Student Transportation Services GSA 1

FOURTH AMENDMENT (TO FIRST RENEWAL 2019-2024) TO THE AGREEMENT FOR TRANSPORTATION OF STUDENTS BETWEEN THE SCHOOL BOARD OF DUVAL COUNTY, FLORIDA, AND STUDENT TRANSPORTATION OF AMERICA, INC. This Fourth Amendment to the Agreement for Transportation of Students (the "Amendment"), is made and entered into dated October 10, 2022, and effective August 1, 2022, and is by and between The School Board of Duval County, Florida, operating a district school system in the State of Florida (the "District"), and Student Transportation of America, Inc., a Delaware corporation authorized to transact business in Florida (the "Contractor"). Whereas, the Contractor has not been able to hire enough school bus drivers and monitors to cover all routes required per this contract. As result, the contractor acknowledges that they cannot meet the minimum mileage requirements in the contract due to their lack of available drivers and monitors. Whereas, the District acknowledges that COVID-19 fears and concerns

amct acknowledges that COVID-19 fears and concerns amongst\nthe workforce has had an impact on the availability of school bus drivers and monitors.\nAs a result, the District acknowledges that extra measures need to be taken by the\nContractor to recruit and retain school bus drivers and monitors to obtain successful\ncoverage of the school bus routes on this contract.\n\nNOW, THEREFORE, in consideration of the mutual covenants and conditions\ncontained herein, the parties agree as follows:\n\n1: Recitals. The recitals set forth above are true and correct and incorporated herein\nby this reference.\n\n2. Background. This Amendment pertains to the Agreement for the Transportation of\nStudents for Geographic Service Area (GSA) 1 (Fletcher/Sandalwood) dated effective\nFebruary 5, 2014 , together with the related RFQ/ITB-023-14/DB (the RFQ/ITB), issued\nNovember 8, 2013 between the District and Contractor) as well as the First Renewal\neffective September 12, 2018 and the First Amendment (to the First Renewal 2019-24)\nissued May 19, 2020 (known as the COVID Amendment) and the Second Amendment (to\nthe First Renewal) issued December 7, 2021 and the Third Amendment (known as the\nVan Amendment) issued May 3, 2022,\n\n3. Effective Date. The effective date of this Amendment is August 1, 2022.\n\n4. Definitions. The capitalized terms used herein shall have the same definitions set\nforth in the Agreement, unless specifically otherwise indicated in this Amendment.\n\n5. Term. The District and Contractor have agreed to amend the scope of services\nand compensation paid and performance guarantees assessed for this Agreement during\nthe 2022-2023 contract year, which in no event will the amendment set forth herein extend\nbeyond July 31, 2023, marking the conclusion of the current contact year (ending July\n31st, 2023).\n\n6. Recruiting and Retention Plan. The Contractor agrees to implement during the\n2022-23 contract year a comprehensive recruiting and retention plan until the Contractor\n\n1\n" "obtains sufficient employees to cover route and a minimum twelve percent (12%) pool\n(bench) of certified back-up school bus drivers and school bus monitors. The recruiting\nand retention plan shall include retention bonuses, recruitment bonuses, and advertising\nper dollar amounts provided via Attachment A. Costs shown are combined to support all\nof the contractor's GSA contracts within our District. Contractor costs that are combined\nwith costs from other non-DCPS Contractor costs shall not be eligible for consideration\nunder this provision. Contractor\u2019s implementation of the recruiting and retention plan will\nbe considered fulfilled by the District and no additional expenditures, via Attachment A,\nwill be required at the time Contractor obtains sufficient employees to cover the route and\na minimum twelve percent (12%) pool (bench) of certified back-up school bus drivers and\nschool bus monitors. For the avoidance of. doubt, in no event will expenditures of\nAttachment A funds be required beyond the current contract year ending on July 31,\n2023. Our District acknowledges that driver salary increases above and beyond funding\nprovided by 2022-23 CPI cost increase serve as additional consideration to the benefit of\nour district to promote recruiting and retention.\n\nT. Performance Guarantee Waiver. The District agrees to waive performance\nguarantees as set forth in Section 3.1.11.9 ofthe RFQ/ITB for violations of Section 3.0.10\n(Back-up Personnel), Section 3.0.9.2 G (Personnel) and Exhibit B, Section C,\nAdministrative Number 14. Failure to provide personnel contractually required for the\ncurrent contract year ending on July 31, 2023. The District shall continue to assess all\nother performance guarantees available under the current contract should current\nperformance continue to remain non-compliant and/or unacceptable with contract\nrequirements despite the Contractor's best efforts with their recruitment and retention plan.\n\n8. Recruitment and Retention Plan Performance. Contractor agrees to provide\nevidence of good faith execution of the recruitment and retention plan and supportive\nfinancial information to enable the District (including District auditors) to verify their costs.\nWith each invoice submitted by Contractor, Contractor affirms that it has expended.funds\nin recruitment and retention efforts in the execution of their recruitment and retention plan\nand will provide written, verifiable raw receipts with each invoice payment to enable the\nDistrict to document the amount of recruitment and retention plan expenditures. These\ndocuments will be submitted until such time as the dollar amount required per this\namendment is reached. The Contractor's failure to reach the required recruitment and\nretention cost amount (i.e., a shortfall) specified within this Amendment within this current\n2022-23 contract year will allow the District to deduct that same, specific shortfall of cost\nfrom the contractor's invoice on or before the final contractor's invoice for this contract\nyear. This amount of shortfall will be determined based upon written proof provided by\nthe Contractor and accepted by the District to verify Contractor costs incurred.\n\n9. Federal Funds. The District uses federal funds for portions of its payment\npursuant to the Agreement; accordingly, Contractor shall execute and deliver to the\nDistrict, concurrent with its signature of the Agreement the following in composite Exhibit\nA, all of which shall be incorporated into the Agreement by this reference as: (a) Federal\nRegulatory Compliance Statement; (b) Certification Regarding Drug-Free Workplace\nRequirements; (c) Certification Regarding Debarment, Suspension, Ineligibility and\nVoluntary Exclusion; and (d) Non-Collusion Affidavit.\n\n10 No Effect on Future Arrangements. Except as specifically set forth herein, no\nprovision of this Amendment related to the 2022-2023 school year shall be construed so\n" "as to set a precedent, negate, modify or affect in any way the provisions of any future\nagreement or arrangement between the Parties for any subsequent periods.\n\n11. Authority. The District and Contractor represent and warrant to each other that\neach party has full right and authority to execute and perform its obligations under the\nAgreement as modified by this Amendment, and each party and the person(s) signing this\nAmendment on each party\u2019s behalf represent and warrant to the other party that such\nperson(s) are duly authorized to execute this Amendment on the respective party\u2019s behalf\nwithout further consent or approval by anyone.\n\n\u201a12. Miscellaneous. This Amendment is the entire agreement of the parties regarding\n\nmodifications of the Agreement provided herein, supersedes all prior agreements and\nunderstandings regarding such subject matter, may be modified only by a writing executed\nby the party against whom the modification is sought to be enforced, and shall bind and\nbenefit the parties and their respective successors, legal representatives and assigns. The\nAgreement is ratified and confirmed in full force and effect in accordance with its terms,\nas amended hereby. In the event of any conflict between the Agreement and this\nAmendment, the provisions of this Amendment shall control.\n\n13. Counterpart and Facsimile Signatures. This Amendment may be executed in one\n\nor more counterparts, each of which will be deemed an original, but all such counterparts\nwill together constitute but one and the same instrument.\n\n[Signature on Following Page]\n" "[Signature Page to Second Amendment to Agreement\nfor Transportation of Students between\nThe School Board of Duval County, Florida, and\nStudent Transportation of America, Inc.\nFor GSA 1 (Fletcher/Sandalwood)]\n\nIN WITNESS WHEREOF, the District and the Contractor have each caused this\nAmendment to be signed and delivered by its duly authorized officer, all as of the effective\ndate set forth above.\n\nSCHOOL BOARD OF DUVAL COUNTY,\nFLORIDA\n\nSuperintendent of Schools and\nEx-Officio Secretary to the Board\n\nid\n\nForm Apprgfed\u201d |\n\nTitle: vP Operak ans\n" "EXHIBIT A - COMPOSITE FEDERAL FORMS\nFEDERAL REGULATORY COMPLIANCE STATEMENT\n\nThe purpose of this document is to assure compliance by the Contractor (defined as any\nindividual or company who agrees to provide materials or services at a specified price) to\nthose certain clauses, provisions and requirements as described by applicable Federal\nRegulations, which apply to any resulting agreement between The School Board of Duval\nCounty, Florida (DCPS) and the Contractor. By signature, the individual executing this\nstatement attests that he/she possesses authority to obligate the contracting firm and\nagrees to comply with all clauses, provisions and requirements as described below\nthroughout the term of the agreement.\n\n1. The Contractor agrees to allow reasonable access by DCPS, the Federal granting\nagency, the Comptroller General of the United States or any of their duly authorized\nrepresentatives to the Contractor\u2019s books, documents, papers and records which are\ndirectly pertinent to the contract for the purpose of making audit, examination, excerpts\nand transcriptions.\n\n2. The Contractor agrees to maintain all records related to this agreement for a period\nof three years after the final payment for the agreement and after all other matters are\nclosed.\n\n3. The Contractor affirms that it is equal opportunity and affirmative action employer\nand shall comply with all applicable federal, state and local laws and regulations including,\nbut not limited to: Executive Order 11246 as amended by 11375 and 12086; 12138;\n11625; 11758; 12073; the Rehabilitation Act of 1973, as amended; the Vietnam Era\nVeterans Readjustment Assistance Act of 1975; Civil Rights Act of 1964; Equal Pay Act\nof 1963; Age Discrimination Act of 1967; Immigration Reform and Control Act of 1986;\nPublic Law 95-507; the Americans with Disabilities Act; 41 CFR Part 60 and any additions\nor amendments thereto.\n\n4. The Contractor agrees to a provision for non-appropriations, whereby the contract\nwill terminate if sufficient funds are not appropriated in any given fiscal year to allow DCPS\nto sustain the cost (if applicable).\n\n5, The Contractor agrees to properly complete and submit to DCPS a federal\ndebarment certification form for each renewal year of the Contract, if renewals apply.\n\n6. The Contractor agrees to properly complete and submit to DCPS a non-collusion\naffidavit.\n\nT. The Contractor agrees to properly complete and submit to DCPS a federal drug\nfree workplace certification form.\n\n8. The Contractor agrees the DCPS may terminate the contract at any time for any\n\nreason. Ifterminated for cause, the Contractor agrees the DCPS may seek remedies for\ndamages, if applicable.\n9. The Contractor agrees to comply with all applicable environmental standards,\norders or requirements.\n\nCONTRACTOR: Student Transportation of America, Inc., a Delaware corporation\nauthorized to transact business in Florida\n\nPRINT NAME OF AUTHORIZED REPRESENTATIVE: Veni 5 Gallaahur Ir\nSIGNATURE OF AUTHORIZED REPRESENTATIVE:\nTITLE: UV Optmati inS\n"