Exhibit 10.10


 


BOARD OF EDUCATION
OF THE CITY OF NEW YORK


 


EXTENSION AND ELEVENTH AMENDMENT OF
CONTRACT


FOR SPECIAL EDUCATION PUPIL
TRANSPORTATION SERVICES


 


Extension and Eleventh Amendment
Agreement made and entered into on the date expressed at the
end hereof by and between the BOARD OF EDUCATION OF THE CITY SCHOOL DISTRICT OF THE
CITY OF NEW YORK (hereinafter expressed as “Board of Education,”
“Board” or “BOE”), with principal headquarters located at 110 Livingston
Street, Brooklyn, NY 11201, and the Contractor whose name, address and
authorized signature appear at the end hereof (hereinafter expressed as “Contractor”).


 


WITNESSETH


 


WHEREAS,
in 1979 the BOE publicly solicited competitive bids for transportation of
special education pupils under Contract Serial Nos. 0070 and 8108;(1) and,


 


WHEREAS,
at divers times thereafter from 1982 through 1984, the BOE publicly solicited
competitive bids for similar services under Contract Serial Nos. G8805, G8891,
G8893, G9301 and G9325,(2) which contracts have incorporated, as of their
dates, provisions which are counterparts of the provisions of contracts under
Serial Nos. 0070 and 8108 as they then read; and,


 


WHEREAS,
the Contractor tendered a bid(s) under one or more aforementioned contract
serial numbers and was duly awarded a contract(s) including certain Employee
Protection Provisions (1st amendment) for the transportation of
special education pupils; and,


 


WHEREAS,
from September 10, 1979 through December 21, 1979, the Contractor did not
provide escort services for special education pupils; but, under an emergency
contract entered into with the BOE (2nd amendment), the Contractor
has supplied such escort services since that time; and,


 


WHEREAS,
the New York State Legislature enacted Chapter 737 of the Laws of 1979 and the
parties have desired to amend the Contract to implement Chapter 737 and be
subject to its terms; and,


 


WHEREAS,
the original terms of all contracts under Serial Nos. 0070, 8108, G8805, G8891
and G8893 would have expired on June 30, 1982 unless extended, and all
contracts under Serial Nos. G9301 and G9325 would have expired on June 30, 1984
unless extended; and, Education Law §305(14)(a) authorizes extensions
and provides a method for appropriate payment increases linked to a defined region


 












(1) By their
original specifications, all contracts under Serial Nos. 0070 and 8108 provide
for ten-month pupil transportation service from September through June of each
school or extension year.


 


(2) By their
original specifications, all contracts under Serial Nos. G8805, G8891, G8893,
G9301 and G9325 provide or provided for ten-month pupil transportation service
from September through June of each school or extension year.


 


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al Consumer Price Index (hereinafter expressed as “CPI”); and, the BOE
elected fairly and reasonably on the basis of the best interests of the New
York City School District to refrain from the extension of the terms of all
contracts under Serial Nos. G8893 and G9301; and,


 


WHEREAS,
in 1982 the BOE and various contractors agreed to amend (3rd
amendment) and extend all contracts under Serial Nos. 0070, 8108, G8805 and
G8891 until June 30, 1984; and,


 


WHEREAS,
in 1984 the BOE and various contractors agreed to amend (4th
amendment) and extend further all contracts under Serial Nos. 0070, 8108,
G8805, G8891 and G9325 until June 30, 1987; and,


 


WHEREAS,
in 1987 the BOE and various contractors agreed to amend (5th
amendment) and extend further all contracts under Serial Nos. 0070, 8108,
G8805, G8891 and G9325 until June 30, 1990; and,


 


WHEREAS,
in 1990 the BOE and various contractors agreed to amend (6th
amendment) and extend further all contracts under Serial Nos. 0070, 8108,
G8805, G8891 and G9325 until June 30, 1993; and,


 


WHEREAS, in 1991, the BOE Office of Auditor General (hereinafter expressed as
“OAG”) started a review and audit of annual rate increases paid to contractors
during school years 1986-87 to 1999-2000 pursuant to provisions in previous and
existing extension and amendment agreements as allowed by Education Law
§305 (14)(a); and, this OAG review and audit has resulted in the issuance by
the BOE of preliminary and other findings, which shall have caused, or shall
cause, various adjustments to the daily vehicle rates of many contractors as
well as the recovery of overpayments from some contractors; and,


 


WHEREAS,
in 1993 the BOE and various contractors agreed to amend (7th
amendment) and extend further all contracts under Serial Nos. 0070, 8108,
G8805, G8891 and G9325 until June 30, 1996; and,


 


WHEREAS,
in 1994 the BOE publicly solicited competitive bids for transportation of
special education pupils under Contract Serial No. 7165,(3) whose original term
would have expired on June 30, 1997, unless extended; and,


 


WHEREAS,
in 1995 the City of New York, the BOE, various contractors, and delegates of
the Amalgamated Transit Union, Local Division 1181-1061, the Transit Workers
Union, Local 100, and various other labor organizations representing school bus
workers entered into negotiations to deal with the increasing costs of school
bus service in the face of markedly diminished City and school district
financial resources; and, the City of New York, the BOE, various contractors,
and the labor organizations reached an accord that averted the possibility of
school bus service interruptions and that produced significant prospective cost
savings for the City and the BOE; and,


 


WHEREAS,
the said accord among the City, the BOE, various contractors, and the labor
organizations called for modifications to the terms, conditions and
specifications of the then existing extension


 












(3) By
their original specifications, all contracts under Serial No. 7165 provide for
twelve-month pupil transportation service from July through June of each school
or extension year as compared to other serial numbers covered by this Extension
and Eleventh Amendment Agreement that provide for ten-month pupil
transportation service from September through June of each school or extension
year.


 


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and amendment agreements under Serial Nos.  0070, 8108, G8805, G8891 and G9325 and all contracts under Serial
No. 7165 that took effect during the original or extension terms of such
contracts starting as of July 1 or September 1, 1995 depending upon the particular
contract serial number, and,


 


WHEREAS,
as a result of said accord among the City, the BOE, various contractors, and
the labor organizations in 1995, the BOE and various contractors agreed
thereupon to amend and extend, either initially or further, all contracts under
Serial Nos. 0070, 7165, 8108, G8805, G8891 and G9325 (8th
amendment), by which all such contracts have been extended until June 30, 2000;
and,


 


WHEREAS, in 1996 the BOE and various contractors, including the Contractor,
mutually determined that changes had occurred in banking, financial services
and insurance markets affecting the availability and affordability of
performance bonds, letters of credit and other forms of performance security;
and, the BOE and various contractors, including the Contractor, entered into a
Supplemental Ninth Amendment of Contract for Special Education Pupil
Transportation Services thereby modifying and revising the performance security
provisions of Contract Serial Nos. 0070, 7165, 8108, G8805, G8891 and G9325 for
the remainder of the period of the extension period through June 30, 2000; and,


 


WHEREAS, in 1998 the Chancellor inaugurated “Project Read,” an after-school
extended day program to improve pupil literacy; and, BOE and various contractors,
including the Contractor, mutually determined that contractual revisions would
be needed to allow overtime wage rates to be paid to school bus escorts if the
transportation aspect of Project Read were to be feasible; whereupon, the BOE
and various contractors, including the Contractor, entered into a Supplemental
Tenth Amendment of Contract for Special Education Pupil Transportation Services
thereby modifying and revising applicable provisions of Contract Serial Nos.
0070, 8108, G8805, G8891 and G9325 (but not Contract Serial No. 7165) for the
remainder of the extension period through June 30, 2000; and,


 


WHEREAS,
the BOE has determined that all contracts under Serial Nos. 0070, 7165, 8108,
G8805, G8891 and G9325 should be still further amended and extended, and the
Contractor agrees; and,


 


WHEREAS,
at a regular public meeting on March 15, 2000, the BOE adopted a Resolution
(Calendar No. 20) authorizing the Chancellor to enter into further amendment
and extension of contracts under Serial Nos. 0070, 7165, 8108, G8805, G8891 and
G9325 (hereinafter expressed collectively as “Contract”) until a termination
date not later than June 30, 2005, unless further extended; and,


 


WHEREAS,
the parties mutually desire to make this extension agreement and amendment to
the Contract as heretofore amended and extended;


 


NOW,
THEREFORE, in consideration of the heretofore-recited
stipulations and the hereinafter-expressed terms, conditions and specifications,
the BOE and the Contractor, as the parties to this Extension and Eleventh
Amendment Agreement, do hereby stipulate and agree both as above and as
follows:


 


(A)                               TERM
OF EXTENSION AGREEMENT.  All
references to the termination of the Contract, by whatever terminology, shall
be deemed hereafter to read “June 30, 2005, unless further extended.”


 


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(B)                               ARTICLE 28(C) of contracts under Serial No. 7165
entitled, “PAYMENT DURING PERIOD OF EXTENSION,” is hereby added, and ARTICLE
V-A of
contracts under Serial Nos. 0070, 8108, G8805, G8891 and G9325 entitled,
“PAYMENT DURING PERIOD OF EXTENSION,” is hereby further amended, both of which
to read as follows for the term of this Extension and Eleventh Amendment
Agreement:


 


“(1)                                       Any provisions of
ARTICLE V or 28 (as applicable) to the contrary notwithstanding, the daily
rate(s) per vehicle during this Extension Period shall be deemed to be adjusted
each year according to the following formulae subject to the Office of Pupil
Transportation (hereinafter expressed as ‘OPT’) Director’s approval of all or
any portion(s) of the Contractor’s claims in the below-described annual Cost
Justification Financial Statements:


 


“(a)                      During
the Extension Year of July 1, 2000 through June 30, 2001, the Contractor’s
daily rate(s) per vehicle shall be augmented by an amount not to exceed whichever
of the following represents the least amount of actual increase: (i)
the same percentage by which the Consumer Price Index (hereinafter expressed as
‘CPI’) as of May 2000 shall have increased over the CPI as of May 1999; (ii)
eight percent (8%) over the base daily rates per vehicle paid during the Extension
Year of July 1, 1999 through June 30, 2000; or, (iii) the amount in dollars expressed
as a percentage by which each Contractor’s actual costs during the Extension
Year from July 1, 1999 through June 30, 2000 shall have increased over each
Contractor’s actual costs during the Extension Year of July 1, 1998 through
June 30, 1999, plus
any previously unabsorbed percentages of the Contractor’s actual cost increases
from Extension Year 1997-98 over Extension Year 1996-97 and from Extension Year
1998-99 over Extension Year 1997-98 to the extent that such percentages shall
have exceeded the CPI increments from May 1997 to May 1998 and from May 1998 to
May 1999, respectively, and shall have been disallowed as a result from the
rate increase(s) for Extension Years 1998-99 and 1999-2000, respectively.


 


“(b)                      During
the Extension Year of July 1, 2001 through June 30, 2002, the Contractor’s
daily rate(s) per vehicle shall be augmented by an amount not to exceed whichever
of the following represents the least amount of actual increase: (i)
the same percentage by which the CPI as of May 2001 shall have increased over
the CPI as of May 2000; (ii) eight percent (8%) over the base daily
rates per vehicle paid during the Extension Year of July 1, 2000 through June
30, 2001; or, (iii) the amount in dollars expressed as a percentage by which
the Contractor’s actual costs during the Extension Year of July 1, 2000 through
June 30, 2001 shall have increased over the Contractor’s actual costs during
the Extension Year of July 1, 1999 through June 30, 2000, plus any previously unabsorbed percentages of
the Contractor’s actual cost increases from Extension Year 1998-99 over
Extension Year 1997-98 and from Extension Year 1999-2000 over Extension Year
1998-99 to the extent that such percentage shall have exceeded the CPI
increments from May 1998 to May 1999 and from May 1999 to May 2000


 


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and shall have been
disallowed as a result from the rate increases for Extension Years 1999-2000
and 2000-01, respectively.


 


“(c)                      During
the Extension Year of July 1, 2002 through June 30, 2003, the Contractor’s
daily rate(s) per vehicle shall be augmented by an amount not to exceed whichever
of the following represents the least amount of actual increase: (i)
the same percentage by which the CPI as of May 2002 shall have increased over
the CPI as of May 2001; (ii) eight percent (8%) over the base daily
rates per vehicle paid during the Extension Year of July 1, 2001 through June
30, 2002; or, (iii) the amount in dollars expressed as a percentage by which
the Contractor’s actual costs during the Extension Year of July 1, 2001 through
June 30, 2002 shall have increased over each Contractor’s actual costs during
the Extension Year of July 1, 2000 through June 30, 2001, plus any previously unabsorbed percentages of
the Contractor’s actual cost increases from Extension Year 1999-2000 over Extension
Year 1998-99 and from Extension Year 2000-01 over Extension Year 1999-2000 to
the extent that such percentages shall have exceeded the CPI increments from
May 1999 to May 2000 and May 2000 to May 2001, respectively, and shall have
been disallowed as a result from the rate increases for Extension Years 2000-01
and 2001-02, respectively.


 


“(d)                      During
the Extension Year of July 1, 2003 through June 30, 2004, the Contractor’s
daily rate(s) per vehicle shall be augmented by an amount not to exceed whichever
of the following represents the least amount of actual increase: (i)
the same percentage by which the CPI as of May 2003 shall have increased over
the CPI as of May 2002; (ii) eight percent (8%) over the base daily
rates per vehicle paid during the Extension Year of July 1, 2002 through June
30, 2003; or, (iii) the amount in dollars expressed as a percentage by which
the Contractor’s actual costs during the Extension Year of July 1, 2002 through
June 30, 2003 shall have increased over the Contractor’s actual costs during
the Extension Year of July 1, 2001 through June 30, 2002, plus any previously unabsorbed percentages of
the Contractor’s actual cost increases from Extension Year 2000-01 over
Extension Year 1999-2000 and from Extension Year 2001-02 over Extension Year
2000-01 to the extent that such percentages shall have exceeded the CPI
increments from May 2000 to May 2001 and May 2001 to May 2002, respectively,
and shall have been disallowed as a result from the rate increases for Extension
Year 2001-02 and 2002-03, respectively.


 


“(e)                      During
the Extension Year of July 1, 2004 through June 30, 2005, the Contractor’s
daily rate(s) per vehicle shall be augmented by an amount not to exceed whichever
of the following represents the least amount of actual increase: (i)
the same percentage by which the CPI as of May 2004 shall have increased over
the CPI as of May 2003; (ii) eight percent (8%) over the base daily
rates per vehicle paid during the Extension Year of July 1, 2003 through June
30, 2004; or, (iii) the amount in dollars expressed as a percentage by which
the Contractor’s actual costs during the Extension Year of


 


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July 1, 2003 through June
30, 2004 shall have increased over the Contractor’s actual costs during the
Extension Year of July 1, 2002 through June 30, 2003, plus any previously unabsorbed percentages of
the Contractor’s actual cost increases from Extension Year 2001-02 over
Extension Year 2000-01 and from Extension Year 2002-03 over Extension Year
2001-02 to the extent that such percentages shall have exceeded the CPI
increments from May 2001 to May 2002 and May 2002 to May 2003, respectively,
and shall have been disallowed as a result from the rate increases for
Extension Years 2002-03 and 2003-04, respectively.


 


“(2)                                       Anything
in the foregoing payment increase provisions to the contrary notwithstanding,
where there is a decrease in the regional consumer price index for the New
York, New York–Northeastern, New Jersey area as based upon the index for all
urban consumers (hereinafter expressed as ‘CPI-U’) during the preceding twelve
month period, the amount to be paid to the Contractor in the succeeding
extension year will reflect that decrease in a manner satisfactory to the New
York State Education Department (hereinafter expressed as ‘SED’).


 


“(3)                                       Special
Costs for Drivers Covered by Statute. 
Anything in the foregoing payment increase provisions to the contrary
notwithstanding, the BOE shall pay the Contractor each extension year for
actual costs allowable pursuant to Education Law §305(14)(c) under the
following conditions, even if such reimbursement shall cause annual payments to
exceed the relevant CPI increment.  To
be eligible for such payment, the Contractor shall provide full, separate,
written details in each annual Cost Justification Financial Statement submitted
under ARTICLE V–A or 28(C) (as applicable) of this Contract of all claims for
reimbursement of expenses covered by Education Law §305(14)(c), which
shall be described for purposes of this Contract as ‘special vehicle operator administrative
costs,’ and which may not exceed (a) the actual costs of qualifying criminal
history and driver licensing testing fees attributable to special requirements
of Vehicle and Traffic Law Articles 19 and 19–A, and (b)
the actual costs of all diagnostic tests and physical performance tests that
shall be deemed necessary by an examining physician or the Director to
determine whether each applicant to drive a school bus under this Contract
possesses the physical and mental ability to operate a school bus and to
perform satisfactorily all other responsibilities of a school bus driver as
required by this Contract and all applicable Federal, State of New York, City
of New York and BOE laws, rules, regulations and policies.(4)  To the extent that any special vehicle
operator administrative costs as contained in the Contractor’s Cost
Justification Financial Statement for a given extension year together with the
Contractor’s other claimed cost increases for the prescribed comparison period
shall exceed the applicable CPI increment, the BOE shall pay the exact amount
of all unabsorbed special vehicle operator administrative costs, provided, that the
Contractor shall submit to OPT a separate, fully detailed written cost
reimbursement request for any amount of


 












(4) Allowable diagnostic tests and physical performance tests shall
include pre-employ­ment medical and physical performance tests and examinations
and pre-employment alcohol and substance abuse tests.  Allowable diagnostic and physi­cal performance tests shall not include tests and examination performed during the
course of a driver’s employment with the Contractor such as, but not limited
to, random substance and/or alcohol abuse tests, post-accident substance and/or
alcohol abuse tests, reasonable suspicion substance and/or alcohol abuse tests,
and/or annual medical examinations.


 


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such costs not absorbed
by the applicable annual rate increase.(5) 
(To the extent that such special vehicle operator administrative costs
for a given extension year shall cause the Contractor’s claimed cost growth for
the prescribed comparison period to surpass the fixed cap of 8%, however, the
Contractor shall not be entitled to any portion of such expenditures that shall
exceed the said fixed cap.)  In each
such written cost reimbursement request, the Contractor shall include details
of (aa)
the totals of all special vehicle operator administrative costs, (bb)
the portion of such special vehicle operator administrative costs absorbed by
the applicable CPI increment, if any, and (cc) the portion of such special vehicle
operator administrative costs not
absorbed by the applicable CPI increment. 
All Contractor cost claims under Education Law §305(14)(c) shall
be subject to review and/or audit by the BOE, its employees and agents.  Upon BOE approval of Contractor cost claims
under Education Law §305(14)(c) that shall exceed the CPI increment for
a given extension year, the BOE shall pay the Contractor for such excess actual
costs without interest either in a lump sum (if less than $10,000.00 per
extension year) or in equal monthly installments (if greater than $10,000.00
per extension year).


 


“(4)                                       Definitions.  The definitions below control the meanings
of the described terms wherever they appear in this Contract.  These definitions add to and supplement any
definitions or instructions expressed in the original Contract and, as such, do
not supersede, revoke, replace, revise or limit any similar or analogous provisions
in the original Contract.


 


“(a)                                              For
Contracts under Serial Nos. 0070, 8108, G8805, G8891 and G9325, the following
shall apply:


 


“(i)                              ‘Nineteenth
(19th) Extension Year’ means July 1, 2000 until June 30, 2001;


 


“(ii)                          ‘Twentieth
(20th) Extension Year’ means July 1, 2001 until June 30, 2002;


 


“(iii)                      ‘Twenty-first
(21st) Extension Year’ means July 1, 2002 until June 30, 2003;


 


“(iv)                         ‘Twenty-second
(22nd) Extension Year’ means July 1, 2003 until June 30, 2004;


 


“(v)                             ‘Twenty-third
(23rd) Extension Year’ means July 1, 2004 until June 30, 2005.


 


“(b)                                              For
Contracts under Serial No. 7165, the following shall apply:


 


“(i)                              ‘Fourth
(4th) Extension Year’ means July 1, 2000 until June 30, 2001;


 


“(ii)                          ‘Fifth (5th) Extension Year’ means July
1, 2001 until June 30, 2002;


 


“(iii)                      ‘Sixth (6th)
Extension Year’ means July 1, 2002 until June 30, 2003;


 


“(iv)                         ‘Seventh
(7th) Extension Year’ means July 1, 2003 until June 30, 2004;


 


“(v)                             ‘Eighth
(8th) Extension Year’ means July 1, 2004 until June 30, 2005.


 


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“(c)                                              The
term ‘Consumer Price Index’ (herein expressed as ‘CPI’), as of a given date, is
defined as that statistic of the United States Department of Labor or its
successor agency, which the New York State Education Department (herein expressed
as ‘SED’) deems as the ‘regional consumer price index for the New York, New
York-Northeastern, New Jersey area, based upon the index for all urban
consumers (CPI-U),’ according to Education Law §305(14)(a) as the same
may be updated, revised or otherwise changed during the life of this Extension
and Eleventh Amendment Agreement.  If Education
Law §305(14)(a) shall be amended to a permit stated or fixed percentage(s)
of annual rate increase(s) for pupil transportation contract extensions, which
increase(s) may exceed the applicable CPI increment(s), this Contract shall be
deemed to be amended automatically and without the need for any action by the
parties by substituting such stated or fixed percentage(s) of increase in place
of the actual percentage(s) of increase in the CPI in any extension year in
which the CPI shall be lower that the stated or fixed percentage(s).


 


“(d)                                              The
term ‘contractor’s average cost per vehicle per day’ for a given extension year
is defined as the Contractor’s ‘total net allowable costs’ for that extension
year divided by the total number of ‘vehicle days.’  The term ‘total net allowable costs’ is limited to those expenses
determined by the BOE to be related directly to transportation services
provided to the BOE under this Contract. 
The term ‘vehicle days’ is defined as the total number of ‘authorized
vehicles’ the Contractor actually operates multiplied by the number of school
days, which number is hereby fixed at 182 school days per extension year (220
school days per extension year for 12-month contracts)(6) for the term of this
Extension and Amendment Agreement, except for certain additional vehicles which shall be
treated in the manner hereinafter provided. 
The term ‘authorized vehicles’ is defined as the total number of
contract and additional vehicles, but excluding spare vehicles, that the
Contractor shall have been granted expressly by the Director.  If the Director shall grant the Contractor
additional vehicles during any given extension year of this Extension and
Amendment Agreement, such additional vehicles shall be counted among the
‘authorized vehicles’ during the first extension year in which the shall be
awarded but only to the extent of the actual number of school days actually
operated not to exceed a maximum of 91 school days (110 school days for
12-month contracts).(7)  Only during the
succeeding extension year(s) shall such additional vehi


 












(5) In the event of a given Extension Year in which the Contractor’s
relevant general cost increases, i.e.,
without the inclusion of costs covered by Education Law §305(14)(c),
exceed the applicable regional CPI increment, the Contractor shall be entitled
to a payment(s) in excess of the said CPI growth but only for such statutorily covered
costs.


 


(6) The numbers 182 days (10-month contracts) and 220 days (12-month
contracts) represent average numbers of school days per extension year for the
five extension years preceding the instant Extension and Amendment Agreement, i.e.,
extension years 1995-96 through 1999-2000. 
The BOE shall review these averages every three years during the
preceding, current and any future extension periods.  Whereupon a triennial review shall find that one or both average
numbers of school days shall have changed as based upon the actual number of
school days per
annum, the BOE shall revise the fixed number(s) of days up or down
accordingly with written notice to the Contractor by not later than December 31st
preceding the extension year in which the revised fixed number(s) shall take
effect.  In each triennial review, the
effects of changes in the numbers of school days from the preceding triennial
review(s) shall be viewed cumulatively.


 


(7) This partial exclusion of additional vehicles during the first
extension year of award shall not apply to any vehicles that the Contractor may
obtain by assignment or other transfer of contract or by acquiring the
corporate shares of another school bus contractor.  For cost justification purposes under this Contract, the
Contractor shall add and combine not more than fifty percent (50%) of the value
of the costs of the affected additional vehicles into the Contractor’s other
costs for the first extension year.


 


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cles be counted as
‘authorized vehicles’ for 182 school days (220 school days for 12-month
contracts).  If the Contractor has a
10-month Contract(s) and the Director shall grant the Contractor summer work
beyond the normal 10 months from September to June, the summer vehicles only shall be exempt
from inclusion in the cost justification process.


 


“(e)                                              The
term ‘Cost Justification Financial Statement’ is defined as a written ‘review
report’ prepared by a Certified Public Accountant (hereinafter expressed as
‘CPA’) or Public Accountant (hereinafter expressed as ‘PA’) licensed by the
State of New York, except as otherwise noted herein.  Each Cost Justification Financial Statement shall include all of
the facts and figures deemed necessary by the Director and/or the SED to
provide a complete view of the Contractor’s cost increase claims for the
applicable comparative periods specified in this Extension and Eleventh
Amendment Agreement.  Each such review
report shall state that a review shall have been performed in accordance with
Generally Accepted Accounting Principles (hereinafter expressed as ‘GAAP’) as
of the date of a given review report and that the information in each Cost
Justification Financial Statement shall have been based upon the
representations of the Contractor’s management.  Each such review shall describe the nature of a review as
distinct from an audit and shall describe the standard procedures that the
CPA/PA shall have performed, e.g., an inquiry and an analytical review.  Each review report shall give the limited
assurance that, based upon the review, the CPA/PA shall not have been aware of
any material modifications that should be made to the Cost Justification
Financial Statement for it to be in conformity with GAAP.  A compilation report is insufficient to
qualify as a Cost Justification Statement. 
In addition, the CPA/PA preparing each review report must state that
he/she shall have studied the cost justification manual that shall be supplied
by the Board and shall have applied the standards contained in the Board’s
manual to the development of each Cost Justification Financial Statement.  If the Contractor shall not have had a
CPA-audited financial report performed for any purpose within two (2) years
prior to July 1, 2000, then the Contractor must submit a certified audited statement
by a CPA for its first Cost Justification Financial Statement under this
Extension and Eleventh Amendment Agreement. 
The CPA/PA who shall prepare each Cost Justification Financial Statement
must have no interest in this Contract, the Contractor and/or any entity
affiliated in any manner with the Contractor and must so certify in
writing.  Each Cost Justification
Financial Statement shall be in a form prescribed by the Director as approved
by SED.


 


“(5)                                       Cost
Justification Financial Statements.  Education Law §305(14) requires the Contractor to
substantiate any cost increases that he/she claims to justify annual payment increases
during the term of this Extension and Eleventh Amendment Agreement.  The Director shall determine whether to
approve all or any portion(s) of the claims in each of the Contractor’s annual
Cost Justification Financial Statements in accordance with the following:


 


“(a)                                              To
substantiate any payment increases received under ARTICLE V–A or 28(C) during
the Extension Year of July 1, 2000 to June 30, 2001, the Contractor must submit
by September 30, 2000, (i) a cost
justification financial statement that details total costs incurred by


 


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the Contractor for all of
its operations and, separately, for its operations under this Contract for the
Extension Years 1999-2000 and for 1998-1999, and (ii) an additional Cost Justification Financial Statement that
details total costs incurred by the Contractor for all its operations and,
separately, for its operations under the Contract for Extension Years 1996-97,
1997-98 and 1998-99 to account for unabsorbed cost carry-forwards, if any.


 


“(b)                                              To
substantiate any payment increases received under ARTICLE V–A or 28(C) during
the Extension Year of July 1, 2001 to June 30, 2002, the Contractor must submit
by September 30, 2001, (i) a Cost
Justification Financial Statement that details the total costs incurred by the
Contractor for all of its operations and, separately, for its operations under
this Contract for the Extension Years 2000-2001 and 1999-2000, and (ii) an additional Cost Justification Financial
Statement that details the total costs incurred by the Contractor for all its
operations and, separately, for its operations under this Contract for
Extension Years 1997-98, 1998-99 and 1999-2000 to account for unabsorbed cost
carry-forwards, if any.


 


“(c)                                              To
substantiate any payment increases received under ARTICLE V–A or 28(C) during
the Extension Year of July 1, 2002 to June 30, 2003, the Contractor must submit
by September 30, 2002, (i) a Cost
Justification Financial Statement that details the total costs incurred by the
Contractor for all of its operations and, separately, for its operations under
this Contract, for the Extension Years 2001-2002 and 2000-2001, and (ii) an additional Cost Justification Financial
Statement that details the total costs incurred by the Contractor for all its
operations and, separately, for its operations under this Contract for
Extension Years 1998-99, 1999-2000 and 2000-01 to account for unabsorbed cost
carry-forwards, if any.


 


“(d)                                              To substantiate any payment increases received under
ARTICLE V–A or 28(C) during the Extension Year of July 1, 2003 to June 30,
2004, the Contractor must submit by September 30, 2003, (i) a
Cost Justification Financial Statement that details the total costs incurred by
the Contractor for all of its operations and, separately, for its operations
under this Contract for the Extension Years 2002-2003 and 2001-2002, and (ii)
an additional Cost Justification Financial Statement that details the total
costs incurred by the Contractor for all its operations and, separately, for
its operations under this Contract for Extension Years 1999-2000, 2000-01 and
2001-02 to account for unabsorbed cost carry-forwards, if any.


 


“(e)                                              To substantiate any payment increases received under
ARTICLE V–A or 28(C) during the Extension Year of July 1, 2004 to June 30,
2005, the Contractor must submit by September 30, 2004, (i) a
Cost Justification Financial Statement that details the total costs incurred by
the Contractor for all of its operations and, separately, for its operations
under this Contract for the Extension Years 2003-2004 and 2002-2003, and (ii)
an additional Cost Justification Financial Statement that details the total
costs incurred by the Contractor for all its operations and, separately, for
its operations under this Contract for Extension Years 2000-01, 2001-02 and
2002-03 to account for unabsorbed cost carry-forwards, if any.


 


10

















 


“(f)                                                In each annual Cost Justification Financial
Statement, the Contractor must treat costs for escorts separately from all
other costs.  The Contractor shall
supply in each annual Cost Justification Financial Statement all data required
by SED related to this Contract, and the submittal shall include, but shall not
limited to, SED-approved cost justification forms.  The Contractor must supply promptly all additional cost data as required
by the BOE or SED.


 


“(g)                                             Until six
(6) years after completion of its services hereunder or six (6) years after the
termination date of this Extension and Amendment Agreement, whichever shall
occur later, the Contractor shall maintain complete and correct books and
records related to all aspects of the Contractor’s obligations hereunder.  Records must be maintained separately, so as
to identify clearly the expenses applicable to this Contract, all previous
extension and amendment agreements, and this Extension and Amendment Agreement
and must be distinguishable from all other costs not incurred under this
Contract, all previous extension and amendment agreements, and this Extension
and Amendment Agreement.  Except as
provided in this subparagraph, all other provisions of this Contract, as
amended, that relate to the maintenance of records shall remain in full force
and effect.


 


“(6)                     Required
Analysis of Costs.  To determine the
allowable increase in costs for a given extension year, as specified in ARTICLE
V–A(1) or 28(C)(1) of this Contract, the following analysis of the Cost
Justification Financial Statement must be undertaken:


 


“Step 1:                            Divide the total applicable
annual operating costs by the number of vehicle days for both the base year and
the year previous to the base year to determine the average daily cost per
vehicle for each of those years.  The
base year is the year immediately before the extension year to which a rate
increase is to be applied.


 


“Step 2:                            Subtract the average daily
cost per vehicle for the year previous to the base year from the average daily
cost per vehicle for the base year to determine the increase in the average
daily cost per vehicle.


 


“Step 3:                            Divide the increase in the
average daily cost per vehicle by the average daily cost per vehicle for the
year previous to the base year to determine the percent increase in the average
daily cost per vehicle.


 


“Step 4:                            Compare the percent of
increase in the average daily cost per vehicle to the percentage by which the
CPI as of May of the base year shall have increased over the CPI as of May of
the year previous to the base year and to the appropriate fixed annual increase
percentage caps as expressed in ARTICLE V–A(1) or 28(C) of this Contract.  Whichever is the least of the three
percentages will be the allowable increase applied to the daily rate for the
affected extension year.


 


“Step 5:                            For Extension Years 2000-01
through 2004-05, repeat Steps 1-4.  For
each such Extension Year, determine the percent of increase in the average
daily cost per 


 


11

















 


vehicle.  If the percent of increase in the average
daily cost per vehicle resulting in Step 3 shall be insufficient to justify
fully the CPI increment in Step 4 or the fixed cap, whichever shall be lower,
add any previously unabsorbed percent of increase from the applicable Extension
Year(s) expressed heretofore at Paragraphs
(1)(a)-(e) of ARTICLE V–A(1) or 28(C) of this Contract.


 


“(7)                                       Allowable
Cost Increases.  Only increases in
‘net allowable costs’ will justify augmentation of the daily vehicle rate from
one extension year to the next. 
‘Allowable costs’ are limited by the following: costs not attributable
to the Contractor’s operations under this Contract, costs that are not ordinary
and/or reasonable, costs that are not documented, and costs disallowed by the
SED and/or BOE auditors are not permitted to justify increases of the daily
rate(s) per vehicle.  The Director shall
have the right to prescribe miscellaneous standardized cost categories for all
contractors including the Contractor.


 


“(8)                                       Access to
Subcontractors.  If with the
Director’s approval the Contractor subcontracts any portion of the services
under this Contract, the Contractor must include in any such subcontract a
provision that allows full and unimpeded access by the BOE, the SED and/or the
New York City Office of the Comptroller to the books and records of a
subcontractor for inspection, audit and copying purposes.  The Contractor does hereby agree and warrant
to render all necessary assistance to obtain any requested documents from
subcontractors.  The Contractor’s
inability to obtain requested documentation from any subcontractors shall not
excuse a failure to provide the documentation as a means to justify payment
increases.


 


“(9)                                       Absence of
Cost Justification Financial Statement. 
The Contractor’s failure to submit an annual Cost Justification Financial
Statement by the deadline date as above expressed will result in the forfeiture
of any increase later justified for the period from the service start date to
the day the statement is received at OPT, unless the Director determines that
reasonable circumstances exist to excuse the Contractor’s late submittal.


 


“(10)                                Adjustments to
Later Payments.  Based on the BOE’s
audit of the Contractor’s annual statements and financial records, the BOE may
make any necessary adjustments in any later payments that become due and owing
to the Contractor to compensate for any excesses of payments over cost
increases.


 


“(11)                                Refund of
Overpayment.  The Contractor does
hereby agree and warrant further to refund all additional monies due to the BOE
within thirty (30) days of the BOE’s final findings regarding any given Cost
Justification Financial Statement, if the amount of a given extension year’s
payment excess over allowable cost increase is greater than any payments due
and owing for the balance of a given extension year.


 


“(12)                                Unabsorbed Cost
Carry-Forward Provision.  For any
extension year in which the Contractor shall not be able to justify
the maximum allowable rate(s) increase(s) for any one or more of Extension
Years 2000-01 to 2004-05, the Contractor shall be entitled to use an
“unabsorbed cost


 


12

















 


carry-forward(s)” as a supplemental device to
achieve a greater allowable rate(s) increase(s).  To be eligible for an ‘unabsorbed cost carry-forward(s),’ the
Contractor must detail in writing all total net allowable costs from each set
of two comparison years from which any unabsorbed costs shall be derived as
well as the total percentage of actual cost increase and the unabsorbed
percentage of cost increase.  The
Director may prescribe additional conditions of eligibility as reasonably
appropriate.  When eligible and entitled
hereunder, the Contractor may carry forward ‘below-the-line’ any previously
unabsorbed actual costs from any sets of comparison periods as heretofore
expressed at Paragraph 1(a)-(e) of ARTICLE V-A or 28(C) of the Contract to
supplement those cost increases that are used to justify augmentations of the
daily rate(s) per vehicle for Extension Years 2000-01 through 2004-05.  The term ‘below-the-line’ is hereby defined
to mean that previously unabsorbed cost increases, which are carried forward,
are deemed as allocated to the extension year(s) of accrual and not to the subsequent
extension year(s) to which they are carried forward and applied both supplementally
and ‘below-the-line’ as prior cost increases that have not as yet been absorbed
by the lesser of an annual CPI increment or a fixed annual rate increase
cap.  Once an item of previously
unabsorbed cost increase shall have been carried forward and applied ‘below-the-line’
to a give extension year, that item may not be used again in any later extension
year.


 


“(13)                                In the event of
any inconsistencies between any other provisions of the Contract and ARTICLES
V-A and/or 28(C) hereof, the provisions of ARTICLES V-A and/or 28(C) shall
prevail and govern in every case and for all intents and purposes.”


 


(C)                               For Contracts
under Serial No. 7165, there are no separate daily rates for escort
service.  Throughout this Extension
Period of July 1, 2000 until June 30, 2005, therefore, contracts under Serial
Nos. 7165 shall not be permitted any special or separate increases in any
payment or allowance for escorts other than the general rate increase expressed
heretofore at Paragraph B. 
Regarding contracts under Serial Nos. 0070, 8108, G8805, G8891 and G9325
only, Article XIX entitled, “ESCORTS,” as amended
previously, is hereby amended further so that subparagraph A(2), as numbered by
the First Amendment Agreement, shall read as follows for the balance of the
Contract term:


 


“(2)                                       However, the
parties agree that, for only so long as and only to the extent that the New
York City Administrative Code and Charter requires the BOE to utilize
escorts on special education school bus runs, the Contractor shall continue to
provide such escorts and substitute escorts in addition to the vehicle operators,
as hereinafter allowed, through June 30, 2005, and that:


 


“(a)                                              Escort
Compensation. 
Except for overtime, the BOE shall compensate the Contractor for each
full day for each escort who shall provide actual service under this Contract
in an amount to be calculated in the following manner subject to the Director’s
approval of all or any portion(s) of the Contractor’s claims in each of the
below-described annual Escort Cost Justification Financial Statements:


 


“(i)      During the 19th Extension Year, the
BOE shall increase the ‘Base Escort Daily Compensation Rate’ in an amount to be
derived by applying Paragraph (A)(2)(b)
hereinafter, or such lesser amount that represents the audited and approved
increase


 


13

















 


over the Base Escort
Daily Compensation Rate paid to the contractor during the 18th
Extension Year.  Also, the BOE shall pay
‘Wage Accrual Compensation’ in the exact amount the Contractor actually paid
either to or for escorts during the 19th Extension Year, if any, and
only when known after a BOE audit and which was required to be paid.  With respect to the preceding sentence, the
Contractor may receive as Wage Accrual Compensation for the 19th
Extension Year an amount per escort that is more than ten percent (10%) per
escort above the total reimbursed costs for wage accruals as of June 30, 2000 but only to the
extent that such excess amounts shall have been required by an express
provision of a written collective bargaining agreement that shall have been
concluded and executed before the start of this Extension and Eleventh
Amendment Agreement.(8)


 


“(ii)  During the 20th Extension Year, the BOE
shall increase the ‘Base Escort Daily Compensation Rate’ in an amount to be
derived by applying Paragraph (A)(2)(b)
hereinafter, or such lesser amount that represents the audited and approved
increase over the Base Escort Daily Compensation Rate paid to the contractor
during the 19th Extension Year. 
Also, the BOE shall pay ‘Wage Accrual Compensation’ in the exact amount
the Contractor actually paid either to or for escorts during the 20th
Extension Year, if any, and only when known after a BOE audit and which was
required to be paid.  With respect to
the preceding sentence, the Contractor may receive as Wage Accrual Compensation
for the 20th Extension Year an amount per escort that is more than
ten percent (10%) per escort above the total reimbursed costs for wage accruals
as of June 30, 2001 but only
to the extent that such excess amounts shall have been required by an express
provision of a written collective bargaining agreement that shall have been
concluded and executed before the start of this Extension and Eleventh
Amendment Agreement.(9)


 


“(iii)                                              During
the 21st Extension Year, the BOE shall increase the ‘Base Escort
Daily Compensation Rate’ in an amount to be derived by applying Paragraph (A)(2)(b) hereinafter or such
lesser amount that represents the audited and approved increase over the Base
Escort Daily Compensation Rate paid to the contractor during the 20th
Extension Year.  Also, the BOE shall pay
‘Wage Accrual Compensation’ in the exact amount the Contractor actually paid
either to or for escorts during the 21st Extension Year, if any, and
only when known after a BOE audit and which was required to be paid.  No contractor may receive as Wage Accrual
Compensation an amount in the aggregate that is more than ten percent (10%)
above the total reimbursed costs for wage accruals as of June 30, 2002.


 












(8) The provision in this sentence permitting an increase in the Base
Escort Daily Compensation beyond ten percent (10%) during the 19th Extension
Year shall be subject to approval by a resolution of the Board of Education. 


 


(9) The provision in this sentence permitting an increase in the Base
Escort Daily Compensation beyond ten percent (10%) during the 20th Extension
Year shall be subject to approval by a resolution of the Board of Education.


 


14

















 


“(iv)                                                 During
the 22nd Extension Year, the BOE shall increase the ‘Base Escort
Daily Compensation Rate’ in an amount to be derived by applying Paragraph (A)(2)(b) hereinafter or such
lesser amount that represents the audited and approved increase over the Base
Escort Daily Compensation Rate paid to the contractor during the 21st
Extension Year.  Also, the BOE shall pay
‘Wage Accrual Compensation’ in the exact amount the Contractor actually paid
either to or for escorts during the 22nd Extension Year, if any, and
only when known after a BOE audit and which was required to be paid.  No contractor may receive as Wage Accrual
Compensation an amount in the aggregate that is more than ten percent (10%)
above the total reimbursed costs for wage accruals as of June 30, 2003.


 


“(v)     During the 23rd Extension Year, the BOE
shall increase the ‘Base Escort Daily Compensation Rate’ in an amount to be
derived by applying Paragraph (A)(2)(b)
hereinafter or such lesser amount that represents the audited and approved
increase over the Base Escort Daily Compensation Rate paid to the contractor
during the 22nd Extension Year. 
Also, the BOE shall pay ‘Wage Accrual Compensation’ in the exact amount
the Contractor actually paid either to or for escorts during the 23rd
Extension Year, if any, and only when known after a BOE audit and which was
required to be paid.  No contractor may
receive as Wage Accrual Compensation an amount in the aggregate that is more
than ten percent (10%) above the total reimbursed costs for wage accruals as of
June 30, 2004.


 


“(b)                      Annual Increase of the Base
Escort Daily Compensation Rate. 
Each extension year the BOE will augment the amount of the Base Escort
Daily Compensation Rate according to the payment increase limits expressed
herein at ARTICLE V–A(1), i.e.,  Paragraph
(B)(1) above, provided, the Contractor shall justify each such
increase, if any, by submitting a separate, annual ‘Escort Cost Justification
Financial Statement’ according to the same terms, conditions and deadlines
expressed in ARTICLE V–A(2)–(13), i.e.,  Paragraphs
(B)(2) to (B)(13)
above.  This provision does not affect
payment for overtime escort services, which is governed separately at Article
XIX, Paragraph (A)(2)(c), i.e.,  Paragraph
(C)(2)(c) below.


 


“(c)                      Payment for Overtime.  Where the Contractor actually supplies
scheduled overtime escort services pursuant to BOE authorization, the BOE shall
reimburse the Contractor for such services in the exact amount of the costs for
overtime wages and statutory fringe benefits. 
No reimbursement will be permitted for occasional or episodic
overtime.  ‘Overtime’ is defined as
service that exceeds eight (8) hours within any ten (10) hour daily
period.  The hourly rate for overtime
escort services will not exceed one-and-one-half times the regular hourly wage
rate.  (As heretofore and hereinafter
expressed, this paragraph is subject to the Supplemental Tenth Amendment of Contract for
Special Education Pupil Transportation Services for purposes of ‘Project Read’
only.)


 


“(d)                      Monthly Advance Payment for
Escort Services.  On or about the
first school day of each calendar month, the BOE will pay an eligible
contractor in advance an amount equal to


 


15

















 


the anticipated usage of
escort service for that month, excluding overtime.  For each month’s overtime claims, the BOE will pay the Contractor
only after receipt and approval of a voucher on a BOE form, which will contain such
detail as the BOE may require to confirm the Vendor’s claims and which will be
subject to BOE audit.


 


“(i)                         Fidelity Bond.  Before he/she may receive advance monthly
payments, the Contractor must file with OPT a fidelity bond in the amount of
the anticipated use of escort service for one (1) month. The coverage period
for each fidelity bond must be from September 1st to August 31st
of each prospective year.  To calculate
the bond amount for one year, use the following formula: twenty (20) school
days multiplied by the total number vehicles (excluding spares) multiplied
again by the Base Escort Daily Compensation Rate for a given extension
year.  Each fidelity bond must list the
BOE and the City of New York as the named insureds.  Each fidelity bond must insure against any and all acts of
commission or omission by the Contractor, any subcontractors, subsidiaries,
parent or affiliate entities or any officers, owners, directors, employees,
servants, agents, independent contractors or any other parties which cause the
failure of proper disbursement to the intended escort beneficiaries, whether
any such party acts within or outside the scope of employment or contractual
performance.  A company licensed by the
Superintendent of Insurance to do business in New York State must issue every
fidelity bond.


 


“(ii)                     Where the BOE makes payments to
the Contractor in excess of what is properly due and owing under Paragraph (A)(2)(b), the BOE may recoup
such amounts from future payments to the Contractor, request the Contractor to
refund such amounts, or take whatever other actions are necessary to retrieve
excessive payments.  Where the BOE
requests the Contractor to make a refund, the Contractor will remit payment
within thirty (30) days of the Contractor’s receipt of BOE audit findings.


 


“(iii)                 Where the Contractor elects to
delegate escort services to a subcontractor, the Contractor may direct the BOE
to make payments in the full amounts or any portions thereof directly to the
subcontractor.  The Contractor must make
such payment directions in writing on a form approved by the BOE.


 


“(e)                      The Contractor must provide all
the escorts necessary to perform all of the work covered by the Contract including
additional and spare vehicles.  The
Contractor must have sufficient, qualified and approved personnel to enable the
Contractor to dispatch substitute escorts promptly if, when and where necessary
to ensure continuous, uninterrupted and punctual service in each and every
instance.  The Contractor must operate
every vehicle for the transportation of handicapped children in strict
adherence to the provisions of New York City Administrative Code
§19-603(a)-(b).  If the law shall be
amended during the term of this Extension and Eleventh Amendment Agreement to
eliminate the requirement of escorts, the Contractor must cease to provide
escorts upon five (5) days notice from the BOE to that


 


16

















 


effect.  After the effective date of the notice, the
BOE and the City of New York shall not be obligated to the Contractor or any
other party for the provision of escort services.


 


“(f)                        Basic, Refresher and
Additional Training for Special Education Escorts.  The Contractor shall arrange for BOE approved
basic escort training courses.  Each
escort must complete the American Red Cross Multi-Media Starter Course in First
Aid.  This course shall provide the
knowledge and skills called for in situations where emergency first aid care is
required and medical assistance is not excessively delayed.  The Multi-Media Starter in First Aid also instructs
on personal safety an accident prevention so that a person can learn the causes
of accidents and act to eliminate or minimize such causes.


 


“(i)                         The escorts (attendants/matrons) must meet the
requirements for course completion, which includes taking a written
examination, receiving a satisfactory grade and being issued a
certificate.  Each escort must submit to
OPT a certificate as proof of course completion.  Every escort (attendant/matron) shall take the refresher course
once every three (3) years and furnish to OPT evidence of completion of the
course.


 


“(ii)                     The Contractor understands and agrees that the costs
for such course required by the Board will not be borne by the Board Of
Education.


 


“(g)                     Escort Subcontractor.  The Contractor may delegate performance of
escort services to an acceptable subcontractor; however, the Contractor will
remain responsible for all pertinent contractual obligations.  The Director will have sole and final
discretion to approve or disapprove at any time the Contractor’s particular
choice of an initial or replacement escort subcontractor.  Whereupon the BOE requests new, updated or
revised information regarding any subcontractor, the Contractor must supply the
data immediately and/or secure the cooperation of the affected subcontractor to
make full and prompt disclosure of any information.


 


“(h)                     Annual List of Escorts.  At any time as required by the Director, the
Contractor must provide a list of all escorts and substitute escorts to be
utilized for special education school bus service during the prospective school
year.  The list must be on a form to be
supplied by OPT and will include, but not be limited to, the following
information: the name, social security number and date of original hire of each
escort.  Whenever a change occurs in the
escort list, the Contractor will provide updated information on the OPT form(s)
not later than the end of the month in which any change occurs.”


 


(D)                               NO
DUPLICATION OR MISALLOCATION OF COSTS. 
To prevent unjust enrichment through misrepresentation or falsification
of cost increase claims, the Contractor hereby agrees, consents and covenants
to abide in all respects by the following rules for the treatment of fixed,
variable or other costs utilized to establish increased expenses from one given
Extension year to the next:


 


(1)                           Duplication
of Costs.  Regarding contracts
under Serial Nos. 0070, 8108, G8805, G8891 and G9325 only in the establishment of allowable cost
increases under ARTICLE V–A (see  Para-


 


17

















 


graph B,
supra)
and ARTICLE XIX (see  Paragraph C,
supra),
the Contractor must not commingle, combine, merge or duplicate costs in any
manner or to any extent between the two Articles, i.e., costs used to justify
increased payments for vehicles and drivers under ARTICLE V–A may not be used
again to justify increases in the Base Escort Daily Compensation Rate, and vice
versa.  In addition, the Contractor
shall not cause and/or allow any other forms of duplication and/or
multiplication of costs and/or items of cost increase in any manner or to any
extent.


 


(2)                           Allocation
of Costs.  If the Contractor
misallocates any cost item(s), the allocation will be disallowed.  Improper allocation or “misallocation” is
defined as a transgression of one or more of the following precepts:


 


(a)          Only those of the
Contractor’s fixed, variable or other costs that are directly attributable to
the performance and/or administration of BOE pupil transportation contract work
will be considered allowable expense items. 
Costs attributable to a contractor’s other operations, whether in the
public or private sector, will not be allowed to justify payment increases.


 


(b)          Costs must be
attributable solely to the specific group of contracts covered by this
Extension Agreement, i.e., Contract Serial Nos. 0070, 7165, 8108, G8805, G8891
and G9325.  Expenses allocable to BOE
pupil transportation contracts other than these eight serial numbers must not
appear in any materials presented to justify payment increases under this
Extension Agreement.


 


(c)          Costs must be
attributable solely to the corporate, partnership, sole proprietorship or other
entity that constitutes the Contractor. 
Expenses allocable to a parent or other affiliated entity must not
appear on the Contractor’s cost justification financial statement.  Where employees, offices, storage and
maintenance facilities or other cost items are shared by several affiliated or
unaffiliated entities, all or some of which hold separate BOE transportation
contracts, assertions of expense increases must reflect only those percentages
of utilization directly allocable to the claimant Contractor.


 


(d)          Allocation of costs must
be based on the number of vehicle days and not merely the number of vehicles
under contract.


 


(e)          Such other forms of
misallocation of costs as may be determined by the BOE, the New York City
Office of the Comptroller or the New York State Education Department, in
accordance with the terms and conditions of this Contract.


 


(E)                                 AMENDMENTS TO INSURANCE PROVISIONS.


 


(1)                           The Extension and Eighth Amendment of Contract for
Special Education Pupil Transportation Services and the original Contract are
hereby amended to provide as follows:


 


(a)          The Contractor must
obtain and maintain throughout the life of this extension and Eleventh
Amendment the following types of coverage in strict compliance with the terms,


 


18

















 


conditions and minimum
amounts stated in this Contract: Motor Vehicle liability Insurance, Property
Damage Liability Insurance, Worker’s Compensation Insurance, Comprehensive
General Liability Insurance and Subcontractor’s Insurance.


 


(b)          The Contractor shall
arrange with its carrier(s) to have the Board and the City appear as additional
insured parties on every policy and certificate of insurance for all coverage
under this Contract.  To the extent
commercially available, the Contractor shall not obtain or use any insurance
policy(ies) or contract(s) for purposes of this Contract that contains any
endorsement exclusions relating to an additional insured’s negligence, relating
to the maintenance, use and operation of an additional insured’s realty or
personalty, or relating to any other activities by the additional insured that
arise from, or in the context of, this Contract.


 


(c)          The Contractor must
obtain the foregoing certifications and policies from an insurance company(ies)
acceptable to the Board of Education.


 


(d)          The Contractor must
maintain all required coverage in full force and effect throughout the life of
this Extension and Eleventh Amendment Agreement.  The Contractor must file renewals with the Director at least
thirty (30) days before the expiration of any policy.


 


(e)          The Contractor shall
obtain, maintain, and tender insurance policies for the following types of
coverage in the following minimum coverage limits, and the Contractor shall
comply with the following terms and conditions with respect to all such
insurance coverage:


 


(i)                                    The
Contractor shall obtain both comprehensive general liability insurance coverage
and automobile liability insurance coverage for personal injury (including, but
not limited to death, sickness, disease and disability) and property damage,
caused directly or indirectly by any act(s) of commission or omission of the
Contractor and/or the Contractor’s agents, servants, employees, partners
(including, without limitation, general, limited, silent and apparent
partners), directors, officers, subcontractors, subcontractor employees,
volunteers, invitees, licensees, designees, assignees or any other
representatives.  For each type of
coverage, the liability limits for personal injury (including, but not limited
to death, sickness, disease and disability) shall be not less than (a) combined single limit coverage of Five
Million Dollars ($5,000,000.00) per occurrence, or (b) split limit coverage of Five Hundred Thousand Dollars
($500,000.00) per person and Five Million Dollars ($5,000,000.00) per
occurrence.  For each type of coverage,
the liability limits for property damage shall be not less than (aa) combined single limit coverage One
Hundred Thousand Dollars ($100,000.00) per occurrence, or (bb) split limit coverage of Fifty Thousand
Dollars ($50,000.00) per person and One Hundred Thousand Dollars ($100,000.00)
per occurrence.


 


(ii)                                Not
later than thirty (30) days after the date of execution and before the start of
any of the work under this Contract, the Contractor shall submit to the BOE
evidence of the insurance specified herein together with all supporting
documentation reasonably


 


19

















 


deemed necessary by the
Director.  The Contractor shall transmit
one (1) copy of each of all insurance policies and certificates of insurance to
the Board of Education of the City of New York, Office of Pupil Transportation,
33-00 Northern Boulevard, Room 223, Long Island City, New York 11101,
Attention: Contractual & Regulatory Affairs Unit.  The Board’s receipt of such policies and certificate shall be a
condition precedent to any payment by the Board to the Contractor under the
Contract.  Furthermore, the Contractor
shall transmit an informational copy of this Agreement to its insurance
carrier(s) together with a cover letter(s)—the cover letter(s) shall identify
the Contractor’s insurance policy(ies) and/or account number(s)—that alerts and
informs the carrier(s) of the existence of this Agreement and particular
insurance provisions contained herein.


 


(2)                     Worker’s
Compensation Insurance.  The
Contractor shall maintain Worker’s Compensation insurance in the manner and
amount(s) as prescribed by law.  The
Contractor must maintain such insurance throughout the life of this Contract
and up to the completion of required services or work to be performed.


 


(3)                     Subcontractors.  Before the Director may approve the
Contractor’s utilization of any subcontractor(s)—where such use is permitted
under this Contract—the Contractor must submit an acceptable written
certification(s) that such subcontractor(s) complies fully with (a) all of insurance requirements of this
Contract including, but not limited to, the specification of the BOE and the
City as additional insured parties in all of each subcontractor’s insurance
policies, and (b) the Worker’s
Compensation Law including appropriate insurance coverage.


 


(4)                     Required
Rider Provisions.  The
Contractor shall ensure that every policy for all of the insurance coverage
required under this Contract shall contain the following provision via a rider
attached to every such policy:


 


(a)          Any and all notices that the insurer(s) shall provide to the Board
shall be addressed to the Director at “Board of Education of the City of New
York, Office of Pupil Transportation, 33-00 Northern Boulevard, Room 223, Long
Island City, New York 11101, Attention: Contractual & Regulatory Affairs
Unit.”


 


(b)          The Contractor shall transmit prompt notice of each coverable accident
or occurrence to the Contractor’s insurer(s) with such notice transmittal to
occur not later than required under the Contractor’s insurance policy(ies) or
contract(s).


 


(c)          The Contractor’s insurance policy(ies) or contract(s) shall not be
terminated, revised, modified or otherwise changed unless the affected
insurer(s) shall have provided at least thirty (30) days advance written notice
to the Director regarding such termination, revision, modification or other
change.  If an insurer(s) notifies the
BOE of the termination of any required coverage, the Contractor shall provide
written evidence, e.g., a new certificate of insurance, before the effective
date contained in such notice(s) that the affected insurance coverage has been
fully replaced.  If an insurer(s)
notifies the BOE of any non-termination revi-


 


20

















 


sion, modification or other change
that causes the Contractor’s insurance to be out of compliance with the
requirements of this Contract, the Contractor shall cure such non-compliance
before the effective date contained in such notice(s).


 


(5)                     The minimum coverage limit amounts and types of
insurance coverage expressed in this Agreement shall not be construed in any
manner whatsoever to limit the nature and/or extent of the Contractor’s
responsibility and liability under this Agreement to defend, indemnify and hold
harmless the Board and the City as hereinafter provided.


 


(6)
The Contractor must obtain, maintain, and renew throughout the life of this
Contract such additional insurance policies necessary to comply with all
applicable laws, rules, and/or regulations governing the performance of this
Contract.  Moreover, the Contractor must
obtain, maintain, and renew throughout the life of this Contract all required
types of insurance coverage in amounts not less than those specified above for
each additional vehicle, transportation service, or other service which may be
required during the term of the Contract. 
Whereupon the Director assigns to the Contractor additional vehicles,
transportation service, or other service, the latter must submit a certification
that additional insurance has been obtained prior to the start of the
additional work.


 


(7)                     The BOE
reserves the right to alter, either by increase or decrease, the minimum limits
of coverage required under this Contract by a duly approved Resolution of the
Board.  Should the minimum limits of any
or all types of insurance coverage be increased, the Board of Education will
not provide, nor will the Contractor be entitled to, any additional
compensation.  Should the minimum limits
of insurance coverage be reduced, the Board will be entitled to a credit from
the Contractor for any savings in premiums.


 


(8)                     If any or all
vehicles to be used to perform this Contract are not owned directly by the
Contractor, the insurance certificates and policies must be endorsed to include
the Contractor as well as the Board and the City as additional insured
parties.  Any insurance certificates
and/or policies that reflect coverage only for an owner, who is not the
Contractor, are not acceptable.


 


(9)                     The
Contractor hereby agrees to defend, hold harmless and indemnify the Board and
the City from and for all claims, actions, damages, judgment, expenses,
attorney’s fees and compensation, whether in contract or tort, arising out of
personal injury (including, but not limited to, death, sickness, disease and
disability) and/or property damage sustained or alleged to have been sustained
in whole or in part as a result of, or arising out of, any act or omission of
the Contractor, its agents, employees and/or subcontractors, or caused or
resulting from any deleterious substance in any products supplied, or while
equipment, supplies, etc. are being delivered, or the
service-work performed under this Contract, whichever instance is applicable.


 


(F)                                 Paragraph
E of the Extension & Eighth Amendment Agreement of Contract Serial Nos.
0070, 8107, 8108, G8805, G8891 and G9325 is hereby amended to read as follows:


 


“1.  Priority
in Hiring and Master Seniority Lists.


 


21

















 


“There shall be
established two industry-wide Master Seniority Lists.  One list shall be composed of all operators (drivers), mechanics,
and dispatchers and the other list shall be composed of escorts
(matrons-attendants) who were employed as of June 30, 2000, under a contract
between their employers and the Board for the transportation of school children
in the City of New York, who are furloughed or become unemployed as a result of
loss of contract or any part thereof by their employers, or as the result of a
reduction in service directed by the Board during the term of the contract, in
accordance with their date of entry into the industry.  All operators (drivers), mechanics,
dispatchers and escorts (matrons-attendants) on the Master Seniority Lists who
participated in the Division 1181 A.T.U.–New York Employees Pension Fund and
Plan as of June 30, 2000, and who do not exercise their option to withdraw from
the Fund and Plan shall continue to participate in such Pension Plan.


 


“Any existing contractor
or individual who conducted business as a sole proprietor, or as a member of a
partnership or who held a controlling interest in a corporation that performed
service pursuant to contract expiring in June, 2000 (contractor) shall give
priority in employment on September, 2000 or thereafter on the basis of
position on the Master Seniority List of any additional or replacement
operators, mechanics and dispatchers beyond those performing service as of June
30, 2000 consistent with the number of employees required by the specifications
of the contract expiring June, 2000 for the number of vehicles providing
service to the Board as of June 30, 2000 to individuals from the Master
Seniority List until such list is exhausted.


 


“Any new contractors, i.e.,
those who did not provide service pursuant to contract expiring June, 2000 (new
contractor), shall give priority in employment in September, 2000 or thereafter
on the basis of seniority to every operator (driver), mechanic and dispatcher
performing service pursuant to such contract starting from the first employee
from the Master Seniority List until such list is exhausted.


 


“Should the Board
determine to require the contractor to provide escort service in addition to
the operator, and in the event that all escorts (matrons-attendants) on the
Master Seniority List, who were employed as of June 30, 2000, are not employed
as escorts by contractors for the beginning of service in September of 2000,
then said escorts shall be employed in order of their position on the Master
Seniority List.


 


“2.  Compensation.


 


“All operators (drivers),
mechanics, dispatchers and escorts (matrons-attendants) on the industry-wide
Master Seniority Lists shall be employed and paid on a full-time basis based
upon the wage scale received from prior employer under pupil transportation contracts.


 


“The contractor shall
compensate operators (drivers), mechanics and dispatchers and escorts
(matrons-attendants) who appear on the Master Seniority Lists and who are
employed pursuant to contracts to be awarded as follows for the term of the
contract:


 


22

















 


“(a)                                              operators
(drivers) and dispatchers at a daily rate of pay, including any COLA, for each
day of service, not less than that paid pursuant to any applicable labor
collective bargaining agreement.


 


“(b)                                              mechanics
at a daily rate of pay, including any COLA, for each day of service, not less
than that paid pursuant to any applicable labor collective bargaining
agreement.


 


“(c)                                              escorts
(matrons-attendants) at a daily rate of pay, including any COLA, for each day
of service, not less than that paid pursuant to any applicable labor collective
bargaining agreement.


 


“Such operators (drivers)
and escorts (matrons-attendants) shall be available for extended service,
without additional compensation, which shall be defined as performance within
the particular job category (i.e. drivers as drivers, and escorts
(matrons-attendants) as escorts (matrons-attendants) ) within the eight (8)
hour work day within the spread (8 within 10 hours) provided for in the
collective bargaining agreement covering said employees, if any.


 


“3.  Welfare.


 


“Contributions by the
contractor for providing welfare benefits to operators (drivers), mechanics,
dispatchers and escorts (matrons-attendants), in the event the contractor
employs escorts, who appear on the Master Seniority List shall be no less than
$410 per employee per month on a twelve month basis during each year of the
contract.


 


“4.  Pensions.


 


“The contractor shall
sign an agreement with Division 1181 A.T.U.–New York Employees Pension Fund and
Plan to participate in such plan on behalf of all operators (drivers),
mechanics, dispatchers and escorts (matrons-attendants), in the event the
contractor employs escorts who appear on the Master Seniority Lists and who
participated in the Fund and Plan as of June 30, 2000.  This requirement shall not be interpreted to
require a contractor to enter into a collective bargaining agreement with the
union nor shall it prohibit the contractor from entering into a collective bargaining
agreement with the union.  The
contractor shall file a copy of the executed agreement with the Trustees of the
Fund and Plan to participate in said Fund and Plan and with the Secretary of
the Board with the acknowledgment of the Notice of Award.


 


“The contractor shall
contribute $48.15 per week per operator (driver), mechanic and dispatcher on
the Master Seniority List, and participating in the Plan and Fund as of June
30, 2000, for forty weeks each year for the term of the contract, or such
greater amount as may be required, based on contributions by contractors on
behalf of the majority of employees participating in the Fund and Plan pursuant
to a collective bargaining agreement with Local 1181–1061.  The contractor shall withhold $23.00 a week
from each operator, mechanic and dispatcher participating in said Fund and Plan
for forty weeks each year for the term of the contract, or such greater amount
as may be


 


23

















 


required based on
contributions of a majority of the operators (drivers), mechanics or
dispatchers contributing to the Fund and Plan.


 


“Such contractors who
provide escort service, shall contribute $44.15 per week per escort (matron-attendant)
for forty weeks each year for the term of the contract, or such greater amount
as may be required based on contributions by contractors on behalf of the
majority of employees participating in the Fund and Plan pursuant to a
collective bargaining agreement with Local 1181–1061.  The contractor shall withhold $18.00 per week from each escort,
(matron-attendant) participating in said Fund and Plan and Fund for forty weeks
each year for the term of the contract, or such greater amount as may be
required based on contributions of the majority of the escorts contributing to
the Fund and Plan.


 


“In connection with
employees who are on the Master Seniority List and who do not participate in
the Local 1181–1061 Fund and Plan, they shall not be required to participate in
the Plan but shall participate in the collective bargaining agreement, if any,
of their employer.


 


“The contractor shall pay
all such amounts to the Fund and Plan within seven days after the end of each
payroll period.


 


“5.  Enforcement.


 


“In addition to any other
remedies provided in the contract between the Board and the contractor, such as
default and/or termination, if the contractor is found to be in violation of
the foregoing employee protection provisions regarding the payment of wages,
welfare benefit contributions, pension contributions, or other aspects of
compensation or benefits, then the Director of the Office of Pupil
Transportation, within thirty (30) days of written notice, shall withhold the
appropriate amounts from any payments due to the contractor and pay them
directly to the applicable union for the benefit of the employees affected, to
the Division 1181 A.T.U.–New York Employees Pension Fund or other applicable
union pension fund for the benefit of the employees affected or to the
appropriate Welfare Fund for the benefit of the employees affected.  If the affected employees are not affiliated
with any union, then the Board shall investigate on their behalf allegations of
employee protection provision violations regarding the payment of wages,
welfare benefit or health insurance contributions, pension or similar savings
plan contributions, or other aspects of compensation or benefits.  Upon a finding of any such violation(s), the
OPT Director shall withhold the appropriate amounts from any payments due to
the Contractor and pay them directly to the employees or to such health insurance
companies or other institutions as appropriate.


 


“In the event any
contractor willfully fails to comply, the Board of Education shall act to
cancel such contractor’s contract; provided, however, that the Board shall not
be required to act so as to cause a disruption of service.


 


24

















 


“6. 
Contractors providing a total of five vehicles or less pursuant to all
contracts with the Board for the transportation of pupils shall not be subject
to the foregoing provisions with respect to operators (drivers), mechanics and
dispatchers.


 


“Escorts
(matron-attendants) shall not be included in the exclusion in this paragraph six (6).


 


“7. 
For the purposes of this section, corporate bidders who are subject to
common control as determined by the Board based upon analysis of (a) ownership of the corporation’s assets, (b) coincidence of corporate officers and
directors, and (c) such other
factors as the Board determines to be relevant, are deemed to be one bidder.


 


“8. 
The Board may in its sole and unfettered discretion change any date
which determines employee protected status, employer status or any other
status, which is contained in any employee protection provisions of the
Contract.  The Master Seniority Lists
will be updated to June 30, 2000 as permitted in accordance with pre-existing
collective bargaining agreements executed prior to the date of execution of
this Contract.  Furthermore, the rates
quoted herein may not be reflective of current labor rates in effect.  The contractor should pay special attention
to the fact that many employees on the Master Seniority Lists have been in the
industry for many years and therefore may be entitled to substantial wages,
pension and welfare benefits and wage accruals.


 


“The date for inclusion
on the Master Seniority List is hereby updated to the last school day in June,
2000 as permitted in accordance with pre-existing collective bargaining
agreement executed prior to the date of this Extension Agreement and Amendment
Agreement.”


 


(G)                   MISCELLANEOUS
VEHICLE SPECIFICATIONS AND OPERATIONAL AMENDMENTS.  Any terms, conditions and specifications to
the contrary notwithstanding, the Contract is hereby amended as follows:


 


(1)                                             Federal
Safety Standards.  All vehicles
used to perform this Contract must meet all of the 1977 Federal Safety
Standards, as reflected in Title 49 of the Code of Federal Regulations, Part
571, and particularly, Standard Nos. 105, 111, 220, 221, 222, and 301 (the
“1977 Standards”).  Violation of this
provision to any extent will be grounds for a determination of contractual default.


 


(2)                                             Age
and Condition of Vehicles.   The
vehicles affected by this provision include all originally contracted vehicles,
(i.e., “contract vehicles”) and all additional and spare vehicles.  Except for the age of vehicles, nothing
contained in this Paragraph (2)
and/or any of its subparagraphs shall be deemed or construed in any manner or
to any extent whatsoever to act and/or operate in abrogation or derogation of
any other individual or cumulative provisions of the Contract, as heretofore
amended and extended.


 


(a)          The Contractor shall
furnish service, maintenance and repairs of all vehicles used in the
performance of this contract in compliance with (i) all manufacturer’s guidelines for maintenance, service and
repairs, (ii) all Federal and
State of New York statutes, regulations, rules, guidelines and policies
applicable to service, maintenance and repair of school bus vehicles,


 


25

















 


(iii)
all New York State Department of Transportation and New York State Department
of Motor Vehicles policies, rules and regulations, (iv) Federal and State regulations applicable to maintenance
and repair of school bus vehicles, and (v)
all New York State Education Department, policies, rules and regulations
applicable to service, maintenance and repair of school bus vehicles.  The Contractor shall maintain and, upon
demand, shall present to the Director contemporaneously kept, accurate, complete,
orderly and written records of the school bus vehicle maintenance and repair
activities performed in accordance with the foregoing.


 


(b)          The Director shall have
the right to disapprove any vehicles under this Contract and to require the
Contractor to furnish an acceptable replacement vehicles in the event that the
Director determines in his/her reasonable judgement any such vehicle(s) to be
unfit for service.


 


(c)          During the life of this
Extension Agreement all vehicles must comply with the following:


 


(i)                        By July 1, 2000 no more than 30% of  the number of vehicles operated by a
Contractor as of June 30, 2000 pursuant to this contract may be manufactured
prior to 1987;


 


(ii)                    By July 1, 2001 no more than 25% of  the number of vehicles operated by a
Contractor as of June 30, 2000 pursuant to this contract may be manufactured
prior to 1987;


 


(iii)                By July 1, 2002 no more than 20% of  the number of vehicles operated by a
Contractor as of June 30, 2000 pursuant to this contract may be manufactured
prior to 1987;


 


(iv)                   By July 1, 2003 no more than 15% of  the number of vehicles operated by a
Contractor as of June 30, 2000 pursuant to this contract may be manufactured
prior to 1987;


 


(v)                       By July 1, 2004 no more than 10% of  the number of vehicles operated by a Contractor
as of June 30, 2000 pursuant to this contract may be manufactured prior to
1987;


 


(d)          The Contractor may
continue to use the vehicles that are in service as of the date of the
execution of this Extension and Amendment Agreement throughout the term of said
Extension and Amendment Agreement, provided each such vehicle is in compliance
with subparagraphs a, b and c
hereof.  However, any new vehicles that
shall be placed into service during the term of this Extension and Amendment
Agreement shall be not more than five years old at the time such vehicle is
placed into service.  Vehicles
transferred among contractors that are subject to common control shall not be
considered as new vehicles under the preceding sentence.  In his/her reasonable discretion, the Director
may allow the continued use of any given contractor’s vehicles that are in
service as of the date of the execution of this Extension and Amendment
Agreement upon an assignment of the Contract, if and to the extent any such
assignment shall be approved in accordance with the terms and conditions of the
Contract, as heretofore amended and extended.


 


26

















 


(3)                     List of
Vehicles.  At any time stated by
the Director, the Contractor must provide a list of all vehicles, including
spare and maintenance vehicles, to be operated during each Extension year.  Each list must show for every vehicle the
year, make, type, seating capacity, registration number, bus number, license plate
number, owner, lessee (if applicable), and the expiration date of the New York
State Department of Transportation approval sticker.  The information must be provided on forms approved and supplied
by the BOE, and the Contractor must supply a copy of the title or certificate
of registration for each listed vehicle. 
Whenever any changes occur in the list of vehicles, the Contractor must
update the list within ten (10) business days. 
In addition, the Contractor must provide at the same time written
assurance that all vehicles are equipped with two-way radios.


 


(4)                     Air
Conditioning/Climate Control Systems. Each vehicle that is required to
have an Air Conditioning/Climate Control System must be equipped with an air
conditioning system with sufficient power-train, electrical, and engine cooling
support systems to maintain comfortable conditions throughout the entire
interior of the vehicle during any warm weather periods at ambient temperatures
not higher nor lower than necessary to meet the medical and comfort needs of
each passenger.


 


(a)          By July 1, 2000,
five percent (5%) of all mini wagons, ramp wagons and hydraulic lifts operated
by the contractor pursuant to this contract will be required to be equipped
with air conditioning/climate control systems.


 


(b)          By July 1, 2001,
ten percent (10%) of all mini wagons, ramp wagons and hydraulic lifts operated
by the contractor pursuant to this contract will be required to be equipped
with air conditioning/climate control systems.


 


(c)          By July 1, 2002,
fifteen percent (15%) of all mini wagons, ramp wagons and hydraulic lifts
operated by the contractor pursuant to this contract will be required to be
equipped with air conditioning/climate control systems.


 


(d)          By July 1, 2003,
twenty percent (20%) of all mini wagons, ramp wagons and hydraulic lifts
operated by the contractor pursuant to this contract will be required to be
equipped with air conditioning/climate control systems.


 


(e)          By July 1, 2004,
twenty-five percent (25%) of all mini wagons, ramp wagons and hydraulic lifts
operated by the contractor pursuant to this contract will be required to be
equipped with air conditioning/climate control systems.


 


(5)                     Fax
Machines.  All contractors must
provide to the Director an available number where documents pertaining to pupil
transportation may be faxed.


 


(6)                     Computer
Systems.  The Contractor will be
required to maintain a computer system sufficient to run applications developed
by the Office of Pupil Transportation. 
Currently the minimum computer system required is as follows: Pentium II
Computer, 4 megabytes RAM, 6 gigabyte hard


 


27

















 


disk, Windows 95 or
Windows 98, and 56k Modem.  During the
life of this Extension Agreement, the contractor will be required to update the
computer system as required by the Director.


 


(7)                     New Laws,
Rules, Regulations, Bylaws or School Bus Safety Features.  Whereupon any Federal, State, local or BOE
laws, rules, regulations or bylaws are enacted, updated, revised, amended or
otherwise changed in any manner which require the Contractor to undertake any
new or revised procedures affecting school bus personnel or operations (i.e.,
school bus personnel drug or alcohol testing, driver licensing or training
procedures, etc.) or the introduction onto vehicles of new safety features or
any other equipment (e.g., increased seat-back padding, back-up beepers, stop
arms, safety sensors, seat belts, etc.), the Contractor must comply
promptly.  The Contractor must assume
the full cost of compliance with any new or revised driver and/or operational procedures
and/or for the purchase and installation of new safety features and/or other
equipment in compliance with any such legal and/or regulatory changes and shall
not be entitled to any additional remuneration from the BOE except as expressly
permitted by law, i.e., if the BOE is able to obtain State aid or other
Federal, State of New York and/or City of New York funding to pay for all or
any portion of the Contractor’s compliance with such legal and/or regulatory
changes, the BOE shall pay the Contractor for such compliance but only
to the extent of the Board’s receipt of such funding.


 


(8)                     Railroad
Crossings.  Each driver must
make a full stop at all railroad crossings, except that no stop is necessary at
any railroad crossing where a police officer, New York City Department of
Transportation traffic control officer, or a traffic control signal directs traffic
to proceed.


 


(9)                     EZ Pass.  Every vehicle used under this Contract
(including spare vehicles but not maintenance vehicles) that crosses one or more
toll bridges as part of the performance of its regularly scheduled run(s) must
be equipped with an EZ Pass that meets all applicable laws, rules and
regulations.  In addition, the
Contractor shall purchase and maintain a sufficient number of EZ Passes to
ensure that all buses used for field trips shall be able to have EZ Passes to
speed their passage across any affected toll bridges.


 


(10)              Back-Up Warning
Alarms.  Every vehicle used
under this Contract (including spare and maintenance vehicles) must be equipped
with an automatic audible alarm system installed behind the rear axle.  The said alarm system on each vehicle must
comply in every respect with the official published standards of the Society of
Automotive Engineers (hereinafter expressed as “SAE”) entitled, “Back-up Alarm
Standards,” (SAE No. 994b) specifying 97±4dBA for rubber tired vehicles as well
as all applicable Federal, State of New York, City of New York and/or BOE laws,
bylaws, rules, regulations and policies as the same currently exist or may be
created, added, deleted, updated, recodified, revised, amended or otherwise
changed during the term of this Extension and Amendment Agreement.


 


(11)              Use of Vehicles.  ARTICLE XII entitled, “Use of Vehicles,” in
Contract Serial Nos. 0070, 8108, G8805, G8891 and G9325 and Article 35
entitled, “Use of Vehicles,” in Contract Serial No.


 


28

















 


7165, are hereby amended
by the addition of sixth and seventh unnumbered paragraphs, respectively, at
the end of each such Article to read as follows:


 


“In addition to all other uses of vehicles prescribed
in pupil transportation contracts, the Director shall have the right, power and
authority to require the Contractor to provide vehicles during the hours
between the transportation of pupils to school for the morning sessions and the
pick-up of pupils for homeward bound trips for service to other mayoral and/or
non-mayoral City of New York agencies and to any other public agencies and/or
private organizations, as determined by the Director.  While not previously invoked to any great extent during the
period of the Contract, the provisions of the third unnumbered paragraph
contained in this Article XII are still in full force and effect as stated
herein.  The Contractor shall be entitled
to payment for such services as stipulated in this contract.  At no time shall such service interfere with
the timely transportation of pupils to and from school.”


 


(H)                               MISCELLANEOUS
FINANCIAL AMENDMENTS.  Any
express terms, conditions and specifications to the contrary notwithstanding,
the Contract is hereby amended as follows:


 


(1)                     SED State
Aid and Other Forms.  The
Contractor does hereby warrant and agree to complete and duly execute any and
all New York State Education Department (herein expressed as “SED”) forms for
State aid and other purposes that shall be needed to maintain the continuity of
funding for this Extension and Amendment Agreement.


 


(2)                     Cancellation.


 


(a)          General Terms and
Conditions Section 7 entitled, “Cancellation,” is amended so that the Director
may seek to have the Contractor declared by the Chancellor’s Board of Review to
be in default of the Contract either as a whole or merely in one or more
“items” of the Contract, i.e., the Contract is divisible into its several
“items.”  Upon a finding of default, the
Chancellor’s Board of Review may terminate the whole Contract or merely one or
more contractual “items.”


 


(b)          General Terms and
Conditions Section 7 entitled, “Cancellation,” is amended by the addition of a
new paragraph “D” to read as follows:


 


“In the event of significant or repeated safety
violations due to acts of commission and/or omission by the Contractor or its
employees that result from the Contractor’s failure and/or refusal to conduct
its operations according to good pupil transportation industry practices, the
BOE may terminate the Contract upon thirty (30) days written notice to the
Contractor, unless the Contractor can establish to the Director’s reasonable
satisfaction that the Contractor’s record of safety will thereafter be
satisfactory according to good industry practices.  For purposes of this provision, the term “safety violations”
shall mean significant and/or repeated violation of safety laws and/or
regulations of the U.S. Department of Transportation,


 


29

















 


the New York State Department of Transportation, the
New York City Department of Transportation and/or the BOE, provided, that
before terminating this agreement for significant and/or repeated safety
violations, OPT shall provide the Contractor with notice and an opportunity to
cure.”


 


(c)          General Terms and
Conditions Section 7 entitled, “Cancellation,” is amended by the addition of a
new paragraph “E” to read as follows:


 


“In
the event of an indictment of the Contractor, its principals, officers, or
management employees on the basis of acts of commission or omission involving
or affecting the provision of pupil transportation services under any BOE pupil
transportation contract(s) including, but not limited to, acts of commission or
omission that excessively increase BOE costs of doing business, the BOE may, at
the Director’s discretion, either terminate the Contract upon thirty (30) days
written notice to the Contractor or require the Contractor to obtain the
employment termination and/or ownership divestiture of the indicted
party(ies).  Before a final decision on
either disposition, the Director shall afford the Contractor a personal meeting
to allow for a full, open discussion of relevant issues.”


 


(d)          General Terms and
Conditions Section 7 entitled, “Cancellation,” is amended by adding a new
paragraph “F” to read as follows: “Nothing herein shall otherwise limit the
rights and remedies of the Director and/or the Board of Education as set forth
in this Contract.”


 


(3)                     BOE
Procedural Due Process Arising from Controlled Substance and/or Alcohol
Consumption and Abuse.  The
Contractor does hereby stipulate and agree that Federal and State of New York
courts and the SED have issued judicial decisions requiring the BOE to administer
forms of procedural due process under certain circumstances in cases where any
of the Contractor’s employees or subcontractor employees have their BOE
certifications of approval suspended and/or permanently revoked as a consequence
of positive test results for the presence of a controlled substance(s) and/or
alcohol.  The Contractor does hereby
further stipulate and agree to comply fully with all Federal, State of New
York, City of New York and BOE laws, bylaws, rules, regulations, procedures and
policies applicable to the prohibition of consumption of, and testing for,
controlled substances and alcohol with respect to its employees and
subcontractor employees that affect the safe operation of school bus vehicles
as the same currently exist or shall be added, deleted, updated, amended, revised
or otherwise changed during the Term of this Contract.  The Contractor does hereby further stipulate
and agree that compliance with the preceding sentence shall require the
Contractor to administer effectively a program of controlled substance and
alcohol abuse prevention, training, testing and other services, for portions of
which the Contractor may elect to use professional subcontractors.  The Contractor shall submit to the BOE for
advance and continuing(10)


 












(10) In the event that the OPT Director shall inquire into any
allegation(s) that any previously approved subcontractor shall have provided
unsatisfactory performance of its controlled substance and alcohol abuse
prevention, training and/or testing responsibilities, the Contractor shall
furnish full and detailed written information about the affected subcontractor
and shall otherwise provide all reasonable assistance in the conduct of any
such BOE inquiry.  Whereupon the OPT
Director shall determine after such an inquiry that any previously approved
subcontractor shall have provided unsatisfactory performance of its controlled
substance and alcohol abuse prevention, training and/or testing
responsibilities, the Contractor shall cease and desist from any use of such
subcontractor immediately upon receipt of written notice from the OPT Director
to that effect.


 


30

















 


approval by the OPT
Director full and detailed written information(11) about every subcontractor
that the Contractor shall elect to use to provide controlled substance and
alcohol abuse prevention, training, testing and other services under this
Contract.  The Contractor does hereby
further stipulate and agree that, if the OPT Director shall reasonably
determine that the reversal, disqualification or other nullification by the
BOE, a Federal or State court, the SED and/or any other tribunal of competent jurisdiction
of a positive test result for a controlled substance(s) and/or alcohol shall
have been caused and/or permitted by the Contractor’s failure and/or refusal to
administer effectively a program of controlled substance and alcohol abuse
prevention, training, testing and other services, the Contractor shall pay all
BOE and/or City of New York costs for disciplinary conferences, other forms of
procedural due process and the defense of judicial, administrative and/or other
claims, actions, proceedings, special proceedings and/or appeals.  Such BOE and/or City costs may include, but
shall not be limited to, BOE administrative personnel hourly rates, BOE facilities
use fees, expert witness fees, subcontractor and other document production
fees, back pay for Contractor employees, and reasonable attorney fees.  Reasons for an OPT Director’s determination
that a reversal, disqualification or other nullification by the BOE, a Federal
or State court, the SED and/or any other tribunal of competent jurisdiction of
a positive test result for a controlled substance(s) and/or alcohol shall have
been caused and/or permitted by the Contractor’s failure and/or refusal to
administer effectively a program of controlled substance and alcohol abuse
prevention, training, testing and other services may include, but shall not be
limited to, failure to maintain adequate records, failure to produce evidence
and/or expert testimony from a subcontractor(s), failure to safeguard the chain
of custody of a test sample(s), and failure to use adequate and/or approved
scientific testing methods.


 


(4)                     Sales,
Excise and Use Taxes.  The
Contractor does hereby agree and warrant to cooperate fully with the BOE to
eliminate of the Contractor’s payment of Federal, State and local sales, excise
and use taxes on purchases, leases and other transfers that the Contractor makes,
effects, causes or allows in the performance of the Contract.  The Contractor does hereby further consent
and agree to cooperate fully with BOE efforts to eliminate Federal, State and
local sales, excise and use taxes through a program(s) of BOE purchases of
gasoline, diesel fuel, automotive parts, safety equipment and other goods,
materials, commodities and/or services, which the BOE may supply to the
Contractor and which the Contractor shall use to perform the Contract with the
cost of that same being deducted from any and all BOE payments to the
Contractor.  The BOE may elect to
promulgate particular rules and procedures regarding the elimination of such
taxes, a draft copy of which the Board shall circulate to the Contractor for
comment before final promulgation.  Such
rules and procedures may include, but are not necessarily limited to, the
following: (a) the Contractor’s
use of the Board’s tax exempt status when making, effecting, causing or
allowing purchases, leases and other transfers in the performance of the
Contract (the Board shall furnish


 












(11) The OPT Director may prescribe the types of information of
subcontractor information to be supplied, in which case the BOE shall supply
without cost to the Contractor a form(s) for the provision of such information.


 


31

















 


the Contractor with appropriate forms and procedures), provided,
that the Contractor shall remain the purchaser or lessee of its vehicles,
goods, commodities, supplies, equipment and so forth; (b) the Contractor’s use of BOE-supplied
gasoline, diesel fuel, automotive parts, safety equipment and other goods,
materials, commodities and/or services, the cost of which the BOE shall deduct
from any and all payments to the Contractor; and, (c) the Contractor’s cooperation through the production of
documentary and other evidence and testimony, as specified by the Board, with
any and all attempts by the BOE to seek and obtain refunds of any and all Federal,
State and local excise, sales and use taxes that the Contractor has paid during
any applicable statutory period of limitation for goods, fuel, commodities,
services, leases, etc. in the performance of the Contract.  The Board does hereby stipulate and agree
that it will not seek any refunds or other remedies affecting sales, excise
and/or use taxes, regarding which the Contractor shall be entitled to, or shall
have obtained, an exemption(s), credit(s) and/or refund(s), except where the
Contractor shall have failed and/or refused to have sought any affected
exemption(s), credit(s) and/or refund(s). 
Whereupon the BOE shall require the Contractor to produce documentary
and other evidence and testimony in the course of any attempt by the Board to
seek and obtain refunds of any such taxes, the Board shall pay the Contractor,
as consideration for such cooperation, twenty percent (20%) of any refund
amount attributable to the Contractor’s purchases, leases and other transfers,
but only when and after such refund amounts are actually received by the Board.  If the Contractor shall have obtained an
exemption(s) or refund(s) or shall have taken a credit(s) and/or deduction(s)
from income or other taxes with respect to all or any portion of Federal, State
and/or local sales, excise and/or compensating use taxes applicable to
vehicles, goods, commodities, supplies, equipment and so forth under this
Contract, then the Contractor shall not be required to furnish documentation in
support of a tax refund in connection with the affected sales, excise and/or compensating
use taxes but,
upon request, shall instead furnish the BOE with a full written statement
describing the exemption(s), credit(s) and/or deduction(s) regarding all or any
portion of Federal, State and/or local sales, excise and/or compensating use
taxes applicable to vehicles, goods, commodities, supplies, equipment and so
forth under this Contract to confirm that the Contractor’s Cost Justification Financial
Statements and any other financial reports do not include any tax expenses that
shall have been exempted, credited and/or refunded.


 


(5)                     Limitation
on Payments for Days When Vehicles Are Not Operated.  All provisions of contracts under Serial No.
7165 prescribing no payments for when days when vehicles are not operated shall
remain unchanged for Extension Year 2000-01 but are hereby amended for
Extension Years 2001-02 through 2004-05 to reflect the changes hereinafter
expressed for contracts under Serial Numbers 0070, 8108, G8801, G8891 and
G9325.  The first unnumbered paragraph
of ARTICLE V of contracts under Serial Nos. 0070, 8108, G8801, G8891 and G9325
entitled, “PAYMENT,” is hereby amended by the addition of the following
language between the existing fourth and fifth sentences:


 


“The preceding sentence to the contrary
notwithstanding, the Contractor shall be entitled to receive eighty-five
percent (85%) of its daily rate(s) per vehicle for ‘regularly scheduled school
days’ on which the Chancellor or his designee(s) shall order schools


 


32

















 


to be closed and/or
pupils not to be in attendance for any reason, which percentage shall be deemed
to represent costs that the Contractor is unable to avoid even when service is
not furnished.  The preceding sentence
to the contrary notwithstanding, the Contractor shall not seek, nor be entitled
to receive, payment for one (1) regularly scheduled school day during the
2000-01 Extension Year when the Chancellor or his designee(s) shall order
students not to be in attendance and vehicles not to run; and, for a second
regularly scheduled school day during the 2000-01 Extension Year when the
Chancellor or his designee(s) shall order students not to be in attendance and
vehicles not to run, the Board shall be entitled to pay eighty-five percent
(85%) of the Contractor’s daily rate(s) per vehicle in equal monthly installments
over a period of thirty-six (36) months after the month in which the day of
non-operation shall actually occur.  The
term ‘regularly scheduled school day’ is defined as any day on which schools
are scheduled to be open in accordance with the official BOE Calendar as
originally adopted and published annually and prior to amendment thereof.  Moreover, the Contractor does hereby
stipulate and agree on behalf of itself and its successors and assigns to discontinue
with prejudice any and all pending claims, actions, proceedings and/or special
proceedings against the BOE and to refrain from bringing any claims, actions,
proceedings and/or special proceedings against the BOE that shall have accrued
on or before the execution date of this Extension and Eleventh Amendment
Agreement about any days on which schools were scheduled to have been opened
but were closed for any reason by order of the Chancellor or his designee(s).”


 


(6)                                 Advertising
on Vehicles.


 


(a)          The Contractor shall cooperate fully and
completely with the Board of Education regarding the placement of advertisements
on the two (2) exterior sides of all standard size vehicles, including spare
vehicles.  The Contractor shall not be
responsible for any costs, labor or other work associated with the
installation, repair, maintenance, replacement and/or removal of advertisements
or the repair and/or maintenance of school bus vehicles in relation
thereto.  In addition, the Contractor
must not cause, incur or allow any costs, expenses or other liabilities on its
own part concerning anything whatsoever directly or indirectly related to the
placement, repair, maintenance and/or removal of advertisements on school bus
vehicles or the repair or maintenance of school bus vehicles in connection with
such advertisements, and the Contractor shall not demand, nor be entitled to,
any compensation from the Board of Education for any such costs, expenses or
other liabilities.


 


(b)          The Contractor shall
allow the BOE and/or BOE agents, employees, contractors, subcontractors or
other representatives to affix any and all such advertisements to the
Contractor’s vehicles by any means the Board selects including, but not limited
to, metal and/or plastic frames and/or direct-application adhesive decals, provided, that the
BOE and/or its agent, employee, contractor, subcontractor and/or other
representative shall be responsible for the cost to restore the vehicle bodies
with respect to any damage upon removal. 
The Contractor


 


33

















 


shall cooperate fully to provide access to all of its
vehicles under the Contract, including spare vehicles, at such times when they
are not in use for BOE transportation service including the early morning, midday
and evening hours, as the BOE and/or the BOE agents, employees, contractors,
subcontractors or other representatives shall schedule with at least three (3)
business days advance notice.  Whereupon
any advertisement or any component part thereof becomes damaged to any extent
or destroyed, for any reason whatsoever, and/or whereupon any vehicle sustains
damage or requires repairs or maintenance due to any advertisements or any
component part thereof, the Contractor shall notify the Board’s designated agents,
employees, contractors, subcontractors or other representatives within
twenty-four (24) hours by calling a “212,” “718” or other local New York City
telephone number which the Board shall supply to the Contractor.  If the Contractor shall be dissatisfied for
any reason with any vehicle repairs or maintenance supplied by the BOE or the
Board’s designated agents, employees, contractors, subcontractors or other
representatives, the Contractor shall submit any such claim or dispute in
writing to the OPT Director for resolution, whose decision shall be final and
binding upon the Contractor, except for
administrative appeal to the Chancellor’s Board of Review pursuant to §8.3 of
the Board of Education’s Bylaws.


 


(c)          The Contractor does
hereby stipulate and agree that all revenues or other consideration derived
from the placement of advertisements on the Contractor’s vehicles shall be and
remain forever the sole and exclusive property of the Board of Education and not
the Contractor.  The Contractor further
agrees to follow in every respect any and all rules, regulations, requirements,
specifications or procedures concerning school bus advertisements that the
Board may, in its sole discretion, promulgate in the Board’s “SCHOOL BUS
CONTRACTOR’S MANUAL OF PROCEDURES AND REQUIREMENTS,” as currently or hereafter
updated, revised or otherwise changed.


 


(I)                                    INSURANCE
AND FUEL COST INFLATION RELIEF PROVISIONS.  Whereupon the New York State Legislature shall amend the Education
Law to allow the BOE to obtain State funding to reimburse the Contractor
for any amount of demonstrated and approved increases in the costs of
automotive liability insurance, comprehensive general liability insurance,
employee health care insurance, unemployment insurance, Worker’s Compensation Insurance,
and/or vehicle fuel costs, this Contract shall be deemed amended automatically
and without any need for action by the parties to allow such reimbursement
according to the exact language of such statutory provisions.  Furthermore, all else to the contrary
notwithstanding, the Contract is hereby amended to provide as follows:


 


(1)                                 Interim Excessive Insurance and Fuel Cost Inflation
Relief Provisions.  For
only so long as the Education Law does not provide reimbursement by the
State of New York for automotive liability insurance, comprehensive general
liability insurance, employee health care insurance, unemployment insurance,
Worker’s Compensation Insurance and/or vehicle fuel cost increases, the Board
does hereby agree to suspend partially or totally the application of the two
percent (2%) prompt payment discount to which the BOE is otherwise entitled
under the Contract but only for
contracts under Serial Nos. 0070, 7165, 8108, G8805, G8891 and G9325 and


 


34

















 


only to the extent of
the Contractor’s monthly and/or annual written proof of eligibility as
hereinafter specified.  The preceding sentence
to the contrary notwithstanding, the extent of the Contractor’s eligibility to
use its vehicle fuel cost increases to justify a suspension of the discount
shall be reduced in the manner hereinafter specified at Paragraph (I)(7), et seq., by an amount equal
to thirty percent (30%) of the Contractor’s liability to the BOE, if any, for
overpayments by the BOE to the Contractor from Extension Years 1986-87 through
1999-2000 (hereinafter expressed as “Deductible Amount”) that was the subject
of consolidated litigation entitled, A.C. Transportation, Inc., et al., v. Board of
Education of City of New York, et al., 253 A.D.2d 330, 687
N.Y.S.2d 1 (App.Div. 1 Dept. 1999), leave to appeal denied 93 N.Y.2d 808, 691
N.Y.S.2d 382, 713 N.E.2d 417 (1999).


 


(2)         Eligibility for
Insurance Rate Increase Relief. 
The BOE shall determine annually whether the Contractor shall be eligible
prospectively for partial or total suspension of the two percent (2%) prompt
payment discount on the basis of the Contractor’s submittal of written proof of
sufficient insurance cost increases per vehicle and per employee, as
applicable.  The Contractor must submit
an “Insurance Rate Increase Claim Statement,” as hereinafter defined, by not
later than October 15th of each Extension Year.  The extent of the discount suspension, if
any, shall be governed by the provisions hereinafter expressed at Paragraph (I)(4), et seq.


 


(3)         The term “Insurance Rate
Increase Claim Statement” is defined as a written “review report” prepared by a
CPA or PA licensed by the State of New York, except as otherwise noted
herein.  Each Insurance Rate Increase
Claim Statement shall include all of the facts and figures deemed necessary by
the Director to provide a full view of the Contractor’s insurance cost increase
claims for the applicable comparative periods hereinafter stated at Paragraph (I)(4), et seq.  Each such review report shall state that a
review shall have been performed in accordance with GAAP as of the date of a
given review report and that the information in each Insurance Rate Increase
Claim Statement shall have been based upon the representations of the
Contractor’s management.  Each such
review shall describe the nature of a review as distinct from an audit and
shall describe the standard procedures that the CPA/PA shall have performed,
e.g., an inquiry and an analytical review. 
Each review report shall give the limited assurance that, based upon the
review, the CPA/PA shall not have been aware of any material modifications that
should be made to the Insurance Rate Increase Claim Statement for it to be in
conformity with GAAP.  A compilation
report shall not qualify as an Insurance Rate Increase Claim Statement.  In addition, the CPA/PA preparing each
review report must state that he/she shall have studied the cost justification
manual that shall be supplied by the Board and shall have applied the standards
contained in the Board’s manual to the development of each Insurance Rate
Increase Claim Statement.  If the
Contractor shall not have had a CPA-audited financial report performed for any
purpose before July 1, 2000, then the Contractor shall be required to submit a
certified audited statement by a CPA for its first Insurance Rate Increase
Claim Statement hereunder.  In addition,
the CPA/PA who shall prepare each Insurance Rate Increase Claim Statement must
have no interest in this Contract, the Contractor and/or any entity affiliated
in any manner with the Contractor 


 


35

















 


and must so certify in writing.  Each Insurance Rate Increase Claim Statement
shall utilize a form prescribed by the Director.


 


(4)                                 Documentation
of Insurance Premium Rate Increases. 
To show increases in the premiums rates for automobile liability
insurance, comprehensive general liability insurance, employee health care
insurance, unemployment insurance and/or Worker’s Compensation Insurance the
Contractor must submit with its annual Insurance Premium Rate Increase Claim
Statement copies of the full insurance policies and copies of all invoices from
the insurance carriers, governmental agencies and/or health/welfare funds
noting the full amounts of premiums and other costs on per vehicle and per
employee bases, as applicable, that are the subject of the Contractor’s
claims.  To be eligible for partial or
total suspension of the two percent (2%) prompt payment discount, the Contractor
must be able to demonstrate the following:


 


(a)                      For a suspension of the discount during the 2000-01
Extension Year, the Contractor must show on per vehicle and per employee bases,
as applicable, the differences between all premiums paid for automobile
liability insurance, comprehensive general liability insurance and employee
health care insurance only(12)
for the period from July 1, 1999 to June 30, 2000 and the amounts paid for such
coverage for the period from July 1, 1998 to June 30, 1999.  The percentage of difference for all such
costs shall be calculated as a weighted average of the percentages of
difference for each type of cost in relation to the total amount that the
Contractor shall have paid for each category of insurance.  For a total discount suspension during Extension
Year 2000-01, the weighted average difference between the two (2) years must at
least equal the value of the discount itself for the 1999-2000 Extension Year
as adjusted by the annual percentage of increase for the 2000-01 Extension Year
provided at ARTICLE V–A, 28(C) or 29(D) (as applicable) of the Contract.  To the extent that the weighted average difference
is between zero percent (0%) and two percent (2%), there will be a
proportionate reduction in the discount suspension, i.e., a “partial” suspension.


 


(b)                      For a suspension of the discount during the 2001-02
Extension Year, the Contractor must show on per vehicle and per employee bases,
as applicable, the differences between all premiums paid for automobile
liability insurance, comprehensive general liability insurance and employee
health care insurance only for
the period from July 1, 2000 to June 30, 2001 and the amounts paid for such
coverage for the period from July 1, 1998 to June 30, 1999.  In addition, the Contractor must show on per
vehicle and per employee bases, as applicable, the differences between all
premiums paid for unemployment insurance and Worker’s Compensation Insurance
for the period from July 1, 2000 to June 30, 2001 and the amounts paid for such
coverage for the period from July 1, 1999 to June 30, 2000.  The percentage of difference for all such
costs shall be calculated as a weighted average of the percentages of
difference for each type of cost in relation to the total amount that the
Contractor shall have paid for each category of insurance.  For a total suspension of the discount 


 












(12) Cost increases for unemployment insurance and Worker’s
Compensation Insurance shall not be included for purposes of suspension of the
discount during the 2000-01 Extension Year.


 


 


36

















 


during the 2001-02 Extension Year,
the weighted average difference between the two (2) years must at lease equal
the value of the discount itself for the 2000-01 Extension Year as adjusted by
the annual percentage of increase for the 2001-02 Extension Year provided at
ARTICLE V–A, 28(C) or 29(D) (as applicable) of the Contract.  To the extent that the weighted average
difference is between zero percent (0%) and two percent (2%), there will be a
proportionate reduction in the discount suspension, i.e., a “partial”
suspension.


 


(c)                      For a suspension of the discount during the 2002-03
Extension Year, the Contractor must show on per vehicle and per employee bases,
as applicable, the differences between all premiums paid for automobile
liability insurance, comprehensive general liability insurance and employee
health care insurance only for
the period from July 1, 2001 to June 30, 2002 and the amounts paid for such
coverage for the period from July 1, 1998 to June 30, 1999.  In addition, the Contractor must show on per
vehicle and per employee bases, as applicable, the differences between all
premiums paid for unemployment insurance and Worker’s Compensation Insurance
for the period from July 1, 2001 to June 30, 2002 and the amounts paid for such
coverage for the period from July 1, 1999 to June 30, 2000.  The percentage of difference for all such
costs shall be calculated as a weighted average of the percentages of
difference for each type of cost in relation to the total amount that the
Contractor shall have paid for each category of insurance.  For a total suspension of the discount
during the 2002-03 Extension Year, the weighted average difference between the
two (2) years must at least equal the value of the discount itself for the
2001-02 Extension Year as adjusted by the annual percentage of increase for the
2002-03 Extension Year provided at ARTICLE V–A, 28(C) or 29(D) (as applicable)
of the Contract.  To the extent that the
weighted average difference is between zero percent (0%) and two percent (2%),
there will be a proportionate reduction in the discount suspension, i.e., a
“partial” suspension.


 


(d)                      For a suspension of the discount during the 2003-04
Extension Year, the Contractor must show on per vehicle and per employee bases,
as applicable, the differences between all premiums paid for automobile
liability insurance, comprehensive general liability insurance and employee
health care insurance only for
the period from July 1, 2002 to June 30, 2003 and the amounts paid for such
coverage for the period from July 1, 1998 to June 30, 1999.  In addition, the Contractor must show on per
vehicle and per employee bases, as applicable, the differences between all
premiums paid for unemployment insurance and Worker’s Compensation Insurance
for the period from July 1, 2002 to June 30, 2003 and the amounts paid for such
coverage for the period from July 1, 1999 to June 30, 2000.  The percentage of difference for all such
costs shall be calculated as a weighted average of the percentages of
difference for each type of cost in relation to the total amount that the
Contractor shall have paid for each category of insurance.  For a total suspension of the discount
during the 2003-04 Extension Year, the weighted average difference between the
two (2) years must at least equal the value of the discount itself for the
2002-03 Extension Year as adjusted by the annual percentage of increase for the
2003-04 Extension Year provided at ARTICLE V–A, 28(C) or 29(D) (as applicable)
of the Contract.  To the extent that the


 


37

















 


weighted average difference is
between zero percent (0%) and two percent (2%), there will be a proportionate
reduction in the discount suspension, i.e., a “partial” suspension.


 


(e)                      For a suspension of the discount during the 2004-05
Extension Year, the Contractor must show on per vehicle and per employee bases,
as applicable, the differences between all premiums paid for automobile
liability insurance, comprehensive general liability insurance and employee
health care insurance only for
the period from July 1, 2003 to June 30, 2004 and the amounts paid for such
coverage for the period from July 1, 1998 to June 30, 1999.  In addition, the Contractor must show on per
vehicle and per employee bases, as applicable, the differences between all
premiums paid for unemployment insurance and Worker’s Compensation Insurance
for the period from July 1, 2003 to June 30, 2004 and the amounts paid for such
coverage for the period from July 1, 1999 to June 30, 2000.  The percentage of difference for all such
costs shall be calculated as a weighted average of the percentages of
difference for each type of cost in relation to the total amount that the
Contractor shall have paid for each category of insurance.  For a total suspension of the discount
during the 2004-05 Extension Year, the weighted average difference between the
two (2) years must at least equal the value of the discount itself for the
2003-04 Extension Year as adjusted by the annual percentage of increase for the
2002-03 Extension Year provided at ARTICLE V–A, 28(C) or 29(D) (as applicable)
of the Contract.  To the extent that the
weighted average difference is between zero percent (0%) and two percent (2%),
there will be a proportionate reduction in the discount suspension, i.e., a
“partial” suspension.


 


(5)               Eligibility for
Fuel Cost Increase Relief.  The
BOE shall determine monthly and annually whether the Contractor shall be eligible
prospectively for partial or total suspension of the two percent (2%) prompt
payment discount on the basis of the Contractor’s submittal of written proof of
sufficient vehicle gasoline and vehicle diesel fuel cost increases per
gallon.  The Contractor must submit to
the BOE with each regular monthly invoice a “Monthly Vehicle Fuel Cost Increase
Claim Statement,” as hereinafter defined. 
In addition, the Contractor must submit to the BOE an “Annual Vehicle
Cost Increase Summary Statement,” as hereinafter defined, by August 15th
following each Extension Year.  The
extent of the discount suspension, if any, shall be governed by the provisions
hereinafter expressed at Paragraph (I)(7),
et seq.


 


(6)               The term “Monthly
Vehicle Fuel Cost Increase Claim Statement” is defined as a written and
attested certification by the Contractor that shall state (a) the Contractor’s total monthly usage in
gallons of vehicle gasoline and total monthly usage in gallons of vehicle
diesel fuel under this Contract, (b)
the average RACK Rates(13) for vehicle gasoline and vehicle diesel fuel for the
base period of January 1, 1999 to June 30, 2000, (c) the sums of the foregoing average RACK Rates for vehicle
gasoline and vehicle diesel fuel plus the respective products of the said
average


 












(13) The term “RACK Rates” is hereby defined as the “average petroleum
product manufacturer gross dock rates for vehicle gasoline and vehicle diesel
fuel without sales, excise or compensating use taxes, discounts or any other
adjustments,” as published regularly by the Oil Price Information Service, a
division of United Communications Group, Inc., or its successor.


 


 


38

















 


RACK Rates multiplied by the CPI increase
percentage(14) for the month preceding the month of the Contractor’s affected
service invoice (hereinafter expressed as “Base RACK Rates”), (d) the RACK Rates for vehicle gasoline and
vehicle diesel fuel for the month preceding the month of the affected
Contractor’s service invoice, (e)
the unit cost differences of the monthly RACK Rates expressed heretofore at Paragraph (I)(6)(d)  minus the Base RACK Rates
expressed heretofore at Paragraph (I)(6)(c),
(f) the remainders resulting from
each application of the calculations expressed heretofore at Paragraph (I)(6)(e)  multiplied by the respective
monthly total gallons of gasoline and diesel fuel that the Contractor consumes
under this Contract (hereinafter expressed as “Excess Vehicle Fuel Cost”), and (g) all other information required for
eligibility as expressed hereinafter at Paragraph
(I)(7), et seq. 
The term “Annual Vehicle Fuel Cost Increase Summary Statement” is
defined as a written “review report” prepared by a CPA or PA licensed by the
State of New York, except as otherwise noted herein.  Each Annual Vehicle Fuel Cost Increase Summary Statement shall
include all of the facts and figures deemed necessary by the Director to
provide a full annually adjusted summary of the Contractor’s vehicle fuel cost
increase claims for the applicable comparison periods heretofore expressed in
the requirements for Monthly Vehicle Fuel Cost Increase Claim Statements and
hereinafter expressed at Paragraph (I)(7),
et seq.  Each such review report shall state that a review shall have been
performed in accordance with GAAP as of the date of a given review report and
that the information in each Annual Vehicle Fuel Cost Increase Summary
Statement shall have been based upon the representations of the Contractor’s
management.  Each such review shall
describe the nature of a review as distinct from an audit and shall describe
the standard procedures that the CPA/PA shall have performed, e.g., an inquiry
and an analytical review.  Each review
report shall give the limited assurance that, based upon the review, the CPA/PA
shall not have been aware of any material modifications that should be made to
the Annual Vehicle Fuel Cost Increase Summary Statement for it to be in
conformity with GAAP.  A compilation
report shall not qualify as an Annual Vehicle Fuel Cost Increase Summary
Statement.  In addition, the CPA/PA
preparing each review report must state that he/she shall have studied the cost
justification manual that shall be supplied by the Board and shall have applied
the standards contained in the Board’s manual to the development of each Annual
Vehicle Fuel Cost Increase Summary Statement. 
If the Contractor shall not have had a CPA-audited financial report
performed for any purpose before July 1, 2000, then the Contractor shall be
required to submit a certified audited statement by a CPA for its first Annual
Vehicle Fuel Cost Increase Summary Statement hereunder.  In addition, the CPA/PA who shall prepare
each Annual Vehicle Fuel Cost Increase Summary Statement must have no interest
in this Contract, the Contractor and/or any entity affiliated in any manner
with the Contractor and must so certify in writing.  Each Annual Vehicle Fuel Cost Increase Summary Statement shall
utilize a form prescribed by the Director.


 












(14) For this purpose, the “CPI increase” is hereby defined as the
aggregate percentage increase in the consumer price index for the New York, New
York-North­eastern, New Jersey area, based upon the index for all urban
consumers (CPI-U), as stated in Education Law §305(14(a).


 


39

















 


(7)                                 Documentation
of Vehicle Fuel Cost Increases. 
To be eligible for partial or total suspension of the two percent (2%)
prompt payment discount, the Contractor must show the following:


 


(a)                      For a total or partial suspension of the discount,
the Contractor must show each month on a total dollar basis the differences
between the Excess Vehicle Fuel Costs for vehicle gasoline and vehicle diesel minus
one thirty-sixth (1/36) of the Contractor’s Deductible Amount.  If the remainder from the formula in the
preceding sentence shall at least equal the value of the discount itself for
the affected month, the Contractor shall be entitled to a total suspension of
the discount for that month.  To the
extent that the remainder shall fall below the value of the discount on a
monthly basis, there will be a proportionate reduction in the discount
suspension, i.e., a “partial”
suspension.  To the extent that any
seasonal adjustments in the CPI shall occur, the Contractor shall use the
preceding formula on an adjusted annualized basis and demonstrate it and the
results in each Annual Vehicle Fuel Cost Increase Summary Statement.


 


(8)                     BOE
Payment Deadline for Application of Prompt Payment Discount.  The Contractor does hereby stipulate and
agree that the two percent (2%) prompt payment discount shall be deemed to
apply to payments for all services rendered under the Contract that the BOE
makes within six (6) business days after thirty (30) Calendar days shall have
elapsed from the date of the BOE’s receipt of the Contractor’s monthly invoice.


 


(9)                     Audit and
Recovery of Overpayment.  Each
Insurance Rate Increase Claim Statement, Monthly Vehicle Fuel Cost Increase
Claim Statement and Annual Vehicle Fuel Cost Increase Summary Statement shall
be subject to review, audit and approval by the BOE.  The BOE shall have the right to recover any amounts paid to the
Contractor including, but not limited to, seasonal adjustments that the BOE
shall determine to have been unjustified either be a deduction(s) from any
later payment(s) that shall become due and payable to the Contractor or by a
refund payment by the Contractor upon written request from the BOE.


 


(10)              Limitation on
Actions.  If the Contractor
shall dispute any finding, determination or other action by the OPT Director or
any other BOE unit or official arising from anything contained in Paragraph (I) of this Extension and
Eleventh Amendment Agreement pertaining to the suspension of the prompt payment
discount, the Contractor’s sole remedy and legal action shall be an appeal to
the Chancellor’s Board of Review pursuant to Section 8.3 of the Bylaws of the
Board of Education, the decision of which board shall be final, binding upon
the Contractor, and not subject to any claim, action, proceeding, special
proceeding and/or other form of further appeal.  If the Contractor shall institute any claim, action, proceeding,
special proceeding and/or other form of appeal after a final decision by the
Chancellor’s Board of Review, the Contractor shall consent, upon request by the
BOE and/or the City of New York, to a dismissal with prejudice of such claim,
action, proceeding, special proceeding and/or other form of appeal.


 


(J)                                 GENERAL
MISCELLANEOUS AMENDMENTS.  All
else to the contrary notwithstanding, the Contract is hereby amended as follows:


 


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(1)           Standardization
of Contracts.  The
Contractor does hereby stipulate and agree that contracts awarded under Serial
Nos. 0070, 8108, G8801, G8891 and G9325 all form an interwoven system for the
provision of pupil transportation services as fully and completely as if they
were awarded simultaneously, and, therefore, constitute one contract.  This includes contracts that successor
vendors obtain through assignments, mergers, acquisitions, management agency
agreements or any other means.  Therefore,
any individual contractor with more than one contract will be deemed for all
intents and purposes to possess one contract. 
Furthermore, any group of vendor entities subject to common ownership or
control that holds more than one contract will be deemed for all intents and
purposes to be one contractor with one contract, namely, the Contract.


 


(2)           Changes
Affecting the Contractor. 
The Contractor shall provide written notice to the BOE on forms
prescribed by the Director of each change affecting the following: partners,
sole proprietors, management control, Chief Executive Officer, Chief Financial
Officer, Chief Operating Officer, or the organization of ownership of the
contractor, i.e., the corporation, partnership or sole proprietorship.  Changes in the contractor include, but are
not limited to, the following: corporate or partner voting power; sale,
transfer or other alienation of corporate, partnership or sole proprietorship
assets; sale or transfer of corporate stock or partnership interest over five
percent (5%); or, any other action that may affect BOE interests.


 


(3)           Office
of Pupil Transportation. 
All references in the Contract and any previous extension and amendment
agreements to the “Bureau of Pupil Transportation” are hereby amended to read,
“Office of Pupil Transportation.”


 


(4)           NYSDOT
Bus Inspection System. 
The Contractor shall not allow its New York State Department of
Transportation “Out of Service Rate” to exceed an average of twenty percent
(20%) over any three consecutive six-month inspection periods during the Term
of this Extension and Amendment Agreement.


 


(5)           School
Bus Contractor’s Manual of Procedures and Requirements.  The Office of Pupil Transportation’s School
Bus Contractor’s Manual of Procedures and Requirements (hereinafter expressed
as “Contractor’s Manual”), issued on June 1, 1982, is hereby incorporated by
this reference into, and made a part of, this Contract as if the “Contractor’s
Manual” were set forth herein in its entirety. 
Contractors and its employees, agents, successors, assigns,
subcontractors and subcontractor employees must observe and comply fully with
all rules, requirements and procedures as expressed in the “Contractor’s
Manual.”  The Director shall have the
right, authority and sole discretion to add, delete, revise, update, reissue or
otherwise change any and all rules, procedures and/or requirements in the
“Contractor’s Manual” at any time without prior notice to any party.  Any and all provisions of the Contract,
including but not limited to the Article regarding Liquidated Damages, which
refer to Pupil Transportation Handbook Nos. 1, 2 and/or 3, are hereby amended
to refer solely to the “Contractor’s Manual.”


 


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(6)           Standards
of Professional Conduct and Performance.  If the Director promulgates new standards of
professional conduct and/or minimum levels of competency or performance for
drivers and escorts, the Contractor must ensure that all affected employees are
made fully aware of, and act in full compliance with, such new standards.  In addition, the Contractor must certify in
the manner prescribed by the Director that each and every driver, escort and
other affected employee has received written notification of such new
standards.


 


(7)           Computer
Systems.  The Contractor
shall maintain a computer system sufficient to run applications developed by
OPT.  As of the 2000-01 Extension Year,
the minimum computer system for the Contractor to maintain must include the following
elements: (a) Pentium II Computer; (b) 4 megabytes RAM; (c) 6 gigabyte hard
disk; (d) Windows 95 or Windows 98; (e) Word for Windows 95 or 98; and, (f) 56k
Modem.  During the life of this
Extension Agreement, the Contractor shall update its computer system as required
by the Director.


 


(8)           Uniform
Attire of Transportation Crews. 
Unnumbered Paragraph 9 of Article XVII entitled, “Vehicle Operator
Standards,” is hereby amended to add the following provisions: (a) on August
15th prior to the start of the 2000-01 Extension Year, the Contractor shall
submit one (1) complete sample each of the current or new uniforms to be worn
by drivers; (b) within five (5) business days of the submittal, the Director
shall have the sole discretion whether to approve or disapprove the
Contractor’s choice of uniform attire for any class of employees, i.e., this
provision affects current choices of uniforms as well as prospective choices;
(c) whereupon the Director disapproves any choice of uniform attire, the
Contractor must replace, at no expense to the BOE, the affected uniform items
with those acceptable to the Director; and, (d) the Contractor must submit for
approval to the Director any proposed change(s) in any item(s) of uniform
attire before such change(s) becomes effective.


 


(9)           Access
to Premises.  The
Contractor and its employees, agents, successors, assigns, subcontractors and
subcontractor employees must grant to OPT inspectors, BOE administrative
personnel, City of New York administrative personnel, and State of New York
administrative personnel full cooperation and access to all premises, vehicles,
books and records for the purpose of vehicle and garage inspections and related
functions as well as the review and audit of the Contractor’s records to
ascertain compliance with the Contract and/or any Federal, State, local and/or
Board of Education laws, rules, regulations and/or bylaws.


 


(10)         Unlawful
or Unenforceable Provisions Void.  Whereupon this Extension and Amendment Agreement shall be found
to contain any unlawful or unenforceable provision(s), such provision(s) shall
be deemed of no effect and will, upon application of either party, be stricken
from this document without thereafter affecting the binding force of the
remainder of this Extension and Amendment Agreement.


 


(11)         Approval
and Execution.  This
Extension and Amendment Agreement will not become binding or effective upon the
Board of Education until the following series of events will have transpired:
(a) approval as to legal sufficiency by the BOE Office of Legal Services; (b)
authorization 


 


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by a resolution duly adopted by a vote of the Board of
Education; (c) execution on behalf of the Board of Education by the Chancellor
or his/her designee; (d) approval by the New York State Commissioner of Education;
(e) initial registration with Comptroller and re-registration with the
Comptroller each year thereafter; and, (f) initial approval and subsequent
annual re-approval by the New York State Financial Control Board pursuant to
the New York State Emergency Act for the City of New York, the rules and regulations
of said Board so require.


 


(12)         Implementation
of the State Education Law. 
This Extension and Amendment Agreement is intended to implement the provisions
of New York State Education Law §305(14) and the attendant regulations of the
New York State Commissioner of Education. 
Whereupon there shall exist any inconsistency between the BOE and the
SED concerning this statutory provision, the attendant regulations of the
Commissioner of Education and/or any formula(e) for reimbursement of funds,
this Extension and Amendment Agreement shall be deemed amended automatically to
conform to the interpretation of the SED but only for the protection of BOE
interests and only at the Board of Education’s option.


 


(13)         The Comptroller shall endorse hereon
during the term of this Contract his/her certificates that there are appropriations
or funds applicable thereto sufficient to pay the estimated expense to execute
and operate this Contract during the respective fiscal periods.


 


(14)         As used herein, the singular shall
include the plural and vice versa.  As
used herein, all masculine, feminine and neuter pronouns and other gender
descriptions shall be deemed synonymous and interchangeable.


 


(15)         Fingerprint
Processing and Identification Badges.  The Contractor hereby agrees, consents and covenants that at the
discretion of the Director, all employees of the Contractor including but not
limited to principals, shareholders, stockholders, managers, dispatchers,
office personnel, and mechanics, will be subject to a fingerprint check.  The Contractor also, hereby agrees, consents
and covenants that the costs to process fingerprints, criminal background
research, other documents and identification badges for any of the above
mentioned will not be borne by the Board of Education.  Whereupon OPT assumes the responsibility to
process fingerprints, criminal background research, other documents and
identification badges, the Contractor agrees and covenants to be bound by rules
and procedures prescribed by the Director whereby the BOE will defray the associated
administrative costs.


 


(16)         Vacillation
in the Number of Contract and/or Additional Vehicles during Extension Periods.  Article XIII entitled, “INCREASE OR DECREASE
IN THE NUMBER OF VEHICLES,” is henceforth amended as follows:


 


(a)           The current Paragraph C is henceforth redesignated as Paragraph D.  A new Paragraph C is
added immediately below the current Paragraph
B.  The new paragraph shall
reads as follows:


 


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“C.  Increases
and/or Decreases in the Number of Vehicles during Extension Periods.  The Board and the Contractor do hereby stipulate
and agree that the number of vehicles required to serve pupil transportation
needs may change often during each school year due to changes in pupil
population, default or voluntary surrender of a Contract or changes in policy
or directives adopted by the BOE, the City of New York, the State Education Department
and/or Financial Control Board, over the term of an Extension Agreement. This
provision does not apply to the summer months when vehicles may be decreased as
much as necessary.  For Summer School
Transportation services vehicles will be offered by item beginning with the contractor
that quoted the lowest daily rate per vehicle under Contract Serial Nos. 4515,
4516, 4894, 4952 and 7164.  If
additional vehicles are then needed vehicles will be offered by item beginning
with the contractor who quoted the lowest daily rate per vehicle under Contract
Serial Nos. 0070, 8108, 8805, 8891, 9325 and 7165.


 


“If the Director eliminates any vehicle(s) from the
number originally awarded to the Contractor and later offers again a vehicle(s)
of the same type(s) and geographical service area(s) due to any resumed need,
the Contractor shall be entitled to restoration up to and including the number
of vehicles of the same type(s) and geographical service area(s) originally
awarded pursuant to the procedures specified above in Paragraph B.


 


“The Director shall offer any ‘additional’ vehicle(s) first to the
contractor with the lowest ‘current’ weighted average daily rate per vehicle
and the daily rate per escort in the relevant contractual item, pursuant to the
procedures specified above in Paragraph B.  Additional vehicles will be offered first to
the Contractor will the lowest current daily weighted average plus the daily
rate per escort.  The ranking will include
both those contractors who are under an extension agreement and those
contractors who are under the terms of Contracts for similar work.


 


“The term ‘lowest weighted average daily rate per
vehicle,’ plus the daily rate per escort, which is used to determine the order
in which contractors are affected by both the decrease provisions of Paragraph A and the increase provisions of Paragraph B concerning both original
vehicles and all additional vehicles, shall reflect the current rates paid by
the Board of Education at the time of an offer.


 


“If the Director shall eliminate any ‘additional’
vehicles at the outset of service in any given September and thereafter restore
such vehicles by not later than October 15th of the same school
year, the Director shall award such restored additional vehicles to the
contractor(s) from whom they were previously taken.


 


“Anything in the previous ARTICLE XIII and/or
elsewhere in the Contract to the contrary notwithstanding, the Board of
Education shall not reduce the number of


 


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‘additional’ vehicles held by the Contractor as of
June 30th each extension year during the period of this Extension
and Eleventh Amendment Agreement, except in instances of decreases of student population
affecting the Contractor’s geographical service area(s) and/or type(s) of vehicle(s).  With respect to this ARTICLE XIII and all
other applicable aspects of the Contract, the BOE shall have the sole and
absolute discretion to fix and determine which schools students shall attend
throughout the New York City School District, to determine what types of
vehicles shall be appropriate to transport individual pupils, and to make
findings and decisions with respect to increases and decreases of student
populations in the various geographical areas of the New York City School
District.”


 


(17)                          All
other provisions of the Contract as amended by the 1984 Extension and Fourth
Amendment Agreement, by the 1987 Extension and Fifth Amendment Agreement, by
the 1990 Extension and Sixth Amendment Agreement, by the 1993 Extension and
Seventh Amendment Agreement, by the 1995 Extension and Eighth Amendment, by the
1996 Supplemental Ninth Amendment Agreement, and by the 1998 Supplemental Tenth
Amendment Agreement, except those provisions herein noted and revised, shall
remain in full force and effect.


 


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FURTHER TEXT APPEARS ON THIS PAGE * * *


 


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