planning workshop for lift-equipped buses transporting physically challenged

students; and such other areas as the Board may require.

(iii) As part of Company’s Safety Assurance Plan, Company shall provide

mandatory Driver safety training. The training shall consist of a minimum of one (1) two-

hour session per semester with a maximum number of 35 drivers participating in each

session. Drivers who fail to attend will not be permitted to drive any Route or transport any

Student under this Agreement. A roster of participating Drivers will be submitted to the

Board within five (5) working days after each safety training session. Company has sole

responsibility for ensuring that Drivers have received the required safety training under this

Section.

(h) Driver Responsibilities. The primary responsibility of each Driver shall be the safe

transport of Students along established Routes and as otherwise provided herein. Drivers are also

responsible for Student discipline in accordance with the terms of this Agreement.

(i) ID Badges; Uniforms. Company shall require all Drivers to wear identification

badges that clearly display the Driver’s picture and name, which badges shall be provided by the

Company at its expense. Company shall require Drivers to wear uniforms, the design of which

uniforms shall be determined in Company’s reasonable discretion. Company will supply any required

uniforms at its expense.

(j) Staffing. Company shall hire and train all necessary Drivers and other Personnel by

no later than July 15, 2015. Company shall ensure that at least fifty percent (50%) of the full-time

Drivers hired by Company for work under this Agreement will have a minimum of six (6) months

experience as school bus drivers as of the Dry Run day. Company and the Board agree that assigning

a regular driver to each Route minimizes operational and Student management problems. Company

shall assign a regular Driver to each Route. Drivers may be transferred between Routes whenever it

is in the best interests of the Board, Driver, or Students may be served, as may be determined by the

Board or Company; provided that Company will strive for continuity in the assignment of Drivers

to Routes. If a Driver is assigned to a new Route for any reason, such Driver will conduct a “dry

run” of his or her new Route prior to transporting Students along the Route, at no cost to the

Board. Company will develop long-range strategies to retain an experienced workforce. Company

will submit a written plan for such retention annually, at least 30 days prior to the beginning of each

school year. The Company will update the plan on an annual basis.

(k) Substitute/Back-up Drivers. Company shall employ a sufficient number of Drivers,

aides and attendants and support Personnel to ensure the Services are provided in continuous and

reliable manner. Company shall at all times maintain as backup/substitute Personnel a pool (bench)

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of unassigned trained, qualified, certified Drivers equal to ten percent (10%) of the of the workforce

necessary to provide Transportation Services on a daily basis. Substitute/backup Drivers shall fully

comply with all requirements pertaining to Drivers under this Agreement and shall have a minimum

of three (3) months’ school bus driving experience. Substitute drivers include “cover,” “on-call” and

“standby” Personnel and those Drivers not assigned regular Routes but who drive as back-up as

needed. Whenever a regular Driver is off on a planned absence or sick leave of more than two days,

to the extent possible, the same substitute Driver shall be used to cover the entire absence of the

regular Driver.

(l) Student Discipline. Company and the Board acknowledge and agree maintaining

proper Student behavior is necessary for the safety of all persons aboard a school bus. Company

shall be responsible for the maintaining proper Student discipline during all Student transportation.

Company shall report all Student behavior incidents that occur during transportation, through the

issuance of a Board-approved Disciplinary Referral Form (or such other form as may be required),

to the Principal of the Student’s school. A Driver’s primary duty is reporting agent, and Drivers will

not perform acts of discipline. The following guidelines provide a framework for Driver

participation in the Student discipline process:

(i) Drivers shall report Student behavioral issues as provided above.

(ii) School Principals will counsel and work with Students who have been

reported by a Driver in much the same way that the Principal works with classroom

referrals.

(iii) After parents have been advised that a Student has been a disciplinary

problem on the bus, the Principal may remove a Student from the bus for a short period. If

a behavior problem persists, the Principal may remove a Student from the bus permanently.

Parents are to be notified by the Principal in writing and will be provided an opportunity for

a conference on the matter with the Principal.

(iv) Drivers may not remove Students from the bus.

(v) Morning incidents will be reported on same day as occurrence; afternoon

incidents will be reported on the next school day.

(vi) Drivers and other Personnel do not have the authority to suspend, expel or

refuse rider-ship to any transportation-eligible Student.

(m) Aides and Attendants/Monitors. In connection with behavior issues or otherwise,

there may be instances when the Board or Company will consider it necessary to place an adult aide

or attendant on one or more Vehicles for purposes of supervising Student passengers. If the Board

requires the placement of an aide or attendant, Company shall place an aide or attendant as

requested, at the Board’s expense. If Company requires the placement of an aide or attendant, but

the Board does not consider such placement necessary, the cost of such aide or attendant will be the

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responsibility of Company. Company will notify the Board before placing an aide or attendant on a

Vehicle. All aides and attendants placed on a Vehicle shall be deemed Company employees and

Personnel under this Agreement. Company shall be responsible for selection, training and placement

of any such aide or attendant.

(n) Evaluation. Training Personnel shall ride with and observe every Driver at least once

each semester to evaluate driving practices with respect to on-time arrival, bus discipline, safety,

mechanical operation, and conformance with applicable laws, rules and regulations and adherence to

specified Route schedules and methods of Student management (bus discipline). In addition, the

Board may at any time, have a District representative ride with any Driver for the purpose of

observation to ensure compliance with the terms and conditions of this Agreement. Company shall

provide the Board with a monthly summary of Driver evaluations conducted during the previous

month with attached copies of all evaluation reports.

6. BUSES AND EQUIPMENT; FUEL

(a) General. The Board shall provide buses for use by Company in providing

Transportation Services hereunder. Such buses are referred to interchangeably herein as “Buses”

or “Vehicles”. Company is responsible for providing Maintenance Services for such Vehicles in

accordance with the terms of this Agreement. If Company believes it needs additional Vehicles in

order to provide Transportation Services hereunder, Company and the Board will meet to discuss

the actual need for additional buses. If the parties mutually agree that additional Vehicles are

required, the Board will either provide additional Vehicles as needed or make arrangement with

Company for Company to provide such Vehicles. If Company provides any Vehicles for use in

Transportation Services hereunder, Company will ensure that such Vehicles are equipped as required

under this Agreement, including with radios, cameras, etc. The District may inspect the buses at any

time or may authorize an independent consultant to perform such inspections.

(b) Condition and Maintenance. Company shall maintain all Vehicles used to provide

Transportation Services in strict accordance with State and Federal requirements and specifications

and Board requirements, as the Board may establish from time to time. Company shall keep

Vehicles in operating order at all times and ensure that Vehicles successfully pass required bus

inspections. Buses shall be kept clean and free of body damage including minor dents and paint

scrapes of a cosmetic nature. Any signage must be approved by the Board. Bumpers and wheels will

be cleaned as needed to retain a fresh, clean appearance. All buses shall be kept free of graffiti inside

and outside. Seats and seat backs shall be repaired promptly if damaged. If a bus is destroyed and

rendered a total loss or stolen, Company shall make provisions to replace the bus or reimburse the

Board for the value of the loss. All maintenance and service shall at a minimum be performed in

accordance with the manufacturer’s recommendations. All buses shall be maintained in a “like new”

condition at all times. “Like new” is defined as requiring all systems and installed items/equipment

to be maintained so as to provide the same level of safety and functionality as when the vehicle was

delivered new. All defects noted during an inspection shall be corrected within a maximum of fifteen

(15) days from date of inspection. A defect shall be defined as any item requiring repair, adjustment,

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replacement, service, or maintenance. Any defect identified by GADOE, Ga State Patrol, or by

FMCSR as an Out Of Service defect shall render the bus as inoperative until such time as an

appropriate repair has been made. Contractor will provide the District with a “Out of Service List”

on a weekly basis. Company shall use commercially reasonable efforts to maintain a thirty (30) day

repair cycle for any bus identified as “Out of Service” for major repairs. If such 30-day repair cycle

cannot be met due to circumstances beyond the control of Company, Company and the Board will

meet to discuss the reasons for the delay and agree on a reasonable timetable for repair. Company

shall be responsible for any and all damages or loss to or of Facilities, Vehicles, and other equipment

used by Company, whether due to negligence, willful acts, vandalism, theft or other actions or

inactions of Company, its Personnel, other employees or contractors or third parties.

(c) Mechanic/Technician Training. Company will employ as Personnel a sufficient

number of full-time mechanics and technicians to service the Vehicles and provide Company’s

Maintenance Services, and will maintain, at a minimum, a 1:20 ratio of buses to

mechanics/technicians. All diesel mechanics and bus fleet technicians shall have been properly

trained in specialized vehicle and equipment repair applicable to diesel bus or truck maintenance and

repair. A valid CDL is preferred. All such Personnel shall be qualified and competent to repair gas

and diesel engines, transmissions, and operate power/hydraulic/electric equipment and shall have at

least two (2) years’ experience as a mechanic in an automotive, school bus, trucking or heavy

equipment environment, or any equivalent combination of education and experience.

(d) Seatbelts and Restraints. Company will ensure that all seatbelts are in proper working

order where applicable. Company will provide child safety restraint systems as required by law.

Company will supply authorized models of harnesses and child seats as needed at Company’s sole

expense. Company will furnish wheelchair tray storage and wheelchair tie-down on Vehicles as

required for the transportation of Students.

(e) Spares. A “spare” Vehicle is defined as a Vehicle available for replacement of a

regular service Vehicle in the event of a breakdown, maintenance issue, emergency, etc. Company

shall maintain a minimum inventory of spare Vehicles equal ten percent (10%) of the number of

Vehicles required for the provision of all daily Transportation Services in each class size. Spares will

meet the same requirements as other Vehicles under this Agreement (including for installed

equipment) and will be no older than five (5) years and have no more than 100,000 miles of use. All

spare buses will be fully insured.

(f) Storage. Company will store and park buses at the appropriate Facility when not in

use. Company will abide by all City and County ordinances pertaining to the parking of buses. At

any time during the Term, the Board may inspect any and all buses and storage facilities to ensure

compliance with Company’s maintenance obligations hereunder.

(g) Fuel. Company shall use federal tax-exempt fuel for Vehicles and Transportation

Services hereunder. The Board will purchase said tax-exempt fuel for delivery to the storage and

dispensing locations in the applicable Facility. Storage tanks are located at the board’s Facility with a

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minimum capacity of 48,000 gallons (36,000 Diesel and 12,000 Regular). All fuel will remain the

property of the Board. Company is solely responsible for its ordering, custody, safe keeping and

dispensing of such fuel. Company assumes the risk of loss from any loss, misuse, theft or damage.

Company is responsible for the day-to-day maintenance of the dispensing facility and for cleaning

up and remediating spills. Company and the Board will inventory the fuel in the Facility storage

tanks on a monthly basis and will prepare monthly reports detailing fuel utilized for Transportation

Services and remaining fuel available. Company shall not use fuel provided under this Section 6(g)

for any other use than to fuel buses to provide Transportation Services to the Board. Company shall

man the fuel pumps daily and track all transactions. Company shall, at the Board’s option, at any

point in time, upon demand, permit the Board to inspect all books and records regarding the fuel

purchases and dispensing under this Section. The Board may specify the verification and inventory

systems to be utilized by Company.

(h) Signs. Company shall provide route number signs for each Vehicle and shall ensure

that such signs are prominently displayed on all buses as specified by the Board. Seating

assignments, safety rules and appropriate safety signs will be provided and installed by Company in

all buses as required by the Company and/or applicable law.

(i) Radios. The Board will provide two-way FM digital frequency radios for all buses.

Company shall ensure that such radios are used in all buses. Company shall maintain an inventory,

by number and type, of all such radios in use. The Board shall monitor radio procedures and retain

supervisory control of radio procedures. Company is responsible for replacing any two-way FM

digital frequency radio equipment that is or becomes inoperable on buses. The Board will retain

ownership of the two-way FM digital frequency radios, but Company is responsible at its expense,

for maintenance, replacements, installations and upgrades of such two-way FM digital frequency

radios. Company shall provide training on proper use of radios and decorum.

(j) Video Systems. The Board will provide video systems for use in all buses. Company

shall ensure that the video systems are properly installed and operational in all buses. The Board will

specify the location of the cameras. Company is responsible for replacing any video equipment that

is or becomes inoperable on buses. The Video system is a “locked system” and may be accessed

only by authorized personnel (staff designated by the Board and manager and supervisor level

Personnel of Company). The Board will retain ownership of the video systems, but Company is also

responsible, at its expense, for maintenance, replacements, installations and upgrades of such two-

way FM digital frequency radios. Company shall also inspect and service cameras every 22 days. A

log shall be kept by the Company documenting these inspections. Company shall maintain an

inventory, by number and type, of all video system used on buses. Company shall also inspect video

systems during regularly scheduled maintenance and inspections to ensure that the system is

functioning as intended, including during times of extreme weather conditions. Company will ensure

that all recorded video and audio will be archived for a minimum fifteen (15) school days.

(k) System Requirements. All buses shall have one (1) color digital camera with onboard

storage that has the ability to clearly record video and sound; operates with an accurate, visible real-

EXECUTION VERSION

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time clock; has the ability to record driver speed; has the ability to record the activation of the stop

arm; has the ability to record the activation of the hazard lights; has the ability to record the

activation of the 4-way stop lights; has the ability to record when the driver applies the brakes; has

the ability to record when the loading door has been opened; has the ability to record when the

emergency exits are opened; has a full view of all occupants of the bus; has automatic aperture

adjustments to optimize the video image during periods of extreme light dark; has the capability to

permit a secure website link that allows password protected access for digital video review of

security camera videos by authorized Board personnel.

(l) GPS. Company will equip every bus with a GPS system that provides real-time

location tracking of buses. The GPS system must provide for reporting of on-time arrivals, speed

verification, documentation of stops and other reports pertaining to Driver performance. Board

personnel will have access to GPS system.

(m) Maintenance of Equipment. Without limiting any other maintenance obligations set

forth herein, Company shall maintain and keep in good working order all equipment required to be

installed on buses, including radios, video systems and GPS. Company will maintain adequate

reserves of equipment to ensure the continuous operation of such equipment on buses at all times.

(n) Company-Provided Vehicles. If Board and Company agree, the Company may

provide buses, including spares, for Company’s use in providing Services hereunder (“Company-

Provided Vehicles”). Company will only use Company-Provided Vehicles with the prior approval

of the Board. Any Company-Provided Vehicles provided from outside the state of Georgia shall be

fully insured as provided in Section 11 and must be pass all inspections required by the State of

Georgia. Company-Provided Vehicles will be owned by Company. Company may charge the Board

a reasonable rate for the use of the Company-Provided Vehicles as mutually agreed by the parties.

Company-Provided Vehicles shall be maintained and equipped in the same manner as other Vehicles

and buses under this Agreement. Upon expiration or termination of this Agreement for any reason,

the District may, at its option, buy or lease from Company any Company-Provided Vehicles in

accordance with the terms of the Contract Documents (as that term is defined in Section 15(a),

below).

7. FACILITIES; ENVIRONMENTAL MATTERS

(a) Use of Board Facilities. Subject to the terms hereof, the Board grants Company the

non-exclusive right to use and occupy the existing bus parking lot and transportation building

located at 10 Interchange Court, Savannah, GA 31401 (the “Transportation Facility”) and to have

access to the Board’s fueling station located at 2219 Gamble Road, Savannah, GA and any other

facility of the Board or the District as specified by the Board for the duration of the Agreement

(each, a “Facility” and collectively, the “Facilities”). If requested by the Board, Company shall

enter into a written lease or license agreement for one or more of the Facilities, any such lease

agreement to contain such reasonable terms as may be required by the Board.

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(b) Environmental Matters. Company shall be solely responsible for any new or

additional environmental contamination or impairment on or about the Facilities caused or

occasioned by any act or omission of the Company or its agents or Personnel. Company shall not

allow or permit any asbestos, polychlorinated biphenyls, petroleum products or any other hazardous

or toxic materials, wastes and substances as defined, determined or identified as such in any federal,

state or local laws, rules or regulations (any such asbestos, polychlorinated biphenyls, petroleum

products or other materials, wastes and substances being herein collectively called “Hazardous

Materials”) to be located on, in or under the Facilities or any part thereof except gasoline, diesel

fuel, waste oil, used oil or heating oil which may be located in the storage tanks. Company shall have

the right at its own expense to enter upon the property to do any testing or evaluation to verify the

current status of the Facilities. Company shall indemnify and hold harmless the Board, the District,

and their subsidiaries, affiliates and assigns, and each of their respective directors, officers,

employees and agents from any loss, damage, cost or expense the Board or the District may sustain

or suffer as a result of any release of any Hazardous Materials caused by Company, its employees

(including Drivers and other Personnel) or its agents or contractors. Company covenants and

agrees, at its sole cost and expense, to pay (a) the actual costs of removal of any and all Hazardous

Materials from all or any portion of the Facilities or any surrounding areas, (b) additional costs

required to take necessary precautions to protect against the release of Hazardous Materials on, in,

under or affecting the Facilities into the air, any body of water including ground water, any other

public domain or any surrounding areas, and (c) in connection with all or any portion of the

premises or any surrounding areas, costs incurred to comply with all applicable laws, orders,

judgments and regulations with respect to Hazardous Materials, caused by the Company .

(c) Condition. Company shall, at its own expense, keep the Transportation Facility neat,

clean and in a sanitary condition, free of liens and encumbrances and use the Facilities in accordance

with applicable laws, ordinances, rules, regulations and requirements of all governmental authorities.

Company shall be responsible for all repairs (except as provided in 7(g) below) to the Facilities or

improvements it deems necessary for its use.

(d) Fuel. Company shall regularly monitor all fuel storage facilities, and shall take such

steps as are necessary to prevent unauthorized use, waste or spills of fuel.

(e) Waste. Company shall assure that all waste is disposed of in accordance with all

applicable environmental regulations, with the appropriate documentation.

(f) Damage. Company shall permit no waste, damage or injury to the Facilities.

(g) Maintenance. Company shall provide standard building maintenance to the

improvements on the Transportation Facility. The Board shall be responsible only for the repair

and/or replacement of major components of such buildings’ roof and building systems including

HVAC, or other existing physical improvements to the Transportation Facility (excluding

Company's trade fixtures), except to the extent such repair or replacement is occasioned by the

EXECUTION VERSION

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negligence or willful misconduct of Company, its agents or employees (including Drivers or other

Personnel).

(h) Utilities. Company shall pay all telecommunications service, garbage and utilities

expenses during its occupancy of the Transportation Facility.

(i) Security. Company shall maintain adequate security measures at the Transportation

Facility, including video surveillance, to ensure the protection of the Board’s assets. Company shall

ensure that buses are stored securely, on a Facility or as otherwise agreed between the parties, which

security will include 24-hour per day video and audio monitoring, an adequate physical barrier not

less than six (6) feet in height and an automated in-and-out gate system.

8. TERM AND TERMINATION

(a) Term. The initial term of this Agreement shall commence upon the approval of this

Agreement by the Board and mutual execution of this document by the parties and shall continue

for a period of two (2) years thereafter unless earlier terminated as provided herein (“Initial

Term”). Upon the expiration of the Initial Term, this Agreement may be renewed for one (1)

additional one (1) year term (“Renewal Term”) upon the mutual written agreement of the Parties.

The Initial Term and any Renewal Term hereunder will be referred to collectively as the “Term”.

The total length of the Term of this Agreement will not exceed three (3) years unless otherwise

agreed upon by the parties in writing.

(b) Termination. The Board may terminate this Agreement for any reason or no reason

by providing advance written notice of termination to Company at least thirty (30) days prior to the

effective date of termination. The Board may terminate this Agreement “for cause” if Company is

in material breach of any of its obligations, representations or warranties hereunder by providing

advance written notice of termination to Company at least thirty (30) days prior to the effective date

of termination; provided that such termination will only be effective if Company fails to cure such

breach within thirty days of the date of such notice.

(c) Cancellation of Routes. If Company’s performance on a particular Route is

unsatisfactory for three (3) days in any given week, or if Company does not have an assigned regular

Driver for any Route or Routes on a Dry Run day, the Board may cancel such Route(s) or portions

thereof and award such Route(s) to another carrier, or operate such Route(s) directly with Board-

provided Vehicles and equipment (including the Vehicles and equipment Company was using to

service such Route(s)). Company shall be liable to the Board for any additional costs incurred as a

result of providing such alternative service. Unsatisfactory performance for purposes of this Section

may consist of Driver fault, Driver misconduct toward Students, mechanical breakdowns, unfulfilled

Route or Run assignments, late Route performance of ten (10) minutes or more, multiple different

Drivers on a given route, and/or other similar issues with the Services provided. Except as

provided in Section 8(d), below, such cancellation shall be preceded by written notification of

unsatisfactory performance for each Route, and additional notice following each subsequent

instance thereafter. Company shall immediately correct the identified deficiency, or may respond in

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writing, within five (5) calendar days of receipt of such notice as to why the asserted unsatisfactory

performance should be excused. The Board shall make final determination of all matters under this

Section in its reasonable discretion.

(d) Additional Rights. Notwithstanding anything to the contrary in this Agreement,

including any notice and cure periods specified herein, if the Board determines immediate action is

necessary to ensure reliable transportation is available to Students, the Board may take any summary

action it deems necessary in its sole discretion to provide such transportation. The Board will use

reasonable efforts to provide Company with 24 hours’ advance notice of any action taken by the

Board pursuant to this Section 8(d). This Agreement must otherwise be terminated or amended in

accordance with its terms.

(e) Transition Services. Notwithstanding any termination or expiration of this

Agreement, Company agrees to provide Transition Services to the Board after any such termination

or expiration. “Transition Services” means the continued provision of Services by Company in

accordance with the terms of this Agreement for not more than one hundred twenty (120) days

following the expiration or termination of this Agreement (the “Transition Period”). During the

Transition Period, Company will provide the Board with commercially reasonable assistance in

transitioning the Services to an alternate provider of transportation and maintenance services. At the

end of such Transition Period, Company will invoice the Board for the Services provided during

such period, with the fees for such Services to be billed at the rates set forth in this Agreement.

(f) Effects of Termination. Upon the expiration or termination of this Agreement, the

Board will pay Company for Services satisfactorily performed by Company as of the effective date

of such expiration or termination, in accordance with the terms of Sections 9 and 10.

Notwithstanding the foregoing, if the Board terminates this Agreement for cause, then the Board

will have no obligation to make any further payment to company for any outstanding charges or

invoices for Services performed pursuant to this Agreement, and, subject to the Board’s rights under

Section 8(e), Company will have no obligation to continue to provide the Services.

(g) Termination for Lack of Funding. Notwithstanding anything to the contrary in this

Agreement, the parties agree that the fees payable hereunder will be paid solely from appropriations

received by the Savannah-Chatham County Public School System. In the event such appropriations

are determined by the Chief Financial Officer/Comptroller of the District to no longer exist or to be

insufficient with respect to the fees payable hereunder, this Agreement shall terminate without

further obligation of the Board or the District at the end of the applicable fiscal period. In any such

event, an officer of the Board or the District shall certify the same to Company.

9. RATES; DAMAGES FOR PERFORMANCE FAILURE

(a) Rates. The Board will pay Company for the Services in accordance with the Rate

Schedule attached hereto as Exhibit A, which is incorporated herein by this reference. The

transportation-based and personnel rates reflected on the Rate Schedule are the sole source of

compensation for Company under this Agreement. Company is solely responsible for all costs and

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expenses, including out-of-pocket costs, salaries, benefits, etc., it incurs in the performance of the

Services. Company agrees that the rates set forth on Exhibit A have been set to account for

Maintenance Services, including maintenance and repairs based on the lifecycle of buses as follows

(useful life): 16-33 passenger (eight (8) years); 34-72 passenger (twelve (12) years); 73-90 passenger

(fourteen (14) years).

(b) Damages. The parties agree that the failure by Company to perform the Services in

accordance with the terms of this Agreement will damage the Board. The parties agree that the

exact amount of such damages are uncertain and will be extremely difficult or impossible to

ascertain and quantify. Accordingly, the parties agree that Company will pay to the Board as full

liquidated damages for a default listed on Exhibit B, which is attached hereto and incorporated

herein by this reference, the applicable amount(s) set forth on Exhibit B. The amounts set forth on

Exhibit B represent a reasonable liquidation of such damages and are intended not as a penalty, but

as full liquidated damages pursuant to O.C.G.A. § 13-6-7. The liquidated damages set forth on

Exhibit B shall be cumulative for each default. Nothing in this Agreement will be construed as

prohibiting the Board from pursuing any other rights or remedies it may have under this Agreement,

at law or in equity. Notwithstanding anything to the contrary in this Section 9(b) or Exhibit B, the

liquidated damages set forth on Exhibit B will not be assessed for defaults that occur during the first

ten (10) days of each school year during the Term; provided that such suspension of damages will

not affect any of the Board’s other rights or remedies.

(c) Adjustments. The Board and Company will negotiate in good faith to adjust (up or

down, as applicable) the rates and fees payable hereunder under the following circumstances: a

material change (plus or minus 10%) in the volume of Services to be provided hereunder; a change

in the required minimum wage or mandatory benefits that has a direct and material impact on

Company’s out-of-pocket expenses hereunder; a change in any law or regulation that has a direct

and material impact on Company’s out-of-pocket expenses hereunder; or a change in Board or

District policy that has a direct and material impact on Company’s out-of-pocket expenses

hereunder. Company will notify the Board in writing of any such circumstances, and upon the

Board’s receipt of such notice the parties will negotiate in good faith for a period of at least thirty

(30) days (if necessary) to set new fees and rates. If the parties are unable to agree on new fees and

rates, the Company may terminate this Agreement upon ninety (90) days’ advance written notice to

the Board; provided that Company must exercise such termination right no later than ten (10) days

after the conclusion of the negotiation period described in this Section; and further provided that

Company will remain obligated to provide Transition Services as set forth in Section 8(e).

10. BILLING AND PAYMENT

(a) Billing. Company shall invoice the Board for the monthly fees for the Services on or

after the 15th day, but no later than the 30 day, of the month for which such fees are due. Company

will send Invoices for actual fees incurred above the typical estimated monthly amount to the Board

on or before the 10th day of the month following the month in which such fees were incurred. If the

fees are below the typical estimated monthly amount, the Board shall send a statement to the Board

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of overpayment, and the Board shall apply a credit equal to the overpayment to future amounts

owed to Company. “Home to School” Routes shall be invoiced separately and sent to the attention

of Executive Director of Support Services no later than the 10th day of the month following the

month in which such Routes were performed by Company. The Board will not be responsible for

any fees not properly invoiced within the timeframe and on the schedule set forth in this Section

10(a). Company will submit invoices for Extra-Curricular Trips to the applicable schools or

programs by the 15th day of the month following the month in which the Extra-Curricular Trip took

place. The Board and Company will mutually agree on the typical estimated monthly amount before

the commencement of each school year during the Term.

(b) Detail. Each invoice will provide a detailed breakdown of the rates charged,

including by Route or by hour, as applicable. Company will submit a statement showing a summary

off all outstanding invoices (to include the school, invoice number, date billed, date and destination

of trip, and amount due) to the Board on a monthly basis on or before the 15th day.

(c) Offset. The Board may offset any amounts owed by Company to the Board,

including liquidated damages under Section 9(b) and overpayments under Section 10(a) against

amounts owed by the Board to Company. The Board will provide a written description of any

amounts that are offset pursuant to this Section.

(d) Withholding of Fees. In the event the Board, in its discretion, determines that

Company is consistently failing to perform Services in accordance with the terms of this Agreement,

the Board shall withhold payment of ten percent (10%) of the fees owed to Company until such

time as the Board is satisfied that such consistent failure has been adequately remedied.

(e) Services Performed. Notwithstanding anything to the Contrary in this Agreement,

the Board will be responsible for fees only to the extent that the Services related to such fees were

actually performed or provided by Company; provided that if the Board cancels any Routes or

Services later than one (1) day prior to the commencement of the applicable Route or Service, then

Company may charge the Board for any actual expenses incurred as a result of such cancellation. If

school or any Route, Run or Service is cancelled because of weather at least eight (8) hours in

advance, Company may not charge the Board for such cancelled Services.

(f) Correction of Services. If Company fails to provide any Transportation Services

under this Agreement (e.g., if a Driver fails to transport a Student due to Company negligence),

Company will be responsible, at its expense, for correcting such failure or reimbursing the Board for

any associated expenses incurred by the Board to correct such Failure. Company shall actively take

steps to correct any such failure(s) unless directed otherwise by the Board.

11. INSURANCE

(a) General. Company shall obtain and maintain adequate insurance coverage to allow it

to fulfill its obligations hereunder. Without limiting the foregoing, Company will comply with all

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Georgia vehicle liability laws and workers compensation reporting requirements, regulations and

procedures at all times. Valid certificates of insurance must be on file with the Board at all times.

(b) Minimum Coverage. Insurance coverage required to be in place is subject to State

law and may change. At a minimum, Company shall obtain and maintain during the Term coverage

in the following amounts:

(i) Worker’s compensation coverage on all employees as required by applicable

law.

(ii) Commercial General Liability coverage in the minimum amount of

$5,000,000 per incident.

(iii) Automobile Liability coverage equal to $1,000,000 per person and $1,000,000

per incident.

(iv) Casualty insurance in an amount sufficient to cover all Vehicles, equipment

and Facilities used by Company under this Agreement.

(c) Conditions. All coverage must require a minimum of thirty (30) days’ advance notice

of cancellation, with notice to be provided to the Board. Company shall require any subcontractors

to obtain insurance coverage in the amounts and subject to the terms of this Section 11, and

Company shall furnish to the Board certificates of insurance for any such subcontractors. All

insurance policies and/or bonds will be written with insurance companies licensed to do business in

the State of Georgia and subject to the approval of the Board. Commercial general liability and

automobile liability policies must list the District and GA-DOE as additional insureds.

(d) No Waiver. No provision of this Agreement shall be deemed a waiver of the

sovereign immunity of the Board

12. Relationship of Parties. This Agreement is not intended to create, and does not

create, any partnership, joint venture, agency, fiduciary, employment, or other relationship between

the parties, beyond the relationship of independent parties to a commercial contract. Neither party

is, nor will either party hold itself out to be, vested with any authority to bind the other party

contractually, or to act on behalf of the other party as a broker, agent, or otherwise. Company will

not subcontract the Services, or any portion of the Services, nor will it engage independent

contractors to perform the Services or any portion of the Services, without having given the Board

prior written notice.

13. Representations and Warranties. Company represents and warrants to the Board

that: (i) it is a legal entity duly organized, validly existing and in good standing; (ii) it has all requisite

corporate power and authority to execute, deliver and perform its obligations hereunder; (iii) it is

duly licensed, authorized or qualified to do business and is in good standing in every jurisdiction in

which a license, authorization or qualification is required for the ownership or leasing of its assets or

the transaction of business of the character transacted by it, except when the failure to be so

EXECUTION VERSION

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licensed, authorized or qualified would not have a material adverse effect on its ability to fulfill its

obligations hereunder; (iv) it will comply with all laws and regulations applicable to the performance

of its obligations hereunder (including, without limitation, Title VI of the Civil Rights Act) and will

keep and obtain all applicable permits and licenses required of it in connection with its obligations

hereunder; (v) it will avoid deceptive, misleading or unethical practices that could damage the

reputation of the Board; (vi) it is not a party to any agreement with a third party, the performance of

which is reasonably likely to affect adversely its ability or the ability of the Board to perform fully

their respective obligations hereunder; (vii) its performance of its obligations under this Agreement

will not violate any other agreement between Company and any third party; (viii) the Services will be

performed in accordance with the highest professional standards in the applicable area or areas of

expertise required to perform such Services, as well as in accordance with the description of such

Services set forth in this Agreement; and (ix) that all Personnel providing Services under this

Agreement will be eligible to legally work in the United States.

14. Indemnification. Company, at its own expense, will indemnify, defend, and hold

harmless the Board and its assigns, and each of their respective members, directors, officers,

employees and agents from and against any third-party claim, demand or action (“Claim”), and any

losses, debts, costs, expenses (including reasonable attorneys’ fees), damages and liabilities

(collectively, “Losses”) arising therefrom, to the extent such Claim arises out of or is based on

(a) any breach or alleged breach by Company of its obligations, representations or warranties under

this Agreement; (b) the Services or Non-District Trips (including, without limitation, Company’s

provision of Transportation Services under this Agreement, and any bus accidents); and/or

(c) personal injury, death or property damage caused by the fault or negligence of Company, its

employees (including Drivers and other Personnel), contractors or agents.

15. MISCELLANEOUS

(a) Entire Agreement. Except as set forth below with respect to the RFP Documents,

this Agreement constitutes the complete and exclusive agreement between the Parties relating to the

subject matter hereof. It supersedes all prior proposals, understandings and all other agreements,

oral and written, between the Parties relating to this subject matter. The terms and requirement

under SCCPSS REQUEST FOR PROPOSAL #15-68 and all addendums and that certain Letter of

Intent between the parties dated June 17, 2015(“Contract Documents”) thereto are hereby

incorporated into this Agreement and made a part hereof. In the event of a conflict between the

terms of this Agreement and the terms of any Contract Document, the terms of this Agreement

shall control.

(b) Intellectual Property and Data. The Board agrees that, as between the Board and

Company, Company owns all rights, including intellectual property rights, in any computer software

or systems provided by Company for the provision of Services hereunder (“Company Software

and Systems”). The Board will not acquire any ownership rights in Company Software and

Systems by virtue of this Agreement. Any intellectual property rights arising from any materials

created by Company during its performance of this Agreement shall vest in Company. Company

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hereby grants the Board a royalty-free, worldwide license during the Term and any Transition Period

to use, reproduce, distribute, create derivative works of, perform and display, solely to the extent

necessary to make use of the Services provided by Company hereunder, any intellectual property

owned or used by Company in connection with its performance of the Services hereunder, including

Company Software and Systems. Notwithstanding the foregoing, all information and data regarding

Routes, Students and the performance of the Services hereunder, including as embodied in reports

provided by Company and as stored, contained or recorded within Company Software and Systems

(collectively “Data”) will be the property of the Board and to the extent title in such information

and data does not vest with the Board, Company hereby irrevocably assigns all right, title and

interest in and to such information and data to the Board. Upon expiration or termination of this

Agreement for any reason, or at any time during the Term upon the Board’s request, Company will

promptly provide the Board with all Data in Company’s possession in a format as may be reasonably

agreed upon by the parties. In addition to the license granted in this Section 15(b), Company will

allow the Board to access and use Company Software and Systems for a period of One Hundred

Eighty (180) days commencing upon the date of expiration or termination of this Agreement, for

the purpose of accessing Data and transferring the operation of student transportation services to

the Board or its designee.

(c) Applicable Laws. Company acknowledges that certain information pertaining to

Students may be subject to privacy protections under State of Federal law or regulations, including

the Family Educational Rights and Privacy Act (FERPA). Company acknowledges that it will abide

by any and all such laws and regulations. Company further acknowledges that records of the

Services may be subject to the Georgia Open Records Act, O.C.G.A § 50-18-70, et seq. Compliance

with any such request shall be at Company’s expense.

(d) E-Verify. Company will comply with and use the E-Verify program as required by

applicable law. Company will execute and submit all documents as required under such program at

its own expense.

(e) Notices. Any notice provided pursuant to this Agreement will be in writing and will

be deemed given (i) if by hand delivery, upon receipt thereof; (ii) if mailed, five (5) days after deposit

in the U.S. mails, postage prepaid, certified mail return receipt requested; or (iii) if sent via overnight

courier, upon receipt. All notices to Company pertaining to this Agreement will be sent to MV

Transportation, Inc., Attn: Office of the General Counsel, 5910 N. Central Expressway, Suite 1145,

Dallas, TX 75206. In the case of any notice to be provided to the Board under this Agreement,

notice will be sent to Savannah-Chatham County Public School System, Attn: Tammy Perkins,

Executive Director of Support Services, 208 Bull Street, Room 212, Savannah, GA 31401, with a

copy to Leamon Holliday, Esq., Bouhan Falligant LLP, 447 Bull Street, Savannah, Georgia 31401.

Either party may change its address or its designated addressee by giving written notice to the other

party in accordance with the terms of this Section 15(f).

(f) Assignment. Company may not assign this Agreement nor any performance or

obligations hereunder to any third party or subcontractor without the prior written approval of the

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25

Board, other than assignment to an Affiliate (defined below) of Company which agrees in writing to

be bound by the terms and conditions hereof; provided that MV Transportation, Inc. shall be

responsible for any such Affiliate’s performance and obligations under this Agreement. This

Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors

and permitted assigns. For purposes of this Agreement, an “Affiliate” of Company shall mean any

entity that directly or indirectly through one or more intermediaries controls, is controlled by or is

under common control with MV Transportation, Inc. (where “control” is defined as ownership of

fifty percent (50%) or greater of the outstanding shares, securities or interests of such entity).

(g) Waiver. The waiver or failure of either party to exercise any right provided for

herein will not be deemed a waiver of any further right hereunder.

(h) Amendment. This Agreement may not be modified or altered except by written

instrument duly executed by both parties.

(i) Severability. If any provision of this Agreement is held to be invalid, illegal or

unenforceable by a court of competent jurisdiction, such provision will be deemed restated, in

accordance with applicable law, to reflect as nearly as possible the original intentions of the parties,

and the remainder of the Agreement will remain in full force and effect.

(j) Governing Law; Venue. This Agreement and performance hereunder will be

governed by the laws of the State of Georgia, without regard to its conflicts of laws rules. The

parties consent to the exclusive jurisdiction and venue of the courts of applicable subject matter

jurisdiction in Chatham County, State of Georgia. The parties hereby waive all objections to

personal jurisdiction, venue and forum non conveniens.

(k) Survival. Sections 5(b), 7(b), 8(e), 8(f), 10(c), 12, 13, 14, 15(b), 15(c), 15(j) and 15(k)

will survive any termination, expiration or cancellation of this Agreement.

(l) Publicity. Company and the Board will cooperate to maintain a favorable public

image in the Chatham County area and will coordinate all public communication regarding the

Services provided hereunder. Without limiting the generality of the foregoing, unless required by

law, Company will not, without the prior written approval of the Board, make any public statement,

press release, presentation, or other announcement relating to the existence or terms of this

Agreement or the Services performed by Company under this Agreement.

(m) Counterparts. This Agreement may be executed in counterparts, each of which will

constitute an original, and all of which will constitute one agreement.

(n) Section Headings. The Section headings in this Agreement are for convenience only

and shall not limit or otherwise affect any of the terms hereof.

(o) Construction. The Agreement is being made by each of the parties after each party

has had an opportunity to fully review, analyze, and seek advice of legal counsel with respect to this

Agreement and all of its terms.

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26

IN WITNESS WHEREOF, the parties have set their hands as of the Effective Date.

THE BOARD OF PUBLIC EDUCATION FOR THE

CITY OF SAVANNAH AND THE COUNTY OF CHATHAM

By:

Rebecca T. McClain

Chief Financial Officer, SCCPSS

Date of Board Approval:

RELIANT TRANSPORTATION, INC.

By:

Name:

Title:

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27

EXHIBIT A

Fee and Rate Schedule

RFP NO. 15-68 PUPIL TRANSPORTATION SERVICES

Cost including routing Cost excluding routing 1. Specialty Routes (approximately 55): $ 239.38 $ 236.66

2. Regular zoned neighborhoods (Approximately 235): $ 239.38 $ 236.66

3. SPED Routes (approximately 79): $ 239.38 $ 236.66 4. Monitors (daily): $ 114.77 $ 114.77 (Aides/Attendants/Monitors) 5. CBVI (hourly): $ 34.76 $ 34.76 6. Charter Trips (hourly): $ 34.76 $ 34.76 7. Shuttles (daily per shuttle): $ 69.51 $ 69.51 8. Other trips (hourly): $ 34.76 $ 34.76 (Non-District trips) 9. Spare buses (monthly rate): $ 1,776.97 $ 1,776.97 10. Maintenance (Annually): $ 2,381,572.34 $ 2,381,572.34

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EXHIBIT B

Liquidated Damages Schedule

In accordance with the terms of Section 9 (b) of the Agreement, the liquidated damages will be assessed against Company for the following defaults in the amount indicated:

a. $500.00 shall be assessed for each incident of the following: (If an entire route is missed, the liquidated damage assessment will be $500.00).

1. Morning trip, including all field trips missed or exceeds 10 – minute delay.

2. Afternoon trip missed or exceeds 10 – minute delay. 3. Driver violates Board Policies.

4. Driver fails to follow District approved route.

b. $500.00 charges shall be assessed for each incident of the following:

1. Failure to assign a regular driver to a Route pursuant to Section 5(j) of the Agreement.

2. Driver misses stop or fails to pick up or drop off student(s).

3. Failure of a Driver to keep up-to-date route cards on route description.

4. Failure to clean a dirty bus (interior and exterior) within twenty-four hours of notice.

5. Failure to display route numbers 6. Inconsistent or incorrect information provided by Company’s staff.

7. Failure to abide by the designated travel times set forth in Section 2(a)(v) (one (1) hour for SPED and one and a half (1 ½) hours for others).

8. Failure of Video System

9. Failure to provide appropriate equipment on the bus (e.g., safety vests, car seats, etc).

10. Failure to appropriately staff buses (e.g., aides/attendants not on buses as required).

c. $500.00 shall be assessed for each instance when a field supervisor is absent from his/her assignment.

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d. $500.00 shall be assessed for each Run or Route on Dry Run day that is not driven by the Driver who is permanently assigned to such Run or Route.

e. $500.00 shall be assessed for Company’s failure to report each accident or incident in a timely manner as prescribed by the Agreement.

f. $500.00 shall be assessed for each incident of documented misconduct by a Driver. g. $500.00 shall be assessed for each incident or for delays in service as a result of a

private charter trip. h. $500.00 per day shall be assessed if Company fails to provide the designated number

of spare Vehicles under Section 6(e) of the Agreement. i. $500.00 per day if Company fail to have a ten (10%) percent backup/substitute

Personnel pool as provided in Section 5(k) of the Agreement. j. $1,000 per day for buses not repaired within 15 days of damage.

Liquidated damages will not be assessed for trip delays if the District determines, in its sole judgment that such delays were clearly and unquestionably caused by factors totally beyond the control of the Company. As indicated in Section 9(b) of the Agreement, liquidated damages assessed pursuant to the foregoing schedule will be cumulative, including if a single incident triggers multiple defaults (e.g., if a failure to maintain an adequate pool of substitute drivers causes a Route to be missed, two liquidated damage awards will be assessed).