LIMITED SCHOOL SERVICES TRANSPORTATION AGREEMENT

This Limited School Services Transportation Agreement is made and entered into as of this ____
day of ______________ 2019, at Dayton, Ohio, by and between Dayton Board of Education, 115 S.
Ludlow Street, Dayton, Ohio 45402 (DPS), and the Greater Dayton Regional Transit Authority, 4
South Main Street, Dayton, Ohio 45402 (RTA).

The purpose of this Agreement is for the document the commitments of the parties related to the
limited school service known as “LS” which will transport DPS high school students and the
general public to and from DPS locations on various scheduled bus routes throughout the Dayton
region.

In consideration of the mutual covenants and agreements set forth below, the adequacy and
sufficiency of which are hereby acknowledged, the parties agree as follows:

1. SERVICES AND BUSES.

1.1 Transportation Services. The RTA shall provide transportation services during the
Term set forth in Section 3 of this Agreement, such services known as LS with any
changes such as stop, routing and bell times to be determined mutually by the
parties, as necessary to provide optimum service. The estimated schedule is
attached hereto as Exhibit A.

1.2 All buses utilized by the RTA to satisfy its duties under this Agreement shall at all
times comply with all federal, state, and municipal laws for a public transportation
service. RTA employs state-of-the-art technology to support the safety and
security on its fleet including digital video and audio, two-way communications
and covert alarm systems in addition to field supervision to monitor and ensure a
safe operating environment.

RTA shall perform criminal background checks and obtain satisfactory driving
histories of each driver. RTA will not employ any driver that does not meet the
minimum qualifications for a driving position.

1.3 LS services will be operating during the hours defined by the schedule in Exhibit
“A” on in-service school days per the DPS Calendar.

2. RATES.

2.1 DPS will provide a one-time payment not-to-exceed $801,730.25 to RTA on August 1,
2019 in order to restore and install Computer-Aided Dispatching, Automatic Vehicle
Location (CAD/AVL), radio communication, and camera system equipment in the LS
Service fleet.

2.2 DPS will compensate the RTA for the estimated daily costs of LS service during the
Term of this Agreement. Payments will be made in ten (10) monthly installments due
the 1st of each month starting in August.
 First year costs are estimated at $3,202,680, or ten (10) monthly installments of $320,268,
based upon the estimate of 155 daily service hours. This total amount to be adjusted
based upon any changes agreed to by the parties prior to the start of the school year.

In each subsequent year of this agreement, the total annual rate shall be adjusted annually,
starting January 1, 2020, by the amount of change in the U.S. City Average All Items
Consumer Price Index for the most recent twelve-month period available.

3. TERM.

3.1 The Term of this Agreement shall be from August 1, 2019, to June 30, 2024
(“Term”).

3.2 The RTA, and DPS acknowledge that the arrangement reflected in this
Agreement should be beneficial to all parties and express their intent that
all parties desire for the Agreement to continue past the Term set forth in
Paragraph 3.1.

3.3.1 Any such continuation shall be reflected in a separate agreement, and the
Parties hereby express their good faith intention to continue this
relationship upon mutually agreeable terms.

3.3.2 Subject to the termination provisions of Paragraph 6, it is understood and

agreed that after the Term, this Agreement will automatically renew for
three (3) additional years (the “Renewal Term”). At the end of the
Renewal Term, the Agreement may be further extended upon the mutual
written agreement of the parties.

4. STATUS OF PARTIES.

4.1 It is the intention and understanding of the parties that the RTA is a political
subdivision of the State of Ohio and that no employer/employee relationship or
agency relationship of any kind has been or is created between the parties by this
Agreement.

5. INSURANCE.

5.1 The RTA warrants and acknowledges that it has in place all insurance and/or
self-insurance required by state or federal, state and municipal laws for a public
transportation service and acknowledges that DPS are in no way an insurer of any
of the services provided by the RTA in this Agreement. RTA shall provide and pay
for commercial general liability and commercial automotive liability in a combined
single limit of no less than five million dollars including owned, hired, and non-
owned vehicles, and statutory coverage for workers’ compensation insurance.
DPS shall be named as Additional Insured on the general and automobile liability
policies. RTA shall provide to DPS a Certificate of Insurance naming upon
 execution of this agreement, and upon request anytime thereafter.

6. TERMINATION.

6.1 Either party may terminate this Agreement for any reason after one hundred
twenty (120) days advance written notice to the other parties during the Initial
Term or Renewal Term of the agreement. In the event of termination, RTA agrees
to reimburse DPS for any unused portion of their quarterly payment.

7. MISCELLANEOUS.

7.1 Assignment. This Agreement shall not be assigned by either party without the
prior written consent of the other party.

7.2 Modification. This Agreement shall not be modified or amended except in writing
signed by the parties hereto.

7.3 Waiver. No waiver of any provision of this Agreement shall be valid unless
the same is in writing and signed by the party against whom it is sought to be
enforced. No waiver of any provision of this Agreement at any time will be
deemed the waiver of any other provision of this Agreement at such time or will
be deemed the waiver of such provision at any other time.

7.4 Severability. The invalidity or unenforceability of any provision or section of

this Agreement shall in no way affect the validity or enforceability of any other
provision or section hereof.

7.5 Captions. The captions in this Agreement are for convenience only and shall not
be construed in any way to limit or interpret any term hereof.

7.6 Governing Law. This Agreement shall be governed by, enforced under, and
construed in accordance with the laws of the State of Ohio, without regard to its
conflict of laws principles. Both Parties herby consent to exclusive jurisdiction and
venue in the state courts in and for Montgomery County, Ohio.

7.7 Notice. Any and all notices required or provided for in this Agreement shall
be deemed made when placed in the mail, postage pre-paid, and addressed to the
respective parties as hereinafter set forth:

As to DPS: Superintendent
115 S. Ludlow Street
Dayton, Ohio 45402

As to the RTA: The Chief Executive Officer

4 South Main Street
Dayton, Ohio 45402

7.8 Exclusivity. Nothing in this Agreement shall be construed to restrict the rights of
 the general public from utilizing the services which shall be provided herein.

7.9 Force Majeure. Any delay in or failure by either Party in performance of this
Agreement shall be excused if and to the extent such delay or failure is caused by
occurrences beyond the control of the affected Party including, but not limited to,
decrees or restraints of Government, acts of God, strikes, work stoppage or other
labor disturbances, war or sabotage (each being a “Force Majeure Event”). The
affected Party will promptly notify the other Party upon becoming aware that any
Force Majeure has occurred or is likely to occur and will use its best efforts to
minimize any resulting delay in or interference with the performance of its
obligations under this Agreement. This provision includes the cancellation of
regularly schedule classes due to inclement weather.

7.10 Entire Agreement; Amendment. This Agreement and the exhibits attached hereto
contain the full and complete understanding and agreement between the Parties
relating to the subject matter hereof and supersede all prior and contemporary
understandings and agreements, whether oral or written, relating such subject
matter hereof. This Agreement may be executed in one or more counterparts and
by exchange of signed counterparts transmitted by facsimile, each of which shall
be deemed an original and all of which, when taken together, shall constitute one
and the same original instrument. The Agreement may only be amended or
modified only if in writing and signed by both Parties

IN WITNESS WHEREOF, this Agreement has been executed as of the date first written above.

Dayton Board of Education :

By: ____________________________

Title:____________________________

Date:____________________________

Greater Dayton Regional Transit Authority :

By: ____________________________

Title:____________________________

Date:____________________________
 EXHIBIT A

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