STUDENT TRANSPORTATION SERVICES AGREEMENT

THIS AGREEMENT is made and entered into as of the 26th day of June,

2019, by and between the Santa Ana Unified School District hereinafter

called "DISTRICT" and OC Transit, Inc., hereinafter called

"CONTRACTOR."

NOW, THEREFORE, in consideration of the covenants hereinafter

contained, the parties agree as follows:

1. TERM

The term of this Agreement shall commence July 1, 2019 and shall

continue through, June 30, 2021.

2. SCOPE OF SERVICES REQUIRED

CONTRACTOR shall, during the term of this Agreement, supply and

"Basic Transportation" shall mean the safe and convenient

transportation of any and all pupils who are designated by DISTRICT to

be transported between school and a point reasonably close to the

pupils' homes. Such transportation shall be provided for each and

every day that school is convened and in accordance with bus routes

and schedules submitted by CONTRACTOR to DISTRICT and approved by

DISTRICT.

"Supplemental Transportation" shall mean the safe and convenient

transportation of any and all pupils or other authorized persons as

to CONTRACTOR all sums due and owing and calculated in accordance with

the rates set forth in Exhibit A attached hereto and made a part

hereof, as may be adjusted from time to time as provided herein. Not

later than the 10 working days after the end of each month during the

term of this Agreement, CONTRACTOR will submit to DISTRICT a statement

of its services rendered during the preceding month. After

verification of the statement, DISTRICT shall pay the amount due to

CONTRACTOR on or before the 30th day of the month in which the

statement has been submitted.

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 April of the expiring Contract Year and denominator of which

shall be the CPI for the April immediately preceding the commencement

of the expiring Contract Year.

For purposes of this agreement, "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,

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In the event, DISTRICT's transportation needs materially change during

the term of this Agreement, including any extensions or renewals

hereof, then at the request of either party, the rate(s) of

compensation payable hereunder shall be renegotiated.

4. ROUTES AND SCHEDULES

DISTRICT shall be responsible for planning all routes, stops and

schedules. DISTRICT will furnish CONTRACTOR a complete route map and

copies of all routes and corresponding Left/Rights, including a route

standard, on or before 10 days prior to the opening of school

follows:

 Interstate Highways – 55 MPH

DISTRICT reserves the right to establish the routes, stops, and

schedules to be followed and to make changes therein from time to

time. DISTRICT shall notify CONTRACTOR whenever changes are necessary

in routes, stops, and schedules and CONTRACTOR shall make a reasonable

effort to adjust its operations to incorporate such changes within

three (3) business days after notice is received from DISTRICT.

6. RECORDS AND REPORTS

CONTRACTOR shall provide those reports and records, which may be

reasonably requested by DISTRICT and necessary for proper payment for

employees harmless and does hereby indemnify DISTRICT, its governing

board, officers and employees from and against every claim or demand

which may be made by any person, firm or corporation, or other entity

arising from or caused by any act of neglect, default or omission of

CONTRACTOR in the performance of this Agreement, except to the extent

that such claim or demand arises from or is caused by the negligence

or willful misconduct of DISTRICT, its agents or employees.

To the extent permitted by law, DISTRICT shall hold CONTRACTOR, its

officers, employees, agents, successors and assigns harmless and does

employees.

8. INSURANCE

CONTRACTOR shall, at its expense, procure and keep in force during the

entire term of this Agreement, public liability and property damage

liability insurance protecting DISTRICT, its board, officers,

employees and agents, and CONTRACTOR, its drivers and other personnel.

CONTRACTOR shall, so long as available at reasonable prices form

standard markets in the property and casualty insurance industry,

provide limits of liability of not less than Five Million Dollars

insurance evidencing such coverage and designating DISTRICT as an

additional insured. Workers' compensation insurance shall be

maintained as required by law, or contractor shall undertake self-

insurance in accordance with applicable state law, as will protect the

contractor from claims, which may arise from its operation under the

contract. All insurance policies shall provide that no coverage shall

be canceled except by ten (10) days written notice to CONTRACTOR and

$750,000 to guarantee the faithful performance of CONTRACTOR's duties

under this Agreement. Such performance security may be in the form of

a performance bond or other security acceptable to DISTRICT and

CONTRACTOR. DISTRICT may waive this requirement for performance

security at any time.

In the event CONTRACTOR is unable to provide the transportation

services herein specified because of any act of God, civil

disturbance, fire, flood, riot, war, picketing, strike, lockout, labor

In the event of inclement weather or impassability of roads or

whenever school is canceled, delayed or is dismissed early, 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.

CONTRACTOR shall be responsible for implementing and maintaining a

comprehensive pupil transportation safety program. A summary of the

13. MANAGEMENT PERSONNEL

for the efficient operation of the transportation services furnished

CONTRACTOR shall inform DISTRICT of the name(s), address(s), and

emergency contact information of such management personnel. A manager

and mechanic shall be on duty at all times a school bus is being used

in the performance of this contract.

14. OPERATIONS PERSONNEL/DRIVER QUALIFICATIONS

CONTRACTOR shall employ a sufficient number of drivers and support

personnel to assure DISTRICT of continuous and reliable service.

child to any impropriety of word or conduct, nor shall CONTRACTOR allow

any person to drive a school bus who is not in a condition of mental and

emotional stability. The CONTRACTOR shall comply with Section 45125.1

of the Education Code of California.

CONTRACTOR shall not knowingly permit its drivers to smoke on the bus

nor to drink any intoxicating beverage or be under the influence of

alcohol or drugs, prescription and non-prescription drugs, which

impair the safe operation of the bus, while operating any bus.

may be deemed offensive must be covered during the course of the

driver performing their duties.

CONTRACTOR shall be responsible for hiring and discharging personnel

employed by CONTRACTOR to perform its obligations hereunder; provided,

however, that DISTRICT shall have the right to require CONTRACTOR to

remove from service under this Agreement any employee who, in

DISTRICT's sole discretion, is deemed unsuitable for the performance

of transportation services for DISTRICT; and provided further that

DISTRICT shall make such request in writing and state the reasons

not be running due to a school closure. Drivers scheduled for routes

for the CONTRACTOR to backfill any open routes for operating school

sites.

CONTRACTOR shall provide qualified drivers, trained and licensed in

accordance with the laws of the State of California and the rules and

regulations of DISTRICT. Accordingly, CONTRACTOR agrees that each

driver shall:

(a) Possess a valid commercial license or permit issued by the State

The physical examination shall be conducted prior to employment and

periodically thereafter as required by law.

(c) Successfully complete a course of training, including instruction

in school bus safety, pupil 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.

(d) Possess a satisfactory driving record and criminal history record,

(e) In addition to federal and state regulations, a drug and alcohol

screen will be required of school bus drivers subsequent to any accident

where there has been an injury and/or an involved vehicle has needed to

be towed away that involves the van driver. The screens must be

performed by a reputable clinic and the results kept on file throughout

the duration of the employment with the CONTRACTOR and shall be subject

to inspection by the DISTRICT. The cost of the screen shall be the

substances in the body and such tests as may clinically reveal

alcoholism or alcohol misuse. Negative findings for such tests shall

be a condition of employment.

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

Transportation, Federal Highway Administration in rendering

transportation services regulated by that agency. (g) Meet any other

criteria required by law or by DISTRICT's policies, rules or

regulations.

CONTRACTOR shall hold each driver responsible for:

(a) Supervising the loading and unloading of his or her bus at every

pick-up and delivery point.

(d) Carrying appropriate identification at all times while on duty.

(e) Carrying a timepiece while on duty so that the driver can maintain

established schedule times.

All school buses supplied by CONTRACTOR in performance of this

Agreement shall meet or exceed the standards established by the laws

and regulations of the State of California. CONTRACTOR shall maintain

Conventionals - twelve (12) model years.

Transit Style - fifteen (15) model years.

Unless CONTRACTOR receives written approved by DISTRICT.

CONTRACTOR shall provide buses in sufficient number to efficiently

transport all pupils for whom DISTRICT orders services, including a

ten percent ratio of spare buses to ensure continuous service without

interruption. Buses shall be of sufficient capacity to permit every

pupil transported to be seated. All busses assigned to the District

shall be fitted with both front and rear air conditioning units.

16. PUPIL DISCIPLINE/VANDALISM

pupil from transportation services hereunder shall rest with DISTRICT.

required to safely and properly operate CONTRACTOR's buses. Each

driver shall handle all disciplinary matters in strict accordance with

DISTRICT policy. In no case will a driver eject a pupil from a bus for

misbehavior except in the event of an extreme emergency endangering

the safety of the pupil, other pupils, the driver or the bus

assistant, and then only after radio notice to CONTRACTOR's terminal

and to the pupil's building principal. All discipline problems shall

be reported in writing following completion of the route. Further

procedures and regulations for the administration of discipline shall

caused by such pupil are paid in full.

17. 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 DISTRICT. CONTRACTOR shall minimize driver park-outs as

to avoid possible delays in arrival to the District for their first

scheduled daily pickup.

18. ASSIGNMENT

If either party shall willfully violate any of the covenants or duties

imposed upon it by this Agreement, such willful violation shall

entitle the other party to terminate this Agreement. The party

desiring to terminate for such cause shall give the offending party

thirty (30) days written notice to remedy the violation. If at the end

of such time the party notified has not removed the cause of complaint

or remedied the purported violation, then this Agreement shall be

deemed terminated.

20. SURVIVAL

INDEMNIFICATION hereof shall survive the termination or expiration of

21. STATUS OF CONTRACTOR

In the interpretation of this Agreement and the relations between

CONTRACTOR and DISTRICT, CONTRACTOR shall be construed as being an

independent contractor employed to provide transportation services

only. Neither CONTRACTOR nor any of its employees shall be held or

deemed in any way to be an agent, employee or official of DISTRICT.

CONTRACTOR shall be responsible for, and hold DISTRICT harmless from

accordance with the laws of the State of California. All references in

this contract to the "State" shall mean the State of California.

23. SEVERABILITY

In the event any provision specified herein 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 Agreement

shall remain in full force and effect.

24. EXTENSION AND MODIFICATION

All notices to be given by the parties to this Agreement shall be in

writing and served by depositing same in the United States Mail,

postage prepaid, registered or certified mail.

Notices to DISTRICT shall be addressed to:

Santa Ana Unified School District

1601 E. Chestnut Ave.

Santa Ana, Ca., 92701-6322

Durham School Services, LP.

Warrenville, IL 60555