Request for Proposal Number: LH-0909 Student Transportation Services. Issue Date: November 12th, Issued by:

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1 Request for Proposal Number: LH-0909 Student Transportation Services Issue Date: November 12th, 2009 Issued by: Service de transport de Wellington - Dufferin Student Transportation Services on behalf of: Conseil Scolaire de District Catholique Centre Sud and Conseil Scolaire de District du Centre-Sud-Ouest and Dufferin-Peel Catholic District School Board and Upper Grand District School Board and Wellington Catholic District School Board You are invited to submit a Proposal in accordance with the terms and conditions of this Request for Proposal. Your Proposal must be delivered to the offices of the Upper Grand District School Board located at 500 Victoria Road North, Guelph, Ontario N1E 6K2 at the main reception desk in a sealed envelope and marked with Request for Proposal Number LH-0909 on or before 2:00:00 p.m. Guelph time on the 22nd day of December, 2009.

2 Table of Contents SECTION 1 RFP General Requirements Article 1 Introductory Comments Page 4 Article 2 RFP Rules and Administration Page 5 Article 3 The Requirement Page 15 Article 4 The Evaluation Process and Methodology Page 18 Article 5 Format of Submission Requirements Page 19 Article 6 Performance Requirements Page 21 Appendix A Agreement to Abide by Established Process Page 22 Appendix B Declarations & Certifications Page 23 Appendix C Tax Compliance Declaration Form Page 24 Appendix D Form of Offer and Bid Rate Forms Page 25 SECTION 2 The Agreement Contract Terms and Conditions Article 1 Preamble Page 41 Article 2 Contract Term and Early Termination Page 43 Article 3 Services Page 46 Article 4 Safety Program Page 46 Article 5 The Operator Page 46 Article 6 Default Page 49 Article 7 Insurance Page 49 Article 8 Routing Page 50 Article 9 Vehicles Page 53 Article 10 Drivers Page 55 Article 11 Administration Page 57 Article 12 Consideration and Accounting Page 57 Article 13 Accidents Page 59 RFP LH-0909 Closing date: December 22nd, 2009 Page 2 of 86

3 Article 14 Notices Page 59 Article 15 General Page 60 Article 16 Standards of Performance Page 63 Article 17 Survival Page 63 Article 18 Non-Waiver Page 63 Article 19 Rights Cumulative Page 63 Article 20 Time of Essence Page 63 Schedule A First Aid Page 65 Schedule B Safety Page 66 Schedule C Applicable Acts, Statutes and Regulations Page 67 Schedule D Additional Performance Requirements Page 69 Schedule E Route Schedules Page 71 Schedule F Geographic Service Area Maps Page 82 Proponent Checklist for Submission Ensure you have included all of the required information with your submission. Failure to provide all Mandatory Requirements will result in disqualification of your proposal. Appendix A - Agreement to Abide by Established Process Appendix B - Declarations & Certifications Appendix C - Tax Compliance Declaration Form Appendix D - Form of Offer (sealed in separate envelope with the bid rate forms) Declaration of Conflict of Interest (if any) as per Article 2.12 Confirmation Letter Confirming Ability to Meet Insurance Coverage as directed in Article 3.1 Mandatory Requirements. Evidence of Financial Ability in the form indicated in Article 5.10 of the Agreement. Detailed Response to all Rated (Scored) Requirements listed in Article 3.2. RFP LH-0909 Closing date: December 22nd, 2009 Page 3 of 86

4 RFP General Requirements 1. Introductory Comments 1.1 Introduction Service de transport de Wellington Dufferin Student Transportation Services (STWDSTS) (hereinafter referred to as the Consortium or STWDSTS), intends to secure Contracts with one or more Proponents for the provision of Student Transportation Services. Each Contract will be for a term of five (5) years with three (3) one (1) year optional extensions, commencing on or about September 1, The extension year(s) is at the option of the Consortium, subject to the concurrence of the Operator. Operators or the Consortium may suggest, and the Operators or the Consortium may accept or decline, new rates for the extension year. If either the Consortium or the Operators decline the extension, then the contract will be subject to a new RFP process. Written notice of either the Proponent or Consortium s intention not to renew a Contract shall be no later than December 1st for any contract renewal year. The rates to be used for the extension year shall be proposed by the Consortium at the time of offering the extension. Proponents may accept or decline the offer to extend at these rates. If declined, the contract will be subjected to a new RFP process upon expiry. All Contracts shall terminate on June 30, 2018, unless terminated prior thereto as set out in this RFP or the Contract. Proposals are invited from suppliers of Student Transportation Services (the Services ) in accordance with the terms and conditions listed in this RFP, including all attached Appendices. 1.2 Agreement Proponents should note and must accept that the Contracts, which arise from this RFP process, will all be in the form noted in Section 2 the Agreement. No amendments to the Agreement will be negotiated with any Proponent responding to this RFP, and further, the Consortium will not enter into any separate contract or agreement drafted by, presented by, or otherwise proposed by the Proponent, including any standard form or other vendor contract except the Agreement found in Section 2 - the Agreement. 1.3 Service Objective It is the objective of the Consortium to provide accessible transportation to all students in a safe, efficient and reliable manner and to ensure that the bus delivers students to school safely, on time and ready to learn. The Consortium is interested in working with Proponents who will work in conjunction with the Consortium to provide exceptional service to all its stakeholders. 1.4 Background The Consortium comprising the School Boards of Conseil Scolaire de district Catholique Centre- Sud, Conseil Scolaire de district du Centre-Sud-Ouest, Dufferin - Peel Catholic District School Board, Upper Grand District School Board and Wellington Catholic District School Board has been working in a coterminous relationship for the past two years. The Consortium currently transports over 23,000 students daily on 447 buses, mini buses, vans and wheelchair accessible vehicles. Continuous monitoring, updating and optimizing of routes have resulted in a transportation system that is efficient and cost effective. The Consortium utilizes GEOREF s Bus Planner software to develop, plan, optimize, manage and implement routing solutions. RFP LH-0909 Closing date: December 22nd, 2009 Page 4 of 86

5 The Consortium office is located at 66 Arrow Road Unit B Guelph Ontario and is staffed by a General Manager, Lead Transportation Technician, three Transportation Technicians each responsible for a geographic area, two half time Transportation Technicians dedicated to students with special needs and French language School Boards and one Office Assistant. The Consortium is governed by a Management Committee comprised of representatives from the five member Boards. 2. RFP Rules and Administration 2.1 Instructions Proposals are invited from suppliers of student transportation services to enter into Contract(s) on a non-exclusive basis with the Consortium to provide the Services described. All Proposals must be completed in accordance with the terms of this RFP and must be delivered to the offices of the of the Upper Grand District School Board addressed to the Purchasing Department, as set out in Article 2.10 Submission Deadline. 2.2 Definitions In this RFP, each capitalized term shall have the following meaning: 1. Addenda/Addendum means those documents amending the RFP, as set out in Article 2.7 Addenda. 2. Agreement means the contract, in the form of Section 2 the Agreement, entered into by selected proponents to provide the Services requested in this RFP to the Consortium. 3. Boards means Conseil Scolaire de district catholique Centre Sud, Conseil Scolaire de district du Centre-Sud-Ouest, Dufferin Peel Catholic District School Board, Upper Grand District School Board and Wellington Catholic District School Board and Board means any one of them. 4. Consortium means Service de transport de Wellington Dufferin Student Transportation Services or STWDSTS. 5. Contract Price(s) means the unit prices or other costing required by this RFP and set by the Contract. 6. Contract(s) means the RFP documents and the Proposal and any other agreement entered into between the Consortium and a Proponent in writing, signed by the Consortium and the Proponent in the form of the Agreement. 7. Customer(s) means all Persons who purchase Services from, through, or on behalf of the Consortium. 8. Form of Offer means Appendix D, which must be completed and returned as part of the Proposal. 9. Intellectual Property means any trade-mark, copyright, moral right, patent, industrial design, trade name, domain name, trade secret, know how, integrated circuit topography or other intellectual property, industrial property or proprietary right owned by, licensed to, or used by any third Person. 10. Person means any natural person, partnership, limited partnership, joint venture, syndicate, sole proprietorship, body corporate, company or corporation with or without share capital, unincorporated entity or association, trust, trustee, executor, administrator or other legal personal representative, regulatory authority or other entity recognized as such by applicable law, however designated or constituted. RFP LH-0909 Closing date: December 22nd, 2009 Page 5 of 86

6 11. Privacy means any law or regulation, of any nature, whether federal, provincial or territorial, dealing with privacy, personal information protection and electronic documents protection and enforcement. 12. Professional Activity Day(s) means a weekday on which no classes are held and, as a result, the Services to be provided are reduced or not required. 13. Proponent means a Person who is qualified to provide the Services and who submits a Proposal in accordance with this RFP. 14. Proposal means the response of a Proponent to this RFP by way of the submission of a Form of Offer and all other documents and information required by this RFP. 15. RFP means this request for proposal process and the RFP document, including all its attachments, as the context requires, and any Addenda that may be issued. 16. Services means those services, which are to be provided by the Operator to meet or exceed all of the requirements of the Agreement of this RFP. 17. Specifications means those stated requirements for the Services set out in this RFP. 18. Submission Deadline means the deadline for submission of the Proposals stipulated in Article 2.11 Submission Deadline. 19. Term means the period set out above in the Introduction section of this RFP, together with any renewal period(s). 2.3 RFP Documents Proponents shall promptly examine all RFP documents after receipt. Any errors, omissions or ambiguities discovered therein prior to the Submission Deadline should be reported to the person named in Article 2.9 RFP Authority. If necessary and provided time permits, addenda may be issued to all Proponents before the Submission Deadline. Clarifications or information provided orally by the Consortium, or any other Person, in response to inquiries, are not binding on the Consortium and should not be relied upon by any Proponent unless a confirming Addendum is issued. 2.4 Contract Award The Consortium intends to award a Contract in the form of the Agreement in Section 2 the Agreement - to one or more Proponents, who s Proposals are most acceptable in terms of the evaluation criteria. The award of a Contract may be made to as many Proponents as deemed necessary to fulfill the anticipated requirements of the Consortium. Where there is a conflict between the terms of this RFP and the Agreement to be entered into by the Consortium and any Proponent, the terms of the Agreement shall govern. Following the initial screening, the evaluating committee may request to meet with a Proponent to clarify or verify details of the Rated (Scored) Requirements of the Proposal to allow for a comprehensive assessment. If a Proponent is requested to meet with the Consortium, the Proponent and the Consortium shall both be at liberty to discuss in detail all aspects of the Rated (Scored) Requirements of the Proponent s Proposal. The Consortium may convene more than one meeting with one or more Proponents, however the Consortium is under no obligation to meet with any Proponent. The fact that the Consortium decides to meet with one or more Proponents, and not other Proponents, will not be deemed to be unfair or unbalanced treatment of Proponents with whom no meeting was held, or of Proponents with whom fewer meetings were held. RFP LH-0909 Closing date: December 22nd, 2009 Page 6 of 86

7 The Consortium may award a Contract on the basis of initial offers received, without further dialogue; therefore, each initial offer should contain the Proponent s best terms. Price shall be considered, but will not be the sole determining factor in any award. 2.5 Competition Quota It is the intent of the Consortium to preserve an environment of competition amongst the service providers within the four (4) geographic service areas under Consortium s jurisdiction. The Consortium will not award more than (50%) fifty percent of the routes including the routes awarded during the RFP process (RFP LH-0309) within a single geographic service area to any one Proponent Furthermore, the Consortium will not award more than (25%) twenty five percent of the total routes under the Consortium s jurisdiction including the routes awarded during the RFP process (RFP LH- 0309) to any one Proponent For the purposes of this paragraph Proponent includes any affiliates of the Proponent within the meaning of the Business Corporation Act (Ontario) or any other legal entity or natural person under the control of the Proponent or any directors, officers or shareholders of the Proponent. Proponents are further reminded of paragraph 6 of the Declaration of Certification (Appendix B) and the submission of proposals by 2 or more Proponents that are connected are absolutely prohibited. 2.6 Proponent Proponent represents and warrants to the Consortium as follows: 1. If the Proponent is incorporated: (a) Proponent is a corporation duly organized, validly existing and in good standing under the laws of Canada, one of the Provinces of Canada, or one of the United States of America, and the Proposal and the Contract shall be valid and binding obligations of the Proponent. (b) Proponent has full corporate power and authority to execute and deliver a Proposal to this RFP and to enter into a Contract and to perform its obligations thereunder and carry out the obligations contemplated thereby. The execution, delivery and performance by it of the Proposal has been duly and validly authorized and no additional corporate authorization or action on its part is required in connection with the execution, delivery and performance by it of the Contract; (c) This Proposal is and the Contract shall be valid and binding obligations of Proponent. 2. If the Proponent is a form of partnership, the partnership is duly constituted, registered and in good standing under the laws of Canada, one of the provinces of Canada or one of the United States of America, and the Proposal and the Contract shall be valid and binding obligations of the Proponent. 3. The Services and the provision thereof under the Contract and/or the use, display, distribution, provision, performance, marketing, and/or sale of such Services by or on behalf of the Consortium, or by any person authorized by the Consortium, including students registered by or through the Consortium and/or purchasers from or through the Consortium, shall not infringe, violate or interfere with any Intellectual Property; and 4. In performance of the Contract, Proponent shall comply with all applicable laws and regulations and obtain and maintain all required licenses, permits and approvals which are required by any regulatory authority and shall furnish the Consortium with written evidence thereof, when requested. RFP LH-0909 Closing date: December 22nd, 2009 Page 7 of 86

8 2.7 Addenda Proponents may be advised in writing by Addenda of required interpretation of, additions to, deletions from, corrections to, changes to, or alterations to requirements of this RFP. All Addenda shall become an integral part of the RFP and shall be allowed for and taken into account in arriving at the Contract Prices. Before submitting its Proposal, each Proponent shall be responsible for verifying with the Consortium, pursuant to Article 2.7 Addenda, that it has received all Addenda that have been issued. All Addenda will be posted on the Consortium website at and biddingo.com. Addenda will not be issued by the Consortium after twelve (12:00) noon on Friday, December 11th, 2009 without an extension of the Submission Deadline. 2.8 Proponent Information Session It is strongly advised that Proponents attend an information session on Thursday, November 26, 2009 at 10:00 a.m. at the CAW Hall 611 Silvercreek Parkway North, Guelph, Ontario to clarify any issues arising from the RFP. 2.9 RFP Authority Proponents must direct all questions regarding the RFP via , prior to twelve (12:00) noon on Tuesday, December 8th, 2009 to: Lidia Halyk Purchasing Manager Upper Grand District School Board Questions received after the above date will not be considered and will not be answered. All written questions will be reviewed by the Consortium. If the Consortium determines that an answer is warranted, the question and its answer will be included in an Addendum, which will be circulated to all known Proponents. The Proponent submitting the question will not be identified. In setting out the questions and providing responses, the Consortium may answer similar questions from different Proponents only once, edit the questions for purposes of clarity, and may ignore questions or requests for clarification that are obscure, ambiguous or unclear. Any interpretation, addition, deletion, correction, change or alteration to the RFP will be made by Addendum (as provided in Article 2.7 Addenda). The Consortium will not be responsible for, and will not be bound by, interpretations, instructions, additions, clarifications, deletions, corrections, changes, alterations or amendments communicated orally, or in any manner other than by written Addenda Right to Terminate and Termination Proponents shall note and must accept the termination rights and all other rights and obligations which are indicated in the Agreement. The Agreement will be used without modification save and except for appropriate personalization for the selected proponents and routes. RFP LH-0909 Closing date: December 22nd, 2009 Page 8 of 86

9 2.11 Submission Deadline Proposals are to be received before 2:00:00 P.M., local time ( local time shall mean the time as measured by the main receptionist s phone display, on Wednesday, December 22nd, 2009 (the Submission Deadline ) at the following address: Upper Grand District School Board 500 Victoria Road North Guelph, Ontario N1E 6K2 Attention: Purchasing Department Proponents are solely responsible for the method and timing of delivery of their Proposals. Two Envelope Submission - ensure Appendix D Form of Offer is fully completed and sealed in a separate envelope within the Proposal submission. Proposals submitted after the Submission Deadline will not be received or considered, and will be returned unopened. Proposals delivered to an address location other than that specified above, will not be considered. Upper Grand District School Board does not provide receipts for Proposals received unless requested. It is the responsibility of the Proponent to provide any required Proposal receipts and to obtain a dated signature of a staff member of the Upper Grand District School Board receiving its Proposal(s) and for ensuring that the Proposal is time stamped upon delivery. There will not be a public opening on the proposal closing date, however, the STWDSTS website will post the names of operators who submitted a proposal before the closing date and time Conflict of Interest Each Proponent shall declare in its Proposal any situation that may be a conflict of interest or a potential or perceived conflict of interest of the Proponent, including but not limited to its obligations to the Consortium, the Contract, the Contract Price or any Customer No Influence The Consortium prohibits its representatives from using their official position for personal financial gain, or from accepting any personal advantage from anyone under circumstances which might reasonably be interpreted as an attempt to influence the recipient in the conduct of their duties, extend any gratuity or special favor to the Proponent, or to influence the outcome of any Proposal. The Consortium reserves the right to disqualify the Proposal of any Proponent who engages in any acts or practices which are either directly or indirectly, or may reasonably be perceived, either directly or indirectly, to be made for the purposes of influencing the outcome of this RFP process, the Proposal, or the Contract, including in their favour Agreement to Abide by the Established Process It is vital to the Consortium that the process leading to the acceptance of a Proposal and the conclusion of the Contract for the provision of the Services be, and be seen to be, open and fair. RFP LH-0909 Closing date: December 22nd, 2009 Page 9 of 86

10 No Proponent can be seen to be deriving, intentionally or otherwise, an advantage, information or benefit which is not available to all other Proponents or from any special or personal relationships or contacts, or seeking or obtaining any advantage or information from any staff and representatives of the Consortium, whether authorized or not. Proponents shall sign, and return as part of their Proposal, Appendix A - Agreement to Abide by Established Process. The signed form will indicate concurrence with the RFP process. Failure to indicate concurrence by returning the signed form will result in disqualification of the Proposal Signature Required Proponent s full legal name and address shall be typed or legibly printed in the spaces provided on the Form of Offer. Appendix D - Form of Offer shall be signed by an authorized representative of the Proponent, in the space provided No or Fax Proposals submitted by or facsimile will not be considered No Liability for Expenses The Consortium shall not be liable for any expenses or costs incurred by any Proponent in the preparation and submission of a Proposal, the RFP process, including the evaluation and interview processes, or in the negotiation, preparation and execution of the Contract Proponents Abilities Proposals submitted in response to this RFP must systematically describe the Proponent s abilities to provide the described requirements. No assumptions will be made Completeness Of Submissions Proponents are required to, point by point, respond to each of the requirements in Article 3.2 Rated (Scored Requirements) and, where applicable, describe the Proponent s resources, capabilities and methods used in meeting the described requirements Employment Equity In the spirit of employment equity, the Consortium encourages all Proponents to support equitable employment practices Environmental Protection The Consortium intends that appropriate environmental protection practices are supported within the private sector. The Consortium therefore encourages Proponents to assume an active role in implementing environmentally sound business practices Right To Contract For Identical Or Similar Services Entering into a Contract with the Consortium shall not limit the right of the Consortium to contract for identical or similar services from any other Person or entity, the intent of the Contract being merely to govern the relationship between the Consortium and the Proponent. RFP LH-0909 Closing date: December 22nd, 2009 Page 10 of 86

11 2.23 Ontario Tax Compliance The Proponent must be in good standing relative to the Payment of Ontario taxes and must complete the declaration form in Appendix C - Tax Compliance Declaration Form Type and Term of Contract The Consortium will enter into a Contract with terms and conditions described in the RFP with the successful Proponents for a fixed term of five (5) Years. The Contract may be extended for three (3) additional one year terms based on the same terms and conditions as contained in each Contract, unless the Consortium, in its sole and unfettered discretion, gives written notice to the Proponent of the Consortium s intention not to renew a Contract no later than December 1, Irrevocable Proposal The Proposal, once submitted, may be accepted by the Consortium, in whole or in part, for a period of ninety (90) days from the Submission Deadline and is irrevocable during that period The Consortiums Rights The Consortium reserves the right to disqualify Proposals not submitted in strict accordance with the requirements of this RFP A Proponent s submission or the Consortium s evaluation of a Proposal does not obligate the Consortium to accept it or any Proposal The Consortium reserves the right, in its sole discretion, not to proceed with this RFP and/or any Contract and may elect not to accept any or all Proposals or any portion thereof, for any or no reason, and may cancel any Contract or this RFP. Should the Consortium not receive any Proposals satisfactory to it, it may, in its sole discretion, revise the RFP, or negotiate or award a Contract for the whole or any part of the Services with any one or more of the Proponents If the Consortium accepts any of the Proposals (which it is not obligated to do), the Proposal with the lowest financial package will not necessarily be accepted and the Consortium may, in its sole discretion, consider any other factors it deems appropriate in its sole discretion in awarding the Contract. The Consortium may request further clarification of a Proposal from the Proponent. While the Consortium is not obligated to consider Proposals that do not strictly comply with its requirements, it nevertheless reserves the right to do so, and specifically reserves the right to waive formalities as its best interests may require It is the intention of the Consortium to evaluate each Proposal on the basis described in this RFP and to identify Proponents which offer the best combination of safety, skill, experience, judgment, resources, perceived compatibility with the Consortium, and a satisfactory offer for the Contract Price to carry out the Services. The Consortium reserves the right, in its sole discretion, to accept or to reject a Proposal which, in the Consortium s view, is incomplete, obscure, irregular or which has erasures or corrections or which omits any of the essential elements required by this RFP. The Consortium may evaluate and accept a Proposal, which is substantially compliant. RFP LH-0909 Closing date: December 22nd, 2009 Page 11 of 86

12 If only one Proposal is delivered prior to the Submission Deadline, the Consortium will notify the Proponent that its Proposal is the only one received for evaluation and, upon being so advised, the Proponent may: a. request the Consortium to return the Proposal unopened and the Consortium agrees to do so; or b. authorize the Consortium, in writing, to open the Proposal, but, in that case, the Proponent specifically agrees that the Consortium is not required to award the Contract and may reject the Proposal even if it is compliant Should the Consortium receive no compliant Proposals, the Consortium, in its discretion, may reissue the RFP or may simultaneously negotiate a Contract for the whole or any part of the Services with any Proponent and/or other service provider Under no circumstances shall the Consortium be responsible for any cost incurred by any Proponent related in any way to its response to this RFP, including its costs of preparation, negotiation and/or the provision of any additional information respecting its Proposal The Consortium reserves the right to disqualify any Proponent or the Proposal of any Proponent who has engaged in conduct prohibited by this RFP The Consortium reserves the right to select only one Proponent or two or more Proponents as preferred Proponents and to negotiate with such Proponent or Proponents and to terminate such negotiations at any time and for any reason without liability to such Proponent or Proponents. The above rights are in addition to any other express rights or any other rights which may be implied in the circumstances, and the Consortium shall not be liable for any expenses, costs, losses or any direct or indirect damages incurred or suffered by any Proponent or any third party resulting from the Consortium exercising any of its express or implied rights under the RFP Right To Meet Proponents The Consortium reserves the right to meet with each of the Proponents to review its Proposal. As a result of its meetings, if any, with Proponents and an analysis of the Proposals, the Consortium, at its sole discretion, shall prepare a short list of Proponents for further consideration, if necessary Right To Consolidate, Reduce Requirements, or Add Requirements The Proponent s attention is drawn to the provisions of the Agreement, which allow the Consortium to consolidate, amend, reduce or add service requirements during the period of the Agreement Award Of Contract The Consortium reserves the right not to proceed with an award or to award a Contract to one or more Proponents as deemed necessary by the Consortium to meet the requirements of the Consortium Municipal Freedom Of Information And Protection Of Privacy Act The Proposal and any accompanying documentation submitted by Proponents prior to the Submission Deadline shall become the property of the Consortium and shall not be returned. RFP LH-0909 Closing date: December 22nd, 2009 Page 12 of 86

13 Information provided by the Proponent may be released in accordance with the Municipal Freedom of Information and Protection of Privacy Act, R.S.O. 1990, c.m56 as amended. A Proponent should identify any information in its Proposal or any accompanying documentation for which confidentiality is to be maintained by the Consortium, by clearly marking same CONFIDENTIAL. The confidentiality of such information will be maintained by the Consortium, except where an order by the Information and Privacy Commission or a Court or other governmental authority having jurisdiction requires the Consortium to do otherwise. Notwithstanding the foregoing, prior to the Consortium s determination that any parts of the Proposal are to be disclosed as required by law, the Proponent shall be provided with written notice of the potential disclosure and accorded all rights that it may have in law including the right to challenge such disclosure. In addition, Proponents are hereby notified that Proposals will, as necessary be disclosed on a confidential basis to the Consortium s professional advisors Personal Information Protection And Electronic Documents Act Each Proponent represents and warrants that if the Proponent is or becomes subject to any private sector privacy legislation in responding hereto, or in carrying out its obligations under any Contract, the Proponent will be solely responsible for compliance with such legislation. Without limitation, the Proponent represents and warrants that if the Proponent is subject to the Personal Information Protection and Electronic Documents Act, S.C. 2000, c. 5, including any amendments thereto ( PIPEDA ), the Proponent shall ensure PIPEDA compliance of: All PIPEDA Protected Information the Proponent collects directly from the individuals or indirectly from the Consortium or others; All PIPEDA Protected Information the Proponent uses or discloses in the course of responding hereto or in performing its obligations under any Contract; and, All PIPEDA Protected Information the Proponent transfers or discloses to the Consortium. For the purposes hereof, PIPEDA Protected Information means any Personal Information or Personal Health Information as such terms are defined in PIPEDA Interpretation Of The Contract The Consortium s representative is in the first instance the interpreter of the Contract and the judge of the Proponent s performance. The Proponent shall provide Services in accordance with the decisions and directions of the Consortium s representative given under this section. The Consortium s representative shall decide on the completeness and adequacy of the Services and on any question arising between the parties and, in particular, without limiting the generality of the foregoing, any questions as to: the meaning of anything in this RFP; whether or not the labour, services, equipment or supplies provided by the Proponent for providing the Services under the Contract are adequate to ensure that the Contract will be carried out in accordance with its terms; and whether or not the Services are properly provided under the Contract. RFP LH-0909 Closing date: December 22nd, 2009 Page 13 of 86

14 2.33 Waiving Non Compliance This RFP contains the requirements that must be substantially complied with by each Proponent in order for the Proponent s Proposal to receive consideration. If, in the sole discretion of the Consortium, the Proposal does not substantially comply with each of the requirements, the Proposal may be disqualified and the Consortium may not give the Proposal any further consideration. For the purpose of this RFP substantial compliance with a requirement set out herein means compliance with the material components of the requirement of the RFP with only very minor irregularities Governing Law The construction, performance and interpretation of this RFP and the Contract shall be governed by the substantive laws of the Province of Ontario, Canada (without regard to its principles of conflicts of law) provided that if the foregoing laws are modified during the Term in such a way as to adversely affect the original intent of the parties, the parties shall negotiate in good faith to amend the Contract to effect their original intent as closely as possible. The Consortium and each Proponent irrevocably attorn and submit to the non-exclusive jurisdiction of the Courts of the Province of Ontario Disputes The Proponent must note and agree to the Dispute Resolution mechanism in the Agreement in Section 2 the Agreement Right To Contract For Identical Or Similar Services By entering into the Contract, the Consortium does not and shall not limit its right to contract for identical or similar Services from any other Person should the Proponent be unable to furnish the required Service within the required time frame Confidentiality Proponent shall hold in confidence, during and after the termination or expiration of the RFP process and/or the Contract and not disclose, provide or otherwise make available, in whole or in part, to any third Person without the prior consent of the Consortium, the fact that the RFP process or Contract is or was occurring or exists or existed, the Contract Price, any information that is disclosed by the Consortium to Proponent with respect to the operations of, the purchasing by, the Services, or the activities of the Consortium and any and all information relating thereto or designated proprietary by the Consortium (collectively the Proprietary Information ). Proponent shall ensure that only its employees with a need to know the Proprietary Information shall have access to it and then only if those employees have entered into a confidentiality and use restriction agreement, obligating them at least to the same extent as Proponent is obligated hereunder. Proponent shall exercise a standard of care with respect to the Proprietary Information that is not less than the standard of care Proponents exercise under their corporate policy for confidentiality and use restrictions Privacy Proponents shall comply with all laws of Canada and any of its provinces and territories with respect to Privacy. RFP LH-0909 Closing date: December 22nd, 2009 Page 14 of 86

15 2.39 Prices and Terms Developed Solely by the Proponent By responding to the RFP, the Proponent warrants that the prices and terms offered in the RFP have been developed solely by the Proponent, without sharing of this information with any other Proponents responding to this RFP. 3. The Requirement 3.1 Mandatory Requirements Mandatory Requirements are requirements that must be met by all Proponents. Failure to comply with these requirements shall render the entire response as non-compliant. The Consortium may waive or enforce non-compliance with any or all other requirements, and, Proponent s attention is drawn to Article Waiving Non-Compliance. Requirement Title Form of Offer Rate Bid Form Adherence to the Procedural Rules Declarations and Certifications Ability to Meet the Insurance Requirements Financial Standing Contractual Agreement Requirement Description The completed form of offer shown in Appendix D - Form of Offer must be completed and returned with this submission. The Proponent must provide a fully completed, unconditional, Rate Bid Form in the Financial Proposal only. The required form is shown in Appendix D - The Rate Bid Form. The Proponent must complete Appendix A. The integrity of the RFP process requires observance of the procedural rules included in this RFP and as indicated in Appendix A - Agreement to Abide by Established Process. The Proponent must complete and return the Declarations and Certifications form included in Appendix B - Declarations and Certifications. The insurance requirements related to the services to be provided, are described in Article 7 of the Agreement and are the minimum requirements that are acceptable to the Consortium. When the contract is awarded, the Proponent is required to provide copies of the Certificates of Insurance as noted in Article 7 of the Agreement. At the time of Proposal submission, the Proponent must provide evidence, in the form of a letter from a recognized Canadian Insurance Broker and/or a letter from a recognized insurer of the Proponents ability to acquire insurance coverage to the standard and terms defined in this RFP. During the performance of the Agreement, the Consortium has the right to request evidence of the Proponents then current financial standing as noted in Article 5.10 of the Agreement. At the time of Proposal submission, the Proponent must provide the same evidence with the Proposal package. The Agreement resulting from award will be in the form of Section 2 The Agreement. By submitting a Proposal, the Proponent agrees to unqualified acceptance of the Agreement. RFP LH-0909 Closing date: December 22nd, 2009 Page 15 of 86

16 3.2 Rated (Scored) Requirements The following items are to be addressed by each Proponent. The scoring criteria for each requirement in isolation are shown in the penultimate column Requirement Description. The relative weight of each requirement to all other requirements is shown in the final column Weight. Requirement Title Student Safety Programs Driver Education & Training Driver Retention Strategy Requirement Description It is very important that students and schools are educated as needed throughout the school year in the safe and efficient usage of the school bus service provided by each Operator. Briefly describe your capability to deliver a Training program and indicate your approach and prior experience in delivery of training programs for students. Describe or provide a copy of your student safety training programs and your evacuation procedures. Indicate how these programs are delivered to students, who is responsible for training, how are the training programs refreshed and what is the frequency of retraining? Drivers must receive any and all training needed to provide a safe and efficient service for schools. Briefly describe your training program, any tools and techniques and facilities used, its frequency and the way in which drivers receive updated education when required. What steps are taken to validate the results of driver training? It is clearly in the best interests of the Operator, the Consortium and the children using the buses that continuity among drivers is preserved. What actions will you take and/or have you taken to promote driver retention? Can you provide an indication of the success of this strategy in prior years? Weight 15% 15% 10% RFP LH-0909 Closing date: December 22nd, 2009 Page 16 of 86

17 Customer Service Fleet Maintenance & Management Program Garage and Operating Facilities Administrative and/or Operations Team & Facility It is essential that students arrive at school on time and ready to learn. Timely and accurate information passed between the Consortium, the Operator, the Schools and Parents is critical to a smooth, safe and efficient School Bus service. Describe the means by which you will ensure excellent customer service to all of the stakeholders, paying particular attention, but do not limit your discussion to, communications during inclement weather and any other abnormal situations. Describe the equipment, technologies and personnel training used in your customer service strategy including any key performance indicators you have and how you evaluate your customer service level, how often, and what strategies you have in place to address identified deficiencies. Vehicle maintenance is a critical component to a safe, reliable and successful service. Describe your Fleet Management Approach including your preventative maintenance program, spare parts and vehicle storage facilities and how you monitor and document compliance with Ministry of Transportation requirements. Include data on Fleet Age. The Operator must provide a facility within the geographic boundaries of Wellington and/or Dufferin Counties for the routine maintenance of all vehicles used to provide the contracted service. Describe the garage and maintenance facility in terms of size, location, personnel and training provided. Describe your maintenance team s experience and qualifications and their roles and responsibilities. Describe your administrative team and Administrative Facility and the experience, qualifications, roles and responsibilities and location of each member of the team. It is acknowledged that one individual may accomplish multiple roles. For example address roles and personnel that encompass the following functions: Dispatcher, Operations Manager, Contracts Manager, Financial Manger, Driver trainers, Safety officer. RFP LH-0909 Closing date: December 22nd, 2009 Page 17 of 86 10% 10% 15% 10%

18 Operational and Contract Performance The Consortium would like to recognize past operational and contract performance. The Consortium will use references as part of the criteria to determine operational and contract performance. Provide the name, telephone number and address for a minimum of three (3) client accounts for whom you have delivered services similar in scope to the School Bus services sought in this RFP in the past three (3) years. In the reference indicate the date and the scope of the service provided. 10% Accident Procedures Describe, the processes and steps that you take to investigate accidents. In particular what actions and steps do you take to retrain, educate or otherwise work with drivers involved in such accidents? 5% 3.3 Overall Non-Financial Weighting For the evaluation, the non-financial components indicated in the preceding table will represent 65% of the total evaluation and is the Overall Non-Financial Weighting. The remaining 35% represents the Overall Financial Weighting. 4. The Evaluation Process and Methodology 4.1 Proponent Evaluation Proponents must respond to this RFP by submitting all data, information and documents required in order for the Proposal to be evaluated and considered for award. Failure to submit such data, information and documents may be deemed sufficient cause for disqualification of a Proposal from further consideration for award. Proponents meeting all of the requirements of this RFP may be required to meet with the selection committee. The purpose of the meeting is to support and reinforce the Proponent s capabilities to meet the requirements of the RFP. Where a meeting is required with one or more Proponents, the selection committee s final evaluation shall consist of both the Proposal and the meeting summary. 4.2 Mandatory Submission Requirements The response documents will be verified for completeness such that there must be five (5) copies of the Technical Response and five (5) copies of the Financial Response (Appendix D - sealed in a separate envelope) and such that the basic Proponent identification information is complete If there are an insufficient number of copies of each of the Financial and Technical response or if the identifying information is incomplete, the Proposal may be ruled non-compliant and further evaluation may not proceed The Financial Response will not be opened at this stage. RFP LH-0909 Closing date: December 22nd, 2009 Page 18 of 86

19 4.2.3 The Technical Response will be reviewed to ensure that no Financial Response Information is contained within the response. If there are financial bid elements within the Technical response the Proposal may be ruled non-compliant and no further evaluation will occur The Mandatory items found in Article 3.1 will be verified. If there are any deficiencies in this part of the Proposal, the Proposal will be ruled non-compliant. 4.3 Evaluation of Rated Items For Proposals that meet the Mandatory Requirements, each of the components in Article 3.2 Rated (Scored) Requirements, will be evaluated and scored by the Evaluation Committee in accordance with the criteria included in the same section. 4.4 Financial Weighting The evaluation team will ensure that the financial proposal is complete in accordance with the RFP instructions. Incomplete or incorrectly completed Financial Proposals will be ruled non-compliant and these proposals will not be evaluated further The remaining Proposals will be scored for the bid rates supplied. The lowest bid price in each geographic area will receive the maximum indicated points. Each other compliant Proposal will receive points based on a scaled calculation Each financial score will then be summed with the technical score to produce a final weighted score. 4.5 Notification to the Preferred Proponent(s) The highest total score for each Proponent will determine the selection of the preferred Proponent. The Consortium will limit the award to the preferred Proponent based on the competition quota as outlined in Section 2 paragraph The Consortium will advise each preferred Proponent of their selection, and will require the Proponent to return a signed Agreement to the Consortium within 10 working days of award Failure to return the Agreement within this time frame will entitle the Consortium to proceed with an award to the next highest scoring Proponent without further recourse or discussion with the original preferred proponent(s) Once the Agreement(s) have been signed and returned, award results will be sent to all proponents who submitted a proposal before the closing date and time. 5. Format of Submission Requirements 5.1 Response Table of Contents Proponents must respond to this RFP by submitting one (1) original and four (4) copies of all data, information and documents required in order for the Proposal to be evaluated and considered for award. Failure to submit such data, information and documents may be deemed sufficient cause for disqualification of a Proposal from further consideration for award Executive Summary (Not scored, include at your discretion) Introduction A description of your company and relevant experience (Not scored). RFP LH-0909 Closing date: December 22nd, 2009 Page 19 of 86

20 5.1.3 Mandatory Requirement Responses (include each response, clearly titled with a definitive, unambiguous statement of compliance and any required supporting documentation or text, or a cross reference to the documentation in item below) Rate (Scored) Requirements (include each response, clearly titled with a textual/illustrated response with any required supporting documentation or text) in accordance with Article 3.2 Rated (Scored) Requirements Supporting Documents and/or Certifications requested in the RFP Proponents shall provide a complete Rate Bid Form for each year of the agreement including Base Rate and Variable Rates for each geographic area and size of vehicle being bid. 5.2 Pricing Instructions The Base Rate proposed by the Proponent shall include all costs to operate the vehicle for each day for the duration of the Agreement. The Proponent must note that the Base Rate includes, but is not limited to: a. amortized purchase and interest costs of vehicle over lifespan of vehicle less disposal value, b. maintenance (scheduled or otherwise), c. licensing, d. insurance, e. the wage and all other costs to provide a driver for the vehicle for a standard day including training, insurance, licensing and all other employee costs, f. the Operators profit, g. parking and maintenance facilities, h. administration staff and facilities, i. any other operating costs, and j. fuel subject to Article 12.3 Fuel Adjustments The Proponent may propose the same Base Rate in each year of the Agreement or a different rate depending upon the Proponent s financial and operating practices To compute the Base Rate, the Proponent must use the information provided in this RFP to determine the vehicle usage. The Time Rate will be used to compensate Proponents for vehicle usage in excess of the information provided If awarded a contract, the Consortium will use the Base Rate provided, in consultation with the Proponent, to fix the Board Labour Dispute Rate, the Inclement Weather Rate, the Mid Day Rate, the Rate for Operator Labour Disputes each of which are described and defined in the Definitions in the Agreement The Proponent shall propose, for each year, the Variable Rates to be used to charge costs that are in excess of the Base Rate, including time, kilometers and fuel All prices shall be stated exclusive of G.S.T. and P.S.T Each Proponent shall complete the Rate Bid Form by providing the indicated Prices for which Proponent shall provide the Services All required information and each and every space on the Form of Offer must be completed and, where applicable, "NONE" or "NO BID" must be inserted to fill any space intended to be left blank or unanswered. RFP LH-0909 Closing date: December 22nd, 2009 Page 20 of 86

21 6. Performance Requirements The Proponent shall strictly adhere to the Additional Performance Requirements as detailed in Schedule D of the Agreement and abide by the Policies and Procedures of the Consortium as documented on the website: RFP LH-0909 Closing date: December 22nd, 2009 Page 21 of 86

22 APPENDIX A Agreement to Abide by Established Process The Consortium is advising each of the Boards, staff and agents that the integrity of the RFP process requires observance of the following ground rules: 1. All communications, including requests for information, between Proponents and the Consortium must be between only the representatives of the Consortium and each Proponent, named below, who have been authorized and designated for that particular purpose. 2. Apart from the communications between and among the designated representatives, there must be no communication between the Consortium and any representative of the Proponent, and no giving of information with respect to the RFP and the Contract. 3. Any attempt on the part of any Proponent, or any of its employees, agents, contractors, subcontractors or representatives to contact any persons other than the designated representatives with respect to the RFP, or any action or violation of the above requirements, will be grounds for disqualification, and the Consortium may, in its discretion, in addition to any other rights or remedies available at law, reject any potential or actual Proposal submitted by that Proponent. 4. Proponents must accept and agree to observe the contents of this Agreement to Abide by Established Process, inform their staff thereof, and ensure their compliance therewith. This Agreement to Abide by Established Process must be signed by a person who has the authority to bind the Proponent and must be submitted with the Proposal. (Please type or print, other than the Signature of Responsible Officer, which must be signed) Date Name of Organization or Individual Address Phone Fax Proponent s Authorized Representative Signature of Responsible Officer or Individual Type or Print Name of Officer or individual RFP LH-0909 Closing date: December 22nd, 2009 Page 22 of 86

23 APPENDIX B Declarations & Certifications I/We the undersigned: 1. Acknowledge and accept all of the terms and conditions of the RFP. 2. Declare and certify that my/our Proposal is in compliance with the requirements of the RFP. 3. Declare and certify that all statements, prices, data and information set out in my/our Proposal are complete and accurate in all material respects. 4. Acknowledge that the Consortium reserves the right to verify any and all information provided in my/our Proposal and that false or erroneous information may result in my/our Proposal being declared non-compliant and rejected. 5. Have declared and attach written details of any situation that may be a conflict of interest or a potential or perceived conflict of interest, as required by Article 2.12 of the RFP. Where no written details are attached, I/we confirm that there is not now, nor was there in the past, any actual or potential or perceived conflict of interest relating to the preparation of my/our Proposal or my/our obligations to the Consortium, the Contract, the Contract Price or any Customer. 6. Declare that no Person other than the one whose signature, or the signature of whose officers are set out below, has any interest in my/our Proposal, and further declare that this Proposal is made without any connection, knowledge, comparison or arrangements with any other Person making a Proposal for the Services. 7. Acknowledge and agree that should it be determined that any statements provided in my/our Proposal are false or in error, the Consortium may reject my/our Proposal as non-compliant. 8. Acknowledge and agree that this Proposal is irrevocable and open for acceptance by the Consortium for a period of one hundred and twenty (120) calendar days from the Submission Deadline. 9. Declare and certify that I/we have the authority to bind the Proponent to the specific terms and conditions of the RFP and offered in my/our Proposal. Date Name of Organization or individual Signature of Responsible Officer or individual Type or Print Name of Officer or individual RFP LH-0909 Closing date: December 22nd, 2009 Page 23 of 86

24 APPENDIX C Tax Compliance Declaration Form The Ontario Government expects all suppliers to pay their provincial taxes on a timely basis. In this regard, Proponents are advised that any contract with the Consortium will require a declaration from the successful Proponent that the Proponent's provincial taxes are in good standing. In order to be considered for a contract award, the proponent must submit the following tax compliance status statement and the following consent to disclosure: Declaration: I/WE hereby certify that (legal name of Proponent) at the time of submitting its Proposal, is in full compliance with all tax statutes administered by the Ministry of Finance for Ontario and that, in particular, all returns required to be filed under all provincial tax statutes have been filed and all taxes due and payable under those statutes have been paid or satisfactory arrangements for their payment have been made and maintained. Consent to Disclosure: I/We consent to the Ministry of Finance releasing the taxpayer information described in this Declaration to the Consortium issuing the RFP as necessary for the purpose of verifying that I/we am/are in full compliance with all statutes administered by the Ministry of Finance. Date Name of Organization or individual Signature of Responsible Officer or individual Type or Print Name of Officer or individual RFP LH-0909 Closing date: December 22nd, 2009 Page 24 of 86

25 APPENDIX D Form of Offer (To Be Sealed in a Separate Envelope) To Service de transport de Wellington Dufferin Student Transportation Services 1. Proponent Information (a) The full legal name of the Proponent is: (b) Any other relevant name under which the Proponent carries on business is: (c) The jurisdiction under which the Proponent is governed is: (d) The name, address, telephone, facsimile number and address of the contact person for the Proponent is: (e) Whether the Proponent is an individual, a sole proprietorship, a corporation, a partnership, a joint venture, an incorporated consortium or a consortium that is a partnership or other legally recognized entity: 2. Offer The Proponent has carefully examined the RFP documents and has a clear and comprehensive knowledge of the Services required under the RFP. By submitting the Proposal, the Proponent agrees and consents to the terms, conditions and provisions of the RFP, including the Form of Agreement, and offers to provide the Services in accordance therewith at the Rates set out in the Rate Bid Form and the person signing below is authorized to bind the Proponent. The Agreement resulting from a contract award will be in the form of Section 2 The Agreement. By submitting a Proposal, the proponent agrees to unqualified acceptance of the Agreement. The Proponent acknowledges receipt of Addenda to Addenda and the price(s) quoted incorporate such addenda. Date Name of Organization or individual Signature of Responsible Officer or individual Type or Print Name of Officer or individual RFP LH-0909 Closing date: December 22nd, 2009 Page 25 of 86

26 The Rate Bid Forms: Complete the following tables and indicate the number of routes requested for each geographic region you wish to provide services in. Enter "NONE" or "NO BID" if no routes are being bid. 1. Routes will be awarded to Proponents based on Geographic area and the Consortium will allocate bus routes within the area for which the Proponent submits a price. 2. The Time Rate will be used in conjunction with the Base Rate to form the Financial Weighting. The Time Rate will include kilometers traveled and all other overtime costs. South Wellington and the City of Guelph 92 Total Routes Available in Geographic Service Area Available Full Size Bus Routes: 61 Average KM per Route: 64.8 Average Time per route: 114 minutes Number of Routes proponent wishes to bid on in South Wellington and the City of Guelph: Year Base Rate Per Day full size bus Refer to Article 5.2 Pricing Instructions Fuel to be included in Base Rate Time Rate (in 15 Min increments) 2010/ / / / /15 Available Mid Size Bus Routes: 7 Average KM per Route: 77.5 kilometers Average Time per route: 134 minutes Number of Routes proponent wishes to bid on in South Wellington and the City of Guelph: Year Base Rate Per Day mid size bus Refer to Article 5.2 Pricing Instructions Fuel to be included in Base Rate Time Rate (in 15 Min increments) 2010/ / / / /15 RFP LH-0909 Closing date: December 22nd, 2009 Page 26 of 86

27 The Rate Bid Forms: Complete the following tables and indicate the number of routes requested for each geographic region you wish to provide services in. Enter "NONE" or "NO BID" if no routes are being bid. 1. Routes will be awarded to Proponents based on Geographic area and the Consortium will allocate bus routes within the area for which the Proponent submits a price. 2. The Time Rate will be used in conjunction with the Base Rate to form the Financial Weighting. The Time Rate will include kilometers traveled and all other overtime costs. Available Mini Size Bus Routes: 14 Average KM per Route: 87.0 kilometers Average Time per route: 133 minutes Number of Routes proponent wishes to bid on in South Wellington and the City of Guelph: Year Base Rate Per Day mini size bus Refer to Article 5.2 Pricing Instructions Fuel to be included in Base Rate Time Rate (in 15 Min increments) 2010/ / / / /15 Available Mini Van Routes: 2 Average KM per Route: kilometers Average Time per route: 203 minutes Number of Routes proponent wishes to bid on in South Wellington and the City of Guelph: Year Base Rate Per Day mini van Refer to Article 5.2 Pricing Instructions Fuel to be included in Base Rate Time Rate (in 15 Min increments) 2010/ / / / /15 RFP LH-0909 Closing date: December 22nd, 2009 Page 27 of 86

28 The Rate Bid Forms: Complete the following tables and indicate the number of routes requested for each geographic region you wish to provide services in. Enter "NONE" or "NO BID" if no routes are being bid. 1. Routes will be awarded to Proponents based on Geographic area and the Consortium will allocate bus routes within the area for which the Proponent submits a price. 2. The Time Rate will be used in conjunction with the Base Rate to form the Financial Weighting. The Time Rate will include kilometers traveled and all other overtime costs. Available Mid Size Adapted Vehicle Routes: 1 Average KM per Route: kilometers Average Time per route: 197 minutes Number of Routes proponent wishes to bid on in South Wellington and the City of Guelph: Year Base Rate Per Day mid size adapted Refer to Article 5.2 Pricing Instructions Fuel to be included in Base Rate Time Rate (in 15 Min increments) 2010/ / / / /15 Available Mini Size Adapted Vehicle Routes: 6 Average KM per Route: 67.9 kilometers Average Time per route: 144 minutes Number of Routes proponent wishes to bid on in South Wellington and the City of Guelph: Year Base Rate Per Day mini size adapted Refer to Article 5.2 Pricing Instructions Fuel to be included in Base Rate Time Rate (in 15 Min increments) 2010/ / / / /15 RFP LH-0909 Closing date: December 22nd, 2009 Page 28 of 86

29 The Rate Bid Forms: Complete the following tables and indicate the number of routes requested for each geographic region you wish to provide services in. Enter "NONE" or "NO BID" if no routes are being bid. 1. Routes will be awarded to Proponents based on Geographic area and the Consortium will allocate bus routes within the area for which the Proponent submits a price. 2. The Time Rate will be used in conjunction with the Base Rate to form the Financial Weighting. The Time Rate will include kilometers traveled and all other overtime costs. Available PDPV Routes: 1 Average KM per Route: kilometers Average Time per route: 328 minutes Number of Routes proponent wishes to bid on in South Wellington and the City of Guelph: Year Base Rate Per Day PDPV Refer to Article 5.2 Pricing Instructions Fuel to be included in Base Rate Time Rate (in 15 Min increments) 2010/ / / / /15 Competition Quota for South Wellington and the City of Guelph RFP 0309 Routes 31 RFP 0909 Routes 92 Total Routes 123 Maximum Award 62 RFP LH-0909 Closing date: December 22nd, 2009 Page 29 of 86

30 The Rate Bid Forms: Complete the following tables and indicate the number of routes requested for each geographic region you wish to provide services in. Enter "NONE" or "NO BID" if no routes are being bid. 1. Routes will be awarded to Proponents based on Geographic area and the Consortium will allocate bus routes within the area for which the Proponent submits a price. 2. The Time Rate will be used in conjunction with the Base Rate to form the Financial Weighting. The Time Rate will include kilometers traveled and all other overtime costs. Centre Wellington and the Town of Erin 82 Total Routes Available in Geographic Service Area Available Full Size Bus Routes: 64 Average KM per Route: 93.4 Average Time per route: 129 minutes Number of Routes proponent wishes to bid on in Centre Wellington and the Town of Erin: Year Base Rate Per Day full size bus Refer to Article 5.2 Pricing Instructions Fuel to be included in Base Rate Time Rate (in 15 Min increments) 2010/ / / / /15 Available Mid Size Bus Routes: 2 Average KM per Route: kilometers Average Time per route: 174 minutes Number of Routes proponent wishes to bid on in Centre Wellington and the Town of Erin: Year Base Rate Per Day mid size bus Refer to Article 5.2 Pricing Instructions Fuel to be included in Base Rate Time Rate (in 15 Min increments) 2010/ / / / /15 RFP LH-0909 Closing date: December 22nd, 2009 Page 30 of 86

31 The Rate Bid Forms: Complete the following tables and indicate the number of routes requested for each geographic region you wish to provide services in. Enter "NONE" or "NO BID" if no routes are being bid. 1. Routes will be awarded to Proponents based on Geographic area and the Consortium will allocate bus routes within the area for which the Proponent submits a price. 2. The Time Rate will be used in conjunction with the Base Rate to form the Financial Weighting. The Time Rate will include kilometers traveled and all other overtime costs. Available Mini Size Bus Routes: 6 Average KM per Route: kilometers Average Time per route: 187 minutes Number of Routes proponent wishes to bid on in Centre Wellington and the Town of Erin: Year Base Rate Per Day mini size bus Refer to Article 5.2 Pricing Instructions Fuel to be included in Base Rate Time Rate (in 15 Min increments) 2010/ / / / /15 Available Mini Van Routes: 3 Average KM per Route: kilometers Average Time per route: 184 minutes Number of Routes proponent wishes to bid on in Centre Wellington and the Town of Erin: Year Base Rate Per Day mini van Refer to Article 5.2 Pricing Instructions Fuel to be included in Base Rate Time Rate (in 15 Min increments) 2010/ / / / /15 RFP LH-0909 Closing date: December 22nd, 2009 Page 31 of 86

32 The Rate Bid Forms: Complete the following tables and indicate the number of routes requested for each geographic region you wish to provide services in. Enter "NONE" or "NO BID" if no routes are being bid. 1. Routes will be awarded to Proponents based on Geographic area and the Consortium will allocate bus routes within the area for which the Proponent submits a price. 2. The Time Rate will be used in conjunction with the Base Rate to form the Financial Weighting. The Time Rate will include kilometers traveled and all other overtime costs. Available Full Size Adapted Routes: 1 Average KM per Route: 78.3 Average Time per route: 138 minutes Number of Routes proponent wishes to bid on in Centre Wellington and the Town of Erin: Year Base Rate Per Day full size adapted Refer to Article 5.2 Pricing Instructions Fuel to be included in Base Rate Time Rate (in 15 Min increments) 2010/ / / / /15 Available Mid Size Adapted Routes: 2 Average KM per Route: kilometers Average Time per route: 207 minutes Number of Routes proponent wishes to bid on in Centre Wellington and the Town of Erin: Year Base Rate Per Day mid size adapted Refer to Article 5.2 Pricing Instructions Fuel to be included in Base Rate Time Rate (in 15 Min increments) 2010/ / / / /15 RFP LH-0909 Closing date: December 22nd, 2009 Page 32 of 86

33 The Rate Bid Forms: Complete the following tables and indicate the number of routes requested for each geographic region you wish to provide services in. Enter "NONE" or "NO BID" if no routes are being bid. 1. Routes will be awarded to Proponents based on Geographic area and the Consortium will allocate bus routes within the area for which the Proponent submits a price. 2. The Time Rate will be used in conjunction with the Base Rate to form the Financial Weighting. The Time Rate will include kilometers traveled and all other overtime costs. Available Mini Size Adapted Routes: 4 Average KM per Route: kilometers Average Time per route: 189 minutes Number of Routes proponent wishes to bid on in Centre Wellington and the Town of Erin: Year Base Rate Per Day mini size adapted Refer to Article 5.2 Pricing Instructions Fuel to be included in Base Rate Time Rate (in 15 Min increments) 2010/ / / / /15 Competition Quota for Centre Wellington and the Town of Erin RFP 0309 Routes 21 RFP 0909 Routes 82 Total Routes 103 Maximum Award 52 RFP LH-0909 Closing date: December 22nd, 2009 Page 33 of 86

34 The Rate Bid Forms: Complete the following tables and indicate the number of routes requested for each geographic region you wish to provide services in. Enter "NONE" or "NO BID" if no routes are being bid. 1. Routes will be awarded to Proponents based on Geographic area and the Consortium will allocate bus routes within the area for which the Proponent submits a price. 2. The Time Rate will be used in conjunction with the Base Rate to form the Financial Weighting. The Time Rate will include kilometers traveled and all other overtime costs. North Wellington 55 Total Routes Available in Geographic Service Area Available Full Size Bus Routes: 44 Average KM per Route: Average Time per route: 154 minutes Number of Routes proponent wishes to bid on in North Wellington: Year Base Rate Per Day full size bus Refer to Article 5.2 Pricing Instructions Fuel to be included in Base Rate Time Rate (in 15 Min increments) 2010/ / / / /15 Available Mid Size Bus Routes: 2 Average KM per Route: kilometers Average Time per route: 207 minutes Number of Routes proponent wishes to bid on in North Wellington: Year Base Rate Per Day mid size bus Refer to Article 5.2 Pricing Instructions Fuel to be included in Base Rate Time Rate (in 15 Min increments) 2010/ / / / /15 RFP LH-0909 Closing date: December 22nd, 2009 Page 34 of 86

35 The Rate Bid Forms: Complete the following tables and indicate the number of routes requested for each geographic region you wish to provide services in. Enter "NONE" or "NO BID" if no routes are being bid. 1. Routes will be awarded to Proponents based on Geographic area and the Consortium will allocate bus routes within the area for which the Proponent submits a price. 2. The Time Rate will be used in conjunction with the Base Rate to form the Financial Weighting. The Time Rate will include kilometers traveled and all other overtime costs. Available Mini Van Routes: 6 Average KM per Route: kilometers Average Time per route: 154 minutes Number of Routes proponent wishes to bid on in North Wellington: Year Base Rate Per Day mini van Refer to Article 5.2 Pricing Instructions Fuel to be included in Base Rate Time Rate (in 15 Min increments) 2010/ / / / /15 Available Mini Size Adapted Routes: 2 Average KM per Route: kilometers Average Time per route: 126 minutes Number of Routes proponent wishes to bid on in North Wellington: Year Base Rate Per Day mini size adapted Refer to Article 5.2 Pricing Instructions Fuel to be included in Base Rate Time Rate (in 15 Min increments) 2010/ / / / /15 RFP LH-0909 Closing date: December 22nd, 2009 Page 35 of 86

36 The Rate Bid Forms: Complete the following tables and indicate the number of routes requested for each geographic region you wish to provide services in. Enter "NONE" or "NO BID" if no routes are being bid. 1. Routes will be awarded to Proponents based on Geographic area and the Consortium will allocate bus routes within the area for which the Proponent submits a price. 2. The Time Rate will be used in conjunction with the Base Rate to form the Financial Weighting. The Time Rate will include kilometers traveled and all other overtime costs. Available PDPV Routes: 1 Average KM per Route: 198 kilometers Average Time per route: 226 minutes Number of Routes proponent wishes to bid on in North Wellington: Year Base Rate Per Day PDPV Refer to Article 5.2 Pricing Instructions Fuel to be included in Base Rate Time Rate (in 15 Min increments) 2010/ / / / /15 Competition Quota for North Wellington RFP 0309 Routes 23 RFP 0909 Routes 55 Total Routes 78 Maximum Award 39 RFP LH-0909 Closing date: December 22nd, 2009 Page 36 of 86

37 The Rate Bid Forms: Complete the following tables and indicate the number of routes requested for each geographic region you wish to provide services in. Enter "NONE" or "NO BID" if no routes are being bid. 1. Routes will be awarded to Proponents based on Geographic area and the Consortium will allocate bus routes within the area for which the Proponent submits a price. 2. The Time Rate will be used in conjunction with the Base Rate to form the Financial Weighting. The Time Rate will include kilometers traveled and all other overtime costs. Dufferin County 113 Total Routes Available in Geographic Service Area Available Full Size Bus Routes: 74 Average KM per Route: Average Time per route: 133 minutes Number of Routes proponent wishes to bid on in Dufferin County: Year Base Rate Per Day full size bus Refer to Article 5.2 Pricing Instructions Fuel to be included in Base Rate Time Rate (in 15 Min increments) 2010/ / / / /15 Available Mid Size Bus Routes: 1 Average KM per Route: kilometers Average Time per route: 269 minutes Number of Routes proponent wishes to bid on in Dufferin County: Year Base Rate Per Day mid size bus Refer to Article 5.2 Pricing Instructions Fuel to be included in Base Rate Time Rate (in 15 Min increments) 2010/ / / / /15 RFP LH-0909 Closing date: December 22nd, 2009 Page 37 of 86

38 The Rate Bid Forms: Complete the following tables and indicate the number of routes requested for each geographic region you wish to provide services in. Enter "NONE" or "NO BID" if no routes are being bid. 1. Routes will be awarded to Proponents based on Geographic area and the Consortium will allocate bus routes within the area for which the Proponent submits a price. 2. The Time Rate will be used in conjunction with the Base Rate to form the Financial Weighting. The Time Rate will include kilometers traveled and all other overtime costs. Available Mini Size Bus Routes: 30 Average KM per Route: kilometers Average Time per route: 166 minutes Number of Routes proponent wishes to bid on in Dufferin County: Year Base Rate Per Day mini size bus Refer to Article 5.2 Pricing Instructions Fuel to be included in Base Rate Time Rate (in 15 Min increments) 2010/ / / / /15 Available Mini Van Routes: 1 Average KM per Route: kilometers Average Time per route: 150 minutes Number of Routes proponent wishes to bid on in Dufferin County: Year Base Rate Per Day mini van Refer to Article 5.2 Pricing Instructions Fuel to be included in Base Rate Time Rate (in 15 Min increments) 2010/ / / / /15 RFP LH-0909 Closing date: December 22nd, 2009 Page 38 of 86

39 The Rate Bid Forms: Complete the following tables and indicate the number of routes requested for each geographic region you wish to provide services in. Enter "NONE" or "NO BID" if no routes are being bid. 1. Routes will be awarded to Proponents based on Geographic area and the Consortium will allocate bus routes within the area for which the Proponent submits a price. 2. The Time Rate will be used in conjunction with the Base Rate to form the Financial Weighting. The Time Rate will include kilometers traveled and all other overtime costs. Available Mini Size Adapted Routes: 1 Average KM per Route: 67.2 kilometers Average Time per route: 136 minutes Number of Routes proponent wishes to bid on in Dufferin County: Year Base Rate Per Day mini size adapted Refer to Article 5.2 Pricing Instructions Fuel to be included in Base Rate Time Rate (in 15 Min increments) 2010/ / / / /15 Available PDPV Routes: 6 Average KM per Route: kilometers Average Time per route: 138 minutes Number of Routes proponent wishes to bid on in Dufferin County: Year Base Rate Per Day wheel chair vehicle Refer to Article 5.2 Pricing Instructions Fuel to be included in Base Rate Time Rate (in 15 Min increments) 2010/ / / / /15 RFP LH-0909 Closing date: December 22nd, 2009 Page 39 of 86

40 Competition Quota for Dufferin County RFP 0309 Routes 30 RFP 0909 Routes 113 Total Routes 143 Maximum Award 72 ADDITIONAL TRANSPORTATION RATES Type of Additional Work 2009/ / / / /14 Driver's Additional Hourly Rate (hourly rate includes benefits) Route Monitor/Aide Hourly Rate (hourly rate includes benefits) First Rider Program (per presentation) Bus Evacuation Training (per presentation) Emergency Transportation Vehicle Hourly Rate Kilometer Rate Driver Hourly Rate (with Benefits) Late & Noon Transportation Vehicle Hourly Rate Kilometer Rate Driver Hourly Rate (with Benefits) RFP LH-0909 Closing date: December 22nd, 2009 Page 40 of 86

41 SECTION 2 The Agreement 1. Preamble THIS AGREEMENT is made this day of, 2009 BETWEEN Service de transport de Wellington Dufferin Student Transportation Services (hereinafter called the Consortium or STWDSTS ), AND OF THE FIRST PART; (hereinafter called the Operator ), OF THE SECOND PART; WHEREAS the Consortium has been formed to administer transportation services for Conseil Scolaire de district du Centre-Sud-Ouest and Conseil scolaire de district catholique Centre-Sud, Dufferin-Peel Catholic District School Board, Upper Grand District School Board and Wellington Catholic District School Board, hereinafter called the Member School Boards. AND WHEREAS the Consortium requires the provision of certain transportation services for the students on the routes established by the Consortium and described Schedule E hereto and forming part of this Agreement; AND WHEREAS the Operator is willing to provide the said transportation services to the Consortium, NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the mutual covenants, agreements and undertakings herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby mutually acknowledged, the parties hereto agree as follows: 1.1 Agreement Precedence In the event of a conflict between the provisions of a proposal or price quotation hereto and any of the terms of this Agreement, the document order of precedence shall be as follows: Any amendments to this Agreement issued and authorized in accordance with Article 15.1 Amendments to the Agreement of this Agreement This Agreement and all of its attachments and schedules The Certifications provided by the Operator in response to the Consortium RFP The RFP response submitted by the Operator, including any Addenda. RFP LH-0909 Closing date: December 22nd, 2009 Page 41 of 86

42 1.2 Agreement Precedence The division of this Agreement into Articles, Sections and subsections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. The Article and Section headings in this Agreement are not intended to be full or accurate descriptions of the text to which they refer. 1.3 Definitions Base Rate Inclusions for consideration in the Base Rate for each Vehicle are included in Article 5.2 Pricing Instructions. The Base Rate for each vehicle is the agreed Cost to operate the vehicle for one day. The Base Rate will include, but not be limited to, The Bus Cost - i.e. the cost of the vehicle less disposal value amortized over the agreed lifespan of the vehicle; Peripherals Amortized cost of additional equipment on each bus beyond the standard vehicle; Licensing 10 month license cost; Training - Ongoing driver education to meet board and Ministry requirements; Spare Drivers Cost for on call drivers to cover driver shortages; Insurance; Maintenance Regular vehicle maintenance; Parking and Facilities vehicle storage and office space; General Administration the other costs of operating a business, including profit; Driver Wages the cost to provide a driver for one day for the subject vehicle; Fuel subject to Article 12.3 Fuel Adjustments. The Base Rate(s) are established at the time that a proposal is accepted and will remain fixed for the duration of the Agreement, save and except for approved adjustments to items, which are directed by Consortium, Governmental or other Regulatory change. Board Labour Dispute Rate - The rate at which the Consortium will pay the Operator for the periods described in Article 2.7 of this Agreement Cancellation of Services by the Consortium as a result of Board Labour Disputes. Contract Ending Date - The last date upon which services under this Agreement shall be delivered. The Contract Ending Date of this Agreement is June 30, Contract Starting Date - The date upon which services under this Agreement begin to be delivered. The Contract Starting Date of this Agreement is September 1, Inclement Weather Rate - The rate at which the Consortium will pay the Operator for the periods described in Article 2.5 of this Agreement Cancellation of Services by the Consortium During Inclement Weather. This rate shall be 80%of the Base Rate; variable rates shall not be included. Operator - The organization or individual supplying the services which are the subject of this Agreement. The Operator includes the staff of the Operator, the drivers, the equipment and all services provided by the Operator to perform the services under this Agreement. RFP LH-0909 Closing date: December 22nd, 2009 Page 42 of 86

43 Rate for Operator Labour Disputes - The rate at which the Consortium will pay the Operator for the periods described in Article 2.6 of this Agreement Cancellation of Services by the Consortium as a result of Operator Labour Disputes. This rate shall be the rate set out in Article 2.6. Rate for Consortium Labour Disputes - The rate at which the Consortium will pay the Operator for the periods described in Article 2.7 of this Agreement Cancellation of Services by the Consortium as a result of Board Labour Disputes. This rate shall be the rate set out in Article 2.7. Route and Run - Run: The roads traveled and stop locations for individual schools. A route may contain more than 1 run and may differ as between AM to PM. Route: The time and distance from the first student pick-up through to the last school and return by the most direct roads to the first pick-up for each AM and PM route. A route may contain more than 1 run and may differ as between AM to PM. Route Doubling - The practice, generally not approved in the Agreement, of using a single bus to service multiple routes which were to be serviced by multiple buses. Total Daily Rate - Base Rate plus Variable Rates per day, per route, by class of equipment. Variable Rate - A rate agreed to by the Consortium and the Operator, which shall be used to charge costs which are in excess of the Base Rate. 2. Contract Term and Early Termination 2.1 Term of Contract This Agreement shall commence on the Contract Starting Date and shall cover a term of five (5) consecutive school or contract years of ten (10) months per year, terminating on the Contract Ending Date unless terminated prior thereto as set out herein. 2.2 Option to Renew The Consortium retains the option to renew this Agreement, at its sole discretion, for one (1) or two (2) or three (3) additional ten (10) month school or contract years at the Base and Variable rates equal to those of the final contract year. The Consortium s written notice to exercise its option to renew will be given to the Operator no later than December 1st, of the preceding school year in which the option is to be exercised. The Operator shall either accept or decline the extension offered. If the extension is declined the contract will terminate on the End Date. In offering the extension, the Consortium may, in its sole discretion adjust the Base and/or Variable Rate for the extended term. 2.3 Termination at any Time by the Consortium This Agreement may be terminated at any time as follows: by agreement in writing of the Consortium and the Operator; OR by the Consortium, on fifteen (15) days notice in writing; i. Where, in the opinion of the Consortium, the Operator has failed to fulfill all or part of the terms of this Agreement; OR RFP LH-0909 Closing date: December 22nd, 2009 Page 43 of 86

44 ii. Where, in the opinion of the Consortium, the Operator, or any of its servants, employees or agents, habitually fails to operate any of its vehicles in accordance with the requirements of the Public Vehicles Act and the Regulations thereunder, the Highway Traffic Act (Ontario) and the Regulations thereunder, and/or any other Acts and Regulations applicable to the provision of public or private transportation for school students, including Commercial Vehicle Operator s Registration (CVOR) under regulations of the Ministry of Transportation and Communications and including any regulations or policies of the Consortium and its Member School Boards which govern the transportation of their students. 2.4 Cancellation, Alteration or Addition of Routes by the Consortium With Notice (a) i. The Consortium, may, on fifteen (15) days notice in writing to the Operator and without terminating this Agreement, cancel any particular run, runs, route or routes in respect of which the Operator is providing or has provided transportation services, where any such run or route has been deemed unnecessary by the Consortium. ii. The Consortium may on three (3) days notice in writing to the Operator reorganize, alter, modify or add to any particular run, runs, route or routes, or consolidate any particular runs or routes, in respect of which the Operator is providing or has provided transportation services. In the event of an emergency the Consortium reserves the right to request the change, modification or consolidation be made within 24 hours. In the event of either or both of i. and/or ii. the Consortium shall not be liable to the Operator for any claims, suits, costs, expenses or damages whether direct or indirect, compensatory or otherwise incurred by the Operator as a result of such alteration, modification, reorganization or consolidation including, without limiting the generality of the foregoing, lost profits. Without limiting the rights of the Consortium under this Article, the Consortium may, in particular, alter the scheduling for a route or routes. (b) Without in any way limiting the generality of Article 2.4(a), the Operator acknowledges and agrees that, over the term of this Agreement, the Consortium is engaged in a process which may result in the reduction of the number of buses and/or runs or routes required by the Consortium to transport pupils to and from the schools of the Consortium s Member School Boards. The Operator further acknowledges and agrees that the Consortium may acting reasonably, in the Consortium s sole and unfettered discretion, reorganize, reduce, alter, eliminate or add to any or all of the runs or routes awarded to the Operator under this Agreement. (c) Without in any way limiting the generality of Article 2.4(a), the Operator agrees that the Consortium may exercise the rights of the Consortium as referred to in Article 2.4(b) of this Agreement without terminating this Agreement and, in any such event, the Consortium shall not be liable to the Operator for any claims, suits, costs, expenses or damages, whether direct or indirect whatsoever compensatory or otherwise, including loss of profit, incurred by the Operator. (d) Where the Consortium exercises its rights pursuant to Article 2.4(b) and requests the Operator to serve a route or routes not specified by this Agreement, the Consortium agrees to pay, and if the Operator agrees to accept, for each day on which transportation is provided an amount per day equal to the amount provided in the proposal for a comparable vehicle. In the event that the proposal does not include a rate for the type of vehicle to be used, the Consortium agrees to pay and the Operator agrees to accept an amount per day which is the average amount based upon the same vehicle type - paid by the Consortium to other operators for the type of vehicle to be provided by the Operator. All the terms and conditions of this Agreement shall apply to the services provided by the Operator with respect to any replacement route or routes and replacement vehicle or vehicles. RFP LH-0909 Closing date: December 22nd, 2009 Page 44 of 86

45 2.5 Cancellation of Services by the Consortium During Inclement Weather (a) In addition to, and notwithstanding, the provisions of Article 2.4, the Operator hereby acknowledges that in the event that the Consortium notifies the Operator that transportation services will not be required until further notice owing to circumstances beyond the control of the Consortium, including without limiting the generality of the foregoing inclement weather, the Consortium shall be liable to pay to the Operator an amount equal to the Inclement Weather Rate of the contract for a period being the lesser of the period during which transportation services are not required by the Consortium or fifteen (15) days next following the delivery of such notice. (b) Such payment shall constitute the Consortium s only obligation in such event and following the expiration of the period referred to herein the Operator shall not be entitled to any further payment from the Consortium until such time as it receives notice that the transportation services are required by the Consortium and the Operator hereby releases the Consortium of and from any and all manner of action, causes of action, claims and demands whatsoever whether direct or indirect, in excess of the amount required to be paid to the Operator by the Consortium under the terms of this article. (c) The provisions of this article, in respect of cancellation for inclement weather only, shall apply only where the Consortium has notified the Operator of the cancellation of service in accordance with Article 14 - Notices, by 6:30 a.m. on the day of such cancellation. 2.6 Cancellation of Services by the Consortium as a Result of Operator Labour Disputes (a) In addition to, and notwithstanding, the provisions of Article 2.4, the Operator hereby acknowledges that in the event that the Operator notifies the Consortium that transportation services will not be available until further notice as a result of Operator Labour Disputes, the Consortium shall terminate payment for those affected routes immediately. (b) If the dispute is not settled within 15 days the Consortium may cancel this Agreement and seek alternate arrangements for transportation services. 2.7 Cancellation of Services by the Consortium as a Result of Member Board Labour Disputes If due to a concurrent withdrawal of services by a Member Board s employees or concurrent lock-out by the Member Boards, it is necessary to discontinue all classes or suspend transportation services normally provided under this Agreement, the following conditions of payment shall apply: (a) First 10 School Days: Eighty per cent (80%) of the Base Rate shall be paid during the time transportation service is suspended on the condition the Member Boards receive and retain full funding for transportation services during the dispute. (b) From 11 to 30 School Days: Sixty per cent (60%) of the Base Rate shall be paid during the time transportation service is suspended on the condition the Member Boards receive and retain full funding for transportation services during the dispute. (c) Over 30 school days: Forty per cent (40%) of the Base Rate shall be paid during the time transportation service is suspended on the condition the Member Boards receive and retain full funding for transportation services during the dispute. RFP LH-0909 Closing date: December 22nd, 2009 Page 45 of 86

46 The Consortium may reduce the Member Board Labour Dispute Rate in proportion to the Ministry Funding reduction. The Operator may accept this reduction, retaining critical staff and continue the Agreement, or, may terminate this Agreement without penalty. 3. Services 3.1 Consortium Shall Determine and Communicate Routes and Schedules The Consortium shall determine and designate route design; locations and times for pick up and discharge of students, destinations, student loads, student stop lists, student information and any other information required by the Operator to perform the duties of this Agreement. Changes in route design and/or locations for picking up and discharging students shall be determined and communicated by the Consortium to all necessary parties. The Consortium will provide the routes and schedules at least 10 business days before start of service. The Operator shall, during the term of this Agreement, provide transportation services in accordance with the routes distributed, which shall specify: a. The route or routes for which the service is to be provided; and b. The size of vehicle to be used on each route. 4. Safety Program The Operator shall make available to the Consortium, a complete copy of its current driver and student safety and training programs as outlined in Schedule A and Schedule B. 5. The Operator 5.1 Inadmissibility of Charter Runs The Operator covenants that during the term of this Agreement it shall, whether transporting regular home-to-school students or whether transporting special needs, kindergarten or special education students, transport students in accordance with the specifications contained in this Agreement. The Operator will not permit charter runs or other fares to prejudice the operation of any regular route that it is receiving payment for from the Consortium. 5.2 Drivers to be aware of, and follow the Conditions of the Agreement It is the responsibility of the Operator to ensure that all of its drivers that transport students of the Consortium are aware of and follow the relevant and appropriate conditions of the Agreement. 5.3 Independent Contractor For the purposes of this Agreement, the Operator shall be deemed in all respects to be an independent contractor, and in no event shall it be deemed to be an employee or agent of the Consortium or its Member School Boards. 5.4 Operator Deemed to be in the Business of Carrying Passengers for Compensation The Operator shall be deemed to be in the business of carrying passengers for compensation, notwithstanding payment or lack of payment under the terms of this Agreement. RFP LH-0909 Closing date: December 22nd, 2009 Page 46 of 86

47 5.5 Operator Representations and Warranties The Operator represents and warrants to the Consortium that: a. No person, firm or corporation, other than the Operator, operating in accordance with all of the terms and conditions of this Agreement and with the written approval and consent of the Consortium, has any interest in this Agreement; b. The proposal or price quotation submitted by the Operator in connection with this Agreement was made without any connection, knowledge, comparison of figures or arrangement with any other person making a proposal for the same work, and was, in all respects, fair and absent collusion or fraud; c. No member, officer or employee of the Consortium or its Member School Boards, except those that are expressly declared as interested and approved in writing by the Consortium, is, will be, or has become interested, directly or indirectly, as a contracting party, partner, stockholder (except via ownership through mutual funds or similar publicly traded instruments), broker, surety or otherwise, in the performance of the said contract, the supply of services, work or business in connection with the said contract, in any portion of the profits thereof, or in any of the monies to be derived therefrom. 5.6 No Assignment or Subcontracting Without Consent The Operator shall not assign this Agreement or subcontract any of the Services to be provided hereunder without the prior consent in writing of the Consortium, which consent may be arbitrarily withheld. If the Operator is a corporation, the Operator agrees that the persons owning a majority of the outstanding voting shares of the Operator, or holding directly or indirectly voting control of the Operator at the time of entering into this Agreement, shall not without the prior written consent of the Consortium; sell, assign or otherwise dispose of the majority of voting shares of the Operator, whether through one or through a series of transactions, or cease to hold directly or indirectly, voting control of the Operator. Failure to obtain the Consortium s consent in writing to assign this Agreement to a new owner, will render the Agreement null and void at the Consortium s sole discretion if the change(s) in ownership is/are unacceptable to the Consortium. 5.7 Indemnification by the Operator For the consideration stated below, the Operator, for itself, its heirs, executors, administrators, successors and assigns shall indemnify and hold harmless the Consortium and its Member School Boards, their successors and assigns, from any and all matter of damage or injury, claims, suits, costs, expenses or damages whether direct or indirect, compensatory or otherwise, arising out of or incurred by reason of the transportation services provided by the Operator under this Agreement and, in particular and without limiting the generality of the foregoing, arising out of the breach by the Operator or by those for whom the Operator is at law responsible, of any of their respective obligations under this Agreement. The Operator acknowledges that its liability hereunder shall continue notwithstanding the fact that the transportation services may be provided through the operation of a motor vehicle on a private road or other private property rather than on a public highway or in a location other than the route or routes specified in the attached schedule(s). In addition, the Operator shall indemnify and hold harmless the Consortium and its Member School Boards against any claims, suits, costs, expenses or damages whether direct or indirect, compensatory or otherwise arising out of the awarding of this contract to the Operator. 5.8 Compliance with Acts, Regulations and Policies At all times that the Operator is providing service under the Agreement, the Operator shall comply with the provisions of the Highway Traffic Act, the Public Vehicles Act (Ontario) and all Regulations made thereunder as well as any other Act or Regulation applicable to the provision of public or private transportation for school students. A list of such Acts and Regulations is included as Schedule C RFP LH-0909 Closing date: December 22nd, 2009 Page 47 of 86

48 Applicable Acts, Statutes and Regulations. The list is not exhaustive and items may be added or deleted at any time. The Operator will comply with all aspects of Consortium policy and procedures including compliance with and causing the driver to comply with the printed Policies and Procedures for Pupil Transportation of the Consortium and its Member School Boards. Policies and Procedures for the Consortium can be found at: Any changes, additions or deletions to such printed Policies and Procedures for Pupil Transportation during the term of this Agreement must be disclosed to the Operator, with reasonable notice, in accordance with Article 14 of this Agreement. 5.9 Audit The Proponent shall, for a period of four (4) years following the end of the Term or termination of the Contract(s), keep and maintain accurate books, records and accounts of the Services including but not limited to financial records, student run rosters, maintenance logs, and accident reports. The Proponent shall on reasonable notice make such books, records and accounts readily available to the Consortium for inspection, and for the purpose of making photocopies. The Consortium reserves the right to appoint an independent organization to perform a vehicle/driver safety audit, or administrative process audit at any time during the Term Evidence of Financial Ability The Operator shall, if requested by the Consortium during the term of this Agreement and on 30 days written notice, provide such evidence as is reasonably acceptable to the Consortium of its financial ability to satisfactorily carry out this Agreement for the duration of the term hereof. Evidence that is reasonably acceptable includes one or more of: a. Audited, or if not available, unaudited, financial statements, prepared or submitted by an individual, individuals or company with a Licensed Public Accountant designation, for the most recently ended fiscal year and for the two years preceding, and/or b. Cash flow analysis for the current year including the operation of this Agreement, prepared or submitted by a Licensed Public Accountant; and/or c. Reference letters, from Canadian Financial Institutions providing banking or credit facilities to the Operator, indicating the current sound financial status of the Operator Driver and Vehicle Qualifications and Consent to Disclosure The Operator shall submit to the Consortium an up-to-date Driver s License Abstract and current Commercial Vehicle Operator s Registration Search for the vehicles and drivers prior to the Contract Start Date and/or at any other time upon the request of the Consortium s transportation office. Notwithstanding that the Operator is an independent contractor, the Operator understands and agrees that the Consortium has a responsibility to ensure pupil safety, and the Operator therefore agrees that it shall provide to the Consortium, at the start of each year of the Agreement, a duly executed Consent to Disclosure for the Operator and each driver which the Operator will use to provide services pursuant to this Agreement where the driver will be, at any time, in proximity to any pupil(s). The Operator further agrees that, in the event that: a. any driver fails to provide the Consent to Disclosure; OR b. the criminal record or results from a Vulnerable Sector Screening of any driver is contrary to the Consortium s policy regarding the criminal record or Vulnerable Sector Screening result of prospective employees; OR RFP LH-0909 Closing date: December 22nd, 2009 Page 48 of 86

49 c. the criminal record or results from a Vulnerable Sector Screening of any driver discloses any offenses or results which, in the absolute discretion of the Consortium, causes concern to the Consortium as to the safety and well being of the pupil(s) transported in a vehicle operated by the relevant driver; the Operator shall not permit any such driver to provide any of the services identified in this Agreement. In the event that the Operator does use or permit any such driver to provide any of the services as identified in this Agreement, then the Consortium may, in its sole discretion, treat this Agreement as at an end and may charge back to the Operator any costs associated with obtaining replacement services for the remaining portion of the Term. 6. Default (a) In the event of any default by the Operator, however caused, of any term or condition of this Agreement, the Consortium may, without terminating this Agreement under the provisions of Article 2.3 hereof, provide alternate transportation for the students affected by such default and charge any incremental additional cost of such alternate transportation to the Operator at the current per day rate specified in the current agreement between the Consortium and any such operator chosen to provide the alternate transportation and/or deduct such costs from monies then owing or in the future to be owing to the Operator by the Consortium. (b) Notwithstanding the foregoing, the Consortium may at its option, by written notice given in accordance with the terms of Article 2.3 hereof, terminate this Agreement or require the Operator to remedy the default in respect of which such notice has been given within fifteen (15) days, failing which this Agreement will be deemed to be terminated. (c) Without restricting the generality of the foregoing, for the purposes of this Article and Article 2.3, default shall be deemed to include an interruption in transportation service save and except acts of God and civic disorders. 7. Insurance 7.1 Evidence of Insurance The Operator shall provide to the Consortium a. not less than fifteen (15) days before the Contract Start Date; or b. at any other time during this Agreement within 15 days upon request, evidence in the form of a certified copy of an insurance policy, issued by the underwriting company licensed to do business in the province of Ontario or the Dominion of Canada and having a secure A.M. Best Rating of B+ or greater, or the equivalent, providing at least the minimum insurance coverage outlined in this article. 7.2 Insurance Coverage The Operator shall maintain, in respect of each motor vehicle used for transporting pupils, automobile insurance with an insurance company licensed to do business in the Province of Ontario and Dominion of Canada, and having a secure A.M. Best Rating of B+ or greater, or the equivalent, insuring the Operator for public liability, passenger hazard and property damage, all inclusive, with coverage per incident as follows: RFP LH-0909 Closing date: December 22nd, 2009 Page 49 of 86

50 a. $ 2,000, for a vehicle with a seating capacity of not more than 7 persons, and b. $ 5,000, for a vehicle with a seating capacity of not more than 8-12 persons, and c. $ 10,000, for a vehicle with a seating capacity of 13 or more persons; provided that should the amount of such insurance coverage as prescribed under The Public Vehicle Act or under any other relevant Act be greater than that set out in (a) or (b) above, the amount prescribed by such Act shall be maintained by the Operator. Changes to insurance coverage required by the Consortium occurring during the term of this Agreement that affect cost elements of the provision of Services under this Agreement will be subject to the provision of compensation to the Operator by the Consortium covering those cost increases. Changes to insurance coverage required by legislative or regulatory change occurring during the term of this Agreement, which affect cost elements of the provision of Services under this Agreement will be subject to negotiated changes between the Operator and the Consortium. d. In addition to autobus liability coverage, the Operator shall provide comprehensive general liability insurance in an amount of not less than $10,000,000.00, inclusive, and such policy shall name the Consortium and its Member School Boards as Additional Insureds. A certificate of Insurance, showing that the Consortium and its Member School Boards have been added as an Additional Insureds shall be provided not less than 15 days before the Contract Start Date. 7.3 No Cancellation Without Notice to the Consortium The certified copies of all policies of insurance delivered to the Consortium pursuant to this Article shall contain a provision to the effect that such policy will not be mutually altered or cancelled by the insurer without at least sixty (60) days written notice to the Consortium. Proof of insurance must be provided in each year within the term of the Contract. 7.4 Workplace Safety and Insurance Board Insurance The Operator shall provide for Workplace Safety and Insurance Board of Ontario insurance, for persons employed in connection with this Agreement, as may be required by the Workplace Safety and Insurance Act. As required by the Consortium during the Term, the Operator shall furnish proof of coverage under the Workplace Safety and Insurance Act and a clearance certificate indicating that the Operator is in good standing and that all premium payments are current. 8. Routing 8.1 Base Rate on a Per Route, Per Day Basis The Daily Rate paid to the Operator for transportation services shall be established from the Base Rate: a. for regular home-to-school students, on a per route, per day basis, b. for any type of service on a basis specified by the Consortium. For greater certainty, the Operator acknowledges that the Base Rate stipulated in respect of transportation services provided under Article 8.1 (a) and 8.1 (b) hereof, is based on a daily rate per route times the number of days, and that a decrease in the number of vehicles used by the Operator to provide such transportation services (whether such decrease has resulted from a consolidation of routes by the Consortium under Article 2.4 hereof or from the application or use by the Operator of the same vehicle to service more than one route or from any other cause) shall entitle the Consortium at its sole option, to decrease proportionately the amount payable to the Operator under this section. Notwithstanding the foregoing, in the event that the decrease in the number of vehicles provided by the Operator in connection RFP LH-0909 Closing date: December 22nd, 2009 Page 50 of 86

51 with transportation services on a particular date or dates is, in the opinion of the Consortium, acting reasonably in the circumstances: a. the result of an emergency or other event beyond the reasonable control of the Operator; and b. did not result in a material reduction in the services provided by the Operator on the route or routes affected; and c. was of a strictly temporary nature, then, the Consortium may in its sole and absolute discretion, and based upon the foregoing factors, either waive entirely the proportionate decrease in the unit price payable to the Operator, which should otherwise be applicable under this Article or compensate the Operator for its direct, out-of-pocket costs in respect of only those routes and/or vehicles affected. 8.2 Days in Each School Year Unless agreed to the contrary by mutual agreement and amendment to this Article, the anticipated number of school days on which students may require transportation will be 188 days per school year in each year and extension year of this Agreement. Professional Activity Days are not included in this number. 8.3 Operator Compliance with the Routes and Schedules The Operator shall strictly comply with the route schedule supplied by the Consortium. No changes in route schedules shall be made without written authorization of the Consortium s transportation office. Drivers are not to change any pupil from one vehicle to another without written authorization unless under emergency conditions in which cases the Operator must advise the Consortium as soon as possible. Any such change shall be deemed to be a change pursuant to Article 2.4 of this Agreement and the provisions of Article 2.4 (c) shall apply to any such change. A copy of the route schedule is to be kept securely in the bus at all times. Up-to-date copies must be made available and issued to replacement drivers by the Operator. 8.4 Requests for Transportation Changes All requests for transportation and changes in transportation shall be processed through the Consortium s transportation office with the understanding that no student may be transported unless previously authorized by the Consortium, with the following exception; a. A driver may transport his/her own children provided that a seat is available on the vehicle. In such an event the Operator shall indemnify the Consortium and its Member School Boards from all claims, actions and liability connected with or arising from the transportation of such children. 8.5 Consortium May Require Vehicles to Service More Than One Route Any of the Operator s vehicles may be required to provide transportation services on more than one route or to serve more than one school as determined by the Consortium. 8.6 One Driver One Route and Route Doubling Unless specifically authorized in writing by the Consortium, each route will be served by the same driver each day. a. For temporary changes, where illness or other reasons require a temporary change in drivers no notice is required by the Consortium. b. For permanent changes, or changes with duration likely to extend greater than one week, written notice must be provided in accordance with Article 14. RFP LH-0909 Closing date: December 22nd, 2009 Page 51 of 86

52 For greater certainty, the Operator shall not, without prior notification to the Consortium and without specific prior acceptance of such notice, use Route Doubling. Where Route Doubling is authorized or discovered, adjustments to the amount paid or payable shall be made to reflect the usage of fewer vehicles to provide the required service. a. 50 % of the daily rate if authorized. b. 100% of the daily rate if not authorized. At any point in time when there are more routes than available drivers and the Consortium is not notified the Operator will be charged $200/day/route for every occurrence, in addition to charges listed above. Continual use of Route Doubling will result in route reassignment. The Operator will provide a weekly route status report to the Consortium in accordance with the terms thereof. 8.7 Pickup and Discharge Locations and Timing While in service, the Operator s vehicles shall stop only at those locations designated for the pick up and discharge of students ensuring that all students are picked up and discharged only at a location so designated under that schedule and deliver such students to the respective schools not earlier than stipulated by the Consortium; and, further, shall pick up such students at the respective schools stipulated by the Consortium and deliver same to their respective residences, or designated pick up or drop off points, unless otherwise stipulated by the Consortium. It is the Consortium s expectation that drivers will arrive at the first school on their designated afternoon route on or before the scheduled dismissal time, as signified by the ringing of the afternoon bell although the time on the route sheet reflects the actual departure time from the school. Additionally, it is the Consortium s expectation that drivers will be compensated for this additional time. Payroll records may be audited, a penalty of $2000, will be levied for every non-compliant route. 8.8 Operator Covenants With Respect to Student Transportation The Operator covenants as follows: a. the students shall be picked up at and delivered only to their designated pick-up/ drop off points; b. where possible, such students shall be transported from the nearest curbside of the designated pick-up point to their respective schools and shall be returned from their schools to such nearest curbside; and c. the Operator shall file with the Consortium s transportation office a bus route data sheet for each route stating the route number, driver s name, driver s licence number, vehicle size, manufacturer, model number, year of manufacture, odometer reading, license number, vehicle number and fuel type of the vehicle serving the route, prior to September 1 st, of each year of the Agreement. 8.9 Obligation to Perform Trial Runs Prior to the Start of Each School Year The Operator shall ensure that all drivers perform trial runs of their route(s) preceding the commencement of the first school term in September and in each subsequent year of this Agreement. All issues, e.g. time or stop adjustments, road construction, etc. must be reported to the Consortium at least five (5) business days prior to the first day of school. Trial runs are not a billable item. RFP LH-0909 Closing date: December 22nd, 2009 Page 52 of 86

53 9. Vehicles 9.1 Licensing and Equipment All vehicles used for transporting students must be properly licensed and equipped according to currently applicable federal, provincial and municipal laws and regulations and, without restricting the generality of the foregoing, must comply with the requirements of the Public Vehicles Act. 9.2 Passenger loading specifications At no time will the number of students in any vehicle exceed the manufacturer s passenger loading specifications or any applicable government licensing regulations. Without limiting the generality of the foregoing, under no circumstances will any student be required or permitted to stand or sit on the floor while the vehicle is in motion. 9.3 Vehicle Age Vehicle age will be based on the date contained in the vehicle warranty card, which represents the date on which warranty coverage applies for each vehicle. Vehicles used in the provision of transportation services shall conform to the following maximum and average age specifications as at September 1st in each year: a. 72 passenger bus maximum age 12 years, average age in class 7 years b. Mid size bus maximum age 12 years, average age in class 7 years c. Mini bus maximum age 12 years, average age in class 7 years d. Wheelchair equipped buses maximum age 12 years, average age in class 7 years e. Mini vans and cars maximum age 8 years, average age in class 5 years Where there are fewer than 5 vehicles in the class, the average age shall not apply. The Consortium may allow for the provision of older vehicles that otherwise comply with the requirements of this Agreement upon receipt of written notification from the Operator of vehicles and written approval from the Consortium. If authorized, this will be on a temporary basis based on circumstance. 9.4 Licensing in Accordance with Acts, Regulations and Standards The Operator shall use a motor vehicle properly licensed as required by the Public Vehicles Act and all amendments thereto made from time to time, and as required by the Regulations thereunder and all other Acts and Regulations governing public transportation. A vehicle that is manufactured to the CSD - D.250 standard: Motor Vehicles for the Transportation of Physically Disabled Persons, when purchased, must continue to meet those Standards. The Operator shall provide written consent and such other signed documents as may be reasonably required to permit the Consortium in its discretion to review relevant files of the Ministry of Transportation. 9.5 Vehicle Characteristics Additional requirements for vehicles over and above the legislative requirements are found in Section D Additional Performance Requirements in this document. 9.6 Vehicle Communication a. The Operator shall maintain a 24-hour telephone answering system, an and fax service to receive transportation information from the Consortium. RFP LH-0909 Closing date: December 22nd, 2009 Page 53 of 86

54 b. The Operator shall ensure that each vehicle is equipped with a two-way radio or equally reliable means of communication satisfactory to the Consortium and that contact with the Operator s main dispatcher will be maintained at all times during the scheduled bus routes. c. Dispatchers who are designated as either morning or afternoon shall not drive during their designated am/pm shift. It is the Consortium s expectation that dispatchers with either the morning or afternoon expertise remain in the office during their regularly scheduled shift to assist parents, drivers and Consortium staff. 9.7 Ministry of Transport Annual Inspection Certificate The Operator shall not operate any vehicle, when applicable, for the transportation of students, which the Operator knows, or ought to reasonably know, is unsafe, or which does not qualify for a Ministry of Transportation Annual Inspection Certificate. The Consortium may request, and the Operator must provide, Ministry of Transportation Annual Inspection Certificates. 9.8 Maintaining Log Books, Daily Logs and Consortium Right to Inspect School Purpose Vehicle Drivers Daily Log Books, as required by the Ministry of Transportation, shall be maintained in respect of all vehicles used regularly in the provision of transportation services and all vehicles shall be kept clean throughout and in good repair at all times. Such log books shall be subject to inspection by the Consortium on request. The Operator and its Drivers shall comply with the Hours of Service Legislation as required by the Ministry of Transportation. Daily Log Sheets shall be kept on file and shall be subject to inspection by the Consortium on request. 9.9 Consortium Rights to Require Mechanical Fitness Reports The Consortium reserves the right to cause a mechanical fitness report to be prepared by an independent mechanic chosen by the Consortium at any time and with respect to any vehicle being used on routes governed by this Agreement. In this event, if the vehicle is found to be satisfactory, the Consortium will pay the cost of the inspection. If the vehicle is found to be unsafe or unsatisfactory, the Operator will be responsible for the cost of the inspection and shall forthwith provide another approved vehicle of the required seating capacity in good mechanical condition until repairs are made to the vehicle inspected Failure to Comply with Articles 9.7, 9.8 and 9.9 Without limiting the generality of the provisions of Article 2.3 of this Agreement, a failure by the Operator to comply with the provisions of any of the three preceding Articles shall entitle the Consortium to terminate all or part of this Agreement immediately upon such failure having come to the attention of the Consortium Compliance with the Definition of a School Bus The Operator shall ensure that all school buses comply with the definition of a school bus as described in the Highway Traffic Act (Ontario) Additional School Bus Equipment in Case of Breakdowns or Delays The Operator will provide for a number of vehicles that is equal - at minimum - to 10% (rounded up to a whole number of vehicles) of the number of school bus vehicles that is required to service the routes RFP LH-0909 Closing date: December 22nd, 2009 Page 54 of 86

55 awarded in this Agreement to assist in the case of breakdowns or delays. All spare vehicles must comply with all vehicle requirements Display of Route Numbers All vehicles used to transport students shall display on each vehicle signs indicating the route number(s). This sign shall be placed in the third window from the service door (passenger side). No signs shall be placed in the front window or driver s side window Vehicle Cleanliness The interior and exterior of the vehicles must be maintained to provide a clean appearance. The interior of the vehicles must be cleaned on a regular basis to maintain a sanitary condition. 10. Drivers 10.1 Driver s Licensing Requirements Each driver shall have and maintain in good standing at all times, a Class B or E license and any additional license required by the Public Vehicles Act, the Highway Traffic Act (Ontario) and the Regulations thereunder, and local municipal by-laws. For the purposes of this Article: a. a Class B license authorizes the driver to operate any school purposes bus having a designated seating capacity for more than 24 passengers; b. a Class E license authorizes a driver to operate any school purposes bus having a designated seating capacity for not more than 24 passengers; and c. in addition, in respect of any vehicle equipped with air brakes, each driver must have and maintain in good standing at all times a Class Z air brake license endorsement Copy of the Driver Training Manual The Operators will provide the Consortium with a current copy of its drivers training manual and will provide updates to the Consortium as they are issued Hiring of Bilingual Drivers The Operator shall make every possible effort to hire bilingual drivers for routes that service French or English language schools Driver Characteristics Drivers shall be of good character, clean and appropriately dressed, shall carry an Identity Card, and shall be experienced or trained in transporting passengers, and in particular, children, some of whom have special needs. Drivers shall not: a. eat or drink while transporting students; b. smoke on any vehicle being used to provide services under this Agreement; c. smoke on school board property; RFP LH-0909 Closing date: December 22nd, 2009 Page 55 of 86

56 d. use cell phones or similar devices in vehicles used under this Agreement while such vehicles are in motion, except in cases of emergency; e. permit unauthorized passengers to enter the vehicle; f. take pictures and/or video recordings of students; g. operate a vehicle in excess of its manufactured rated capacity; h. leave their bus unattended at any time when students are on board; i. refuse transportation to a student who is eligible for transportation without the express written authority of the Consortium; j. make any bus stop that is not authorized; k. fuel their vehicle with students on board; l. provide food or treats to students; m. use profane, obscene or abusive language; or n. touch students unless for the express purpose of rendering assistance Driver Actions a. Drivers shall strictly comply with the Operator s drug/alcohol policy and shall comply with all applicable laws. b. Under no circumstances shall a driver strike or use undue physical force on any student. Further, a driver shall not reward a student for good behavior with such items as candies, toys or treats of any kind. c. Any problem with a student shall be reported on the appropriate Student Misconduct Form, to the appropriate school principal or vice-principal and to the Consortium s transportation office immediately upon delivery of the student. d. Under no circumstances shall a student be removed from a vehicle while en route unless through police action, substitute transport or School or Board Administration. e. Drivers shall not leave students unattended in the vehicle. f. The driver shall ensure that the safety latches on all passenger doors are in use when any students are in the vehicle. g. Neither any driver nor the Operator shall be permitted to change or alter a route, and in particular the location of any stop on any route, for any reason without the prior approval of the Consortium. h. Each driver shall, without fail, following the completion of service on any route, complete an inspection of the inside of the vehicle by performing individual seat checks and a visual inspection of the entire vehicle floor to ensure that no student remains on the vehicle Consortium Rights in Event of Driver s Breach of Contract Conditions The Consortium, in its sole discretion, but nevertheless acting reasonably under the circumstances, reserves the right to cause the Operators to remove a driver, either on a temporary or permanent basis from providing any services to the Consortium, and the Operator agrees to forthwith effect such removal. RFP LH-0909 Closing date: December 22nd, 2009 Page 56 of 86

57 11. Administration 11.1 Operator s Operations Supervisor a. The Operator will name one key person in its organization as Operations Supervisor. The said person shall be sufficiently conversant with the operation of the routes governed by this Agreement to assist the Consortium in any adjustment of routes and pick-ups to ensure an optimum transportation service. The person in question shall act as a liaison between the Operator and the Consortium. The Consortium recognizes that the operational day is long and as such, is agreeable to the Operator designating two (2) different staff members to this role. b. The Operations Supervisor or designate is to assume duties each day at a time no later than the time at which the first student on any route is to be picked up and is to remain on duty in the afternoon until such time as the last student has arrived at his/her destination and all vehicles in service are cleared for that day Notification of Delays The Operator shall inform the appropriate school principal or vice principal and the Consortium s transportation office immediately in the event of a vehicle breakdown or delay, which may cause the students to arrive at their respective schools or homes at a time more than ten (10) minutes later than the usually scheduled time. The Operator shall immediately dispatch a replacement vehicle in the event of breakdown Communications with Parents and Consortium a. The Operator will maintain telephone service to receive transportation information from parents and from the Consortium. At least one dedicated private line shall be made available by the Operator for use by the Consortium. The Consortium will dedicate one line for the express use of Operators for emergency purposes only. b. The Operator will maintain facsimile and service during the operating hours to receive instructions from the Consortium s Transportation office. c. The Operator acknowledges that the Consortium has in place a computer system to assist in the administration and operation of transportation services and that the Operator will be required by the Consortium, in its sole discretion, to have and use a computer terminal with internet access at the Operator s cost and expense Service and Safety Surveys and Programs a. The Operator shall give full cooperation to the Consortium in any survey of transportation service or safety that the Consortium, in its sole discretion, deems necessary. b. The Operator s current safety program, as it relates to the safety of students using transportation services will be made available to the Consortium. Further, the Operator shall cooperate with the Consortium in the implementation and reasonable revision or redevelopment of the program. 12. Consideration and Accounting 12.1 Basis for Payments Monthly invoices are to be submitted by each Operator, in accordance with instructions provided by the Consortium, covering Routes serviced in the preceding calendar month. RFP LH-0909 Closing date: December 22nd, 2009 Page 57 of 86

58 Each invoice shall, at a minimum, and subject to additional Consortium requirements communicated to the Operator, include for each route: a. route descriptor (number); number of days of service provided; kilometers traveled from first pick up to last drop off morning and afternoon (including shortest distance back to first pick up), otherwise known as Ministry kilometers; b. extra time will be calculated based on the route schedule provided by the Consortium; c. the number of Inclement Weather Days agreed to by the Consortium in the month invoiced; d. the number of Consortium Strike/Labour Disturbance Days agreed to by the Consortium in the month invoiced; and e. the number of Operator Strike/Labour Disturbance Days agreed to by the Consortium in the month invoiced Vehicle Rates The Base Rate per vehicle will include all costs to operate the vehicle for one day as defined in Article 1.3 Definitions. Fuel consumption is to be included in the Base Rate. The Base Rate will be adjusted using the Time Rates agreed to by the Operator in its RFP response where the actual route time exceeds the Average Time per Route specified on the Rate Bid Form by greater than 15 minutes and will be adjusted in 15 minute increments. The Base Rate for routes less than the Average Time per Route specified on the Rate Bid Form will not be adjusted. a. Fuel Efficiency Factor set by STWDSTS at 3.61 km/litre for full and mid size buses, 4.65 km/litre for mini buses and wheel chair buses and 7.71 km/litre for mini vans and cars. The Fuel Efficiency Factor remains fixed for the duration of this Agreement. b. Fuel Rate set by the STWDSTS at $0.90 /litre for diesel and $0.95 for gasoline. This rate is based on the current average monthly cost for diesel fuel and gasoline (using the Ministry of Energy and Infrastructure website) less GST at 5% Fuel Adjustments The STWDSTS will use the Ministry of Energy and Infrastructure website to determine if a fuel adjustment will be considered for each billing month. a. Select Energy, Oil and Gas, Fuel Prices, Current Prices Diesel or Gasoline. b. Use the Southern Ontario Monthly Average. c. The Average Cost Per Litre for Diesel Fuel and Gasoline (less 5% GST) at the closing of the month being billed will be the determining factor in applying a fuel adjustment. Any increase or decrease greater than $0.05 per litre from the Fuel Rate set by STWDSTS (0.90 / litre) shall be cause for adjustment calculated as: Total Route Distance (Ministry km) X Fuel Efficiency Factor X Difference in Fuel Rate For example if the monthly average diesel fuel cost for September 2010 is $0.96 / litre and the Route Distance is 1800 km per month the adjustment on the Base Rate would be + $29.92 for a full and mid size bus (1800 km / 3.61 X 0.06) d. The Fuel Rate set by STWDSTS will be reviewed annually and adjusted as necessary. RFP LH-0909 Closing date: December 22nd, 2009 Page 58 of 86

59 12.4 Other Adjustments If extra hours, distances or other considerations are to be made to the amounts claimed, such adjustments must be supported by Agreements, in writing, between the Consortium and the Operator and these will be reflected in the payment made by the Consortium to the Operator using the agreed Variable Rates Payment Calculation The payment calculation shall include the Base Costs, Adjusted Fuel Costs, Reductions for Inclement Weather and Labour Disturbances and any other agreed adjustments Payment Terms Complete, correctly constructed and substantiated invoices shall be settled by the Consortium after not more than 15 business days of the date of claim or not more than 30 days from the end of the month claimed whichever is the later. Fuel adjustments must be submitted on a separate invoice. 13. Accidents 13.1 Operator and Driver Actions in Event of Accidents In addition to requiring drivers to fulfill their obligations under the Highway Traffic Act and all Regulations thereunder in respect of accidents, the Operator shall: a. render such immediate assistance as may be dictated by the circumstances; b. inform the appropriate school principal or vice-principal and the transportation office of the Consortium forthwith; c. submit to the transportation office, within twenty-four (24) hours, a detailed written report on a form approved by the Consortium, in the case of a vehicle accident occurring while students are in transit; and d. follow the Accident Procedures as set out in the STWDSTS Policies and Procedures documented on All operators servicing STWDSTS will be given a copy of this policy and any amendments approved by the Consortium. 14. Notices 14.1 Timing and Delivery of Notices Where notifications, permissions or authorizations are sought or given by either the Consortium or the Operator, these may be sent, subject to the timing restraints associated with such notification, permission or authorization in any or all of the following ways: a. by prepaid registered post mailed at a post office in the Province of Ontario. Such notice shall be deemed to have been received on the third (3rd) business day following the day of mailing; b. notice shall also be deemed to have been given to the Consortium, if and when the same is delivered to the General Manager of the Consortium at the address specified below, and to the Operator Executive, at the address specified below. Such notice, if delivered, shall be deemed to have been given and received at the time of such delivery; or RFP LH-0909 Closing date: December 22nd, 2009 Page 59 of 86

60 c. notice shall also be deemed to have been given where the sender sends such notification by and receives acknowledgement of the from the recipient. Such notice shall be deemed to have been given and received at the time of receipt of the acknowledgement. It is the responsibility of the sender to secure an acknowledgement before assuming safe and timely delivery. For the purposes of these notices, the following addresses apply: For the Consortium: Greg Seguin, General Manager: Address for mail or hand delivery: 66 Arrow Road, Unit B, Guelph, Ontario N1K 1T4 For the Operator: Operator Executive: Address for mail or delivery: General 15.1 Amendments to the Agreement Any of the terms of this Agreement may only be amended in writing by the mutual consent of the Consortium and the Operator Administration Provisions for the Consortium Except where otherwise expressly provided above, for the purposes of administering the provisions of this Agreement, the Consortium shall be deemed to include the Consortium s duly authorized officers and employees Successors and Permitted Assigns This Agreement shall inure to the benefit of and shall be binding upon the parties hereto and their respective successors and permitted assigns Confidentiality of All Information Whilst recognizing the Consortium s duty to provide Student and other Confidential Information to the Operator in a timely fashion, in accordance with the Municipal Freedom of Information and Protection of Privacy Act, all personal information contained in all school listings provided by the Consortium and the Consortium s Member School Boards schools to the Operator remains the property of the Consortium/school and cannot be divulged to any person, persons or other organizations without obtaining prior written consent from the Consortium. All employees of the Operator will be required to sign a Confidentiality Agreement. RFP LH-0909 Closing date: December 22nd, 2009 Page 60 of 86

61 In like manner, all personal information collected about Operators, the Association, its members, its employees remains the property of the respective organizations or individuals and cannot be divulged to any person, persons, or other organizations without obtaining prior consent from the respective organizations or individuals, subject to the provisions of the Municipal Freedom of Information and Protection of Privacy Act. All Consortium employees will be required to sign a Confidentiality Agreement Operators Right to Provide Services to Other Boards Notwithstanding anything else to the contrary contained herein, the Operator shall be permitted to provide transportation services to any other school board (Additional Board) provided that provision of the transportation services to any or all of the Additional Boards does not otherwise impair or detrimentally affect the provision of transportation services under this Agreement. The Operator agrees that, upon the request of the Consortium, it shall provide to the Consortium a copy of any agreement for the provision of transportation services that it may have with any or all of the Additional Boards pursuant to which the Operator purports to use the same vehicles at the same times to provide transportation services to both the Consortium and any or all of the Additional Boards. The Operator shall not otherwise provide transportation services to any or all of the Additional Boards or any other education facility utilizing the same vehicles at the same times as it may use to provide transportation services under this Agreement, other than in accordance with this Agreement Dispute Resolution - For Disputes That do not Impact Health and Safety Mediation Claims or controversies (other than those which may impact health and safety) arising out of or in any way connected with this Agreement, and all matters of dispute relating to the rights and obligations of the Parties to this Agreement, which cannot be amicably resolved, shall first be referred to an appropriate person or firm for non-binding mediation. Either Party may at any time give written notice to the other of its desire to submit such a dispute to non-binding mediation, stating with reasonable particularity the subject matter of such dispute and indicating its desire for the Parties to jointly appoint a Mediator. Within ten (10) days after receipt of such notice, the Parties shall appoint a single Mediator with appropriate experience to mediate and assist in the consensual resolution of such dispute. If the Parties fail to appoint a Mediator within such ten (10) day period, either Party may then give a notice for the arbitration of such a dispute under the terms of Article 15.6 hereof. The mediator so appointed shall promptly arrange to hold a hearing or meetings to enable each of the Parties to make submissions. The mediation shall be conducted in Ontario, in English or French and in accordance with procedures agreed to by the Parties and the Mediator. If such procedures cannot or have not been settled by agreement within a reasonable time ( reasonable time being determined by the Mediator), the procedures shall be those specified by the Mediator. The costs of the mediation shall be borne equally by the Parties making submissions. Neither of the Parties shall make a request for arbitration until sixty (60) days following the termination of the mediation process, or within sixty (60) days of a Mediator determining, acting reasonably, that a mediated settlement cannot be reached Arbitration Subject to Article above, and with the exception of disputes which in the sole opinion of the Consortium impact Heath and Safety, any failure of the Parties hereto to reach agreement with respect to matters provided for in this Agreement and/or relating to the rights and obligations of the Parties to this Agreement, shall be referred to and finally settled by private and confidential binding arbitration held in English or in French, in Ontario, Canada Appointment of Arbitrator RFP LH-0909 Closing date: December 22nd, 2009 Page 61 of 86

62 Either Party may at any time give written notice to the other of its desire to submit to arbitration a dispute arising out of or connected with this Agreement, stating with reasonable particularity the subject matter of such dispute and indicating its desire for the Parties to jointly appoint an arbitrator. Within ten (10) business days after receipt of such notice, the Parties shall appoint a single arbitrator with appropriate experience to arbitrate such dispute. If the Parties fail to appoint an arbitrator within such ten (10) business day period, either Party may apply to a Judge of the Ontario Superior Court of Justice to appoint an arbitrator to arbitrate such dispute. The arbitrator so appointed shall forthwith proceed to arbitrate the dispute Costs and Bar on Appeal The costs of the arbitration shall be paid as determined by the arbitrator. Despite anything to the contrary contained in the Arbitrations Act (Ontario), the award of the arbitrator shall be final and binding upon the Parties and all persons claiming through or under them, and shall not be open to appeal Enforcement Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction and execution or other legal process may issue thereon. The Parties hereto and all persons claiming through or under them hereby attorn to the jurisdiction of the arbitrator and to the jurisdiction of any court in which the judgment may be entered Dispute Resolution - For Health and Safety Disputes Where the Operator or Consortium fails to comply with any of its obligations under this Agreement, the other party may issue a rectification notice to the Offending Party setting out the manner and time-frame for rectification. Immediately upon receipt of that notice, the Offending Party shall either: a. comply with that rectification notice; or b. provide a rectification plan satisfactory to the other party. If the Offending Party fails to either comply with that rectification notice or to provide a satisfactory rectification plan, i. where the other party is the Consortium, the Consortium may immediately terminate this Agreement; and ii. where the other party is the Operator, the Operator may with penalty to itself, immediately cease to supply such services or to perform such actions that continue to put the health and safety of the person at risk. Where the Operator has been given a prior rectification notice, the same subsequent type of noncompliance by the Operator shall allow the Consortium to immediately terminate this Agreement Right to Audit The Consortium shall have the right, at its own expense, and without limitation: a. to hire an independent auditor; b. to request documents for audit and review; c. to visit the premises of the Operator; and d. to inspect any and all aspects of the Operator s business premises, equipment, services and business practices to determine and to confirm compliance with this Agreement. RFP LH-0909 Closing date: December 22nd, 2009 Page 62 of 86

63 16. Standards of Performance 16.1 Conformance to Standards of Performance The performance of this Agreement shall be effected in accordance with the terms of this Agreement and specifically, the Operator shall provide services which shall, at a minimum, meet the requirements as set out in Schedule D hereof Performance Failure Failure to meet or exceed these standards shall be addressed as follows: a. upon receipt of a written Report of Failure, the Operator shall, within 24 hours of the receipt of such Report, produce a written response that explains how the failure will be addressed, including a target date (which shall be not more than five (5) days from the date of the written Report of Failure) to remedy the defect; and b. in the event of persistent and/or unremedied subsequent failures against the same Performance Standard, the Consortium may, at its sole discretion, request an additional remedy, may reassign the affected route or may cancel this Agreement forthwith in accordance with Article 2.3.b of this Agreement. 17. Survival All representations, covenants, warranties, indemnities and limitations of liability set out in this Agreement shall survive the termination or expiry of this Agreement. 18. Non-Waiver No waiver of any breach of this Agreement shall operate as a waiver of any similar subsequent breach of any other provision of this Agreement. No provision of this Agreement shall be deemed to be waived and no breach excused, unless such waiver or the consent excusing the breach is in writing and signed by the Party that is purported to have given such waiver or consent. No delay or omission on the part of either Party to this Agreement to avail itself of any right it may have under this Agreement shall operate as a waiver of any such right. No waiver or failure to enforce any of the provisions of this Agreement shall in any way affect the validity of this agreement or any part thereof. 19. Rights Cumulative The rights and remedies of the parties to this Agreement are cumulative and are in addition to and not in substitution for any rights and remedies provided by law. 20. Time of Essence Time shall be deemed of the essence in the performance of the obligation of this Agreement. RFP LH-0909 Closing date: December 22nd, 2009 Page 63 of 86

64 IN WITNESS WHEREOF the parties have caused this Agreement to be executed by their respective duly authorized officers in that regard, as of the date first above written. SERVICE DE TRANSPORT DE WELLINGOTN DUFFERIN STUDENT TRANSPORTATION SERVICES Per: Bobby Somaroo Chef des affaires Per: Françoise Fournier Surintendante des affaires Per: John Melito Superintendent of Business Per: Janice Wright Superintendent of Finance Per: Dan Duszczyszyn Superintendent of Finance and Corporate Affairs We have the authority to bind the Consortium. OPERATOR Per: Name Title : I have the authority to bind the Operator. RFP LH-0909 Closing date: December 22nd, 2009 Page 64 of 86

65 SCHEDULE A FIRST AID BASIC FIRST AID The following is a sample course outline for Basic First Aid and is provided to offer a guideline for course content. Operators are requested to provide a copy of the first aid course outline they are currently providing their drivers. 1) Outline of: What is First Aid a. The Law and First Aid b. Protecting Yourself 2) Scene Assessment For Emergencies (SAFE) a. Environment, Primary Assessment, Secondary Assessment b. Continuing Care (until medical help arrives) 3) How Breathing Works 4) Causes of Respiratory Emergencies a. Airway obstructions, mechanical problems, suffocation 5) Choking - Signs & Symptoms 6) First Aid for Choking a. Conscious & unconscious adults and children 7) Artificial Respiration & Methods a. Assisted breathing, hyper-ventilation 8) Cardiovascular Emergencies a. Heart attacks, strokes 9) CPR for Adults and Children 10) Severe Bleeding 11) Shock 12) Fainting 13) The Nervous System 14) Head and Spinal Injuries 15) Epipen or Similar Generic Product Training Additional performance obligations are noted in Schedule D to this Agreement. RFP LH-0909 Closing date: December 22nd, 2009 Page 65 of 86

66 SCHEDULE B SAFETY Part A - DRIVER SAFETY TRAINING included in Base Rate The Operator must provide safety orientation and evacuation drills for all drivers, permanent or temporary, a minimum of once annually cost of which is included in the Base Rate. The Operator must provide the Consortium with the date(s) and agenda for any such orientation or drills and the Consortium shall have the option to attend such orientation or drills. The Operator is required to keep accurate records of all employees training and make them available to the Consortium when requested. The program should consist of the following: Initial Training 1. Awareness of Sensitivity for Special Needs Students 2. Awareness of Racial and Ethno cultural Issues (Human Rights) 3. First Aid, Epipen or similar generic devices and CPR 4. Bus Evacuation (all vehicle types), Accident Procedures, Fire Extinguisher 5. Student Management, Maintaining and Reporting Bus Discipline 6. Conflict Management 7. Lost Child, Late Bus, Late Parent and Ride Refusals Procedures 8. Authorized Stops 9. Defensive Driving 10. Management of Bullying 11. Customer Service 12. Driving in Adverse Weather Conditions Annual Refresh 1. Student Management, Bus Discipline 2. Human Rights and Racial Ethno cultural Issues 3. Bus Evacuation, Accident Procedures 4. Epipen or similar generic devices 5. Lost Child, Late Bus, Late Parent, Ride Refusal, Authorized Stops, etc. 6. First Aid, CPR refresher Every Three Years 1. Defensive Driving 2. First Aid, including CPR Certification Additional Safety Programs The Consortium may request, and the Operator shall provide, additional safety programs for students such as School Bus Safety Patroller, or any new safety program the Consortium deems would be in the best interest of students. The cost of any new driver or student safety programs the Consortium requests will be negotiated. RFP LH-0909 Closing date: December 22nd, 2009 Page 66 of 86

67 SCHEDULE C Applicable Acts, Statutes and Regulations C.1 Acts that Regulate the Operations and Business Affairs of Ontario s School Bus Companies C.2 Provincial Statutes Apprenticeship & Certification Act (acquisition of skills for bus technicians through workplace-based apprenticeship programs) Accessibility for Ontarians With Disabilities Act (accessible buses and services for passengers with disabilities) Business Corporations Act Compulsory Automobile Insurance Act (insurance requirements for operating vehicles on highways of Ontario Dangerous Goods Transportation Act Employment Standards Act (recruitment, employee benefits, working conditions, remuneration, overtime, vacation, etc.) Employers Health Tax Act Environmental Protection Act (diesel engine smoke opacity limits, DriveClean annual emission testing, handling/disposal of used engine oil, tires, batteries, etc.) Freedom of Information & Protection of Privacy Act (employee records, reference checks, etc.) Fuel Tax Act (registration for charter trips beyond Ontario borders, IFTA-International Fuel Tax Agreement, mileage reporting and tax remittance for inter-jurisdictional buses) Highway Traffic Act (driver & vehicle licensing, Commercial Vehicle Operator Registration-CVOR, vehicle maintenance standards, equipment requirements, safety inspections, rules of the road, vehicle inspection station licensing, etc.) Human Rights Code Income Tax Act Labour Relations Act Licence Appeal Tribunal (suspension or revocations of a bus company s CVOR, vehicle inspection station licence, etc.) Liquor License Act (driver s responsibility to ensure passengers don t consume alcohol on charter bus trips) Occupational Health & Safety Act (employee Health & Safety training, WHMIS training, employee returnto-work protocols, Work Well program and audits, workplace safety reps & committees, accident response and employer reporting responsibilities, etc.) Ontario Highway Transport Board Act (procedures governing licensing of for-hire passenger carriers) Public Vehicles Act (licensing for-hire passenger carriers, bus driver and vehicle equipment requirements, passenger liability insurance, operating authority, etc.) Tobacco Control Act / Smoke Free Ontario Act (regulates smoking in the workplace and on buses) Trades Qualification & Apprenticeship Act Travel Industry Act (regulates charter bus companies that provide packaged travel or tour services in addition to transportation services) Waste Management Act RFP LH-0909 Closing date: December 22nd, 2009 Page 67 of 86

68 Workplace Safety & Insurance Act C.3 Federal Statutes Canadian Pension Plan Canada Labour Code (affecting federally regulated school bus companies that operate beyond Ontario borders) Environmental Protection Act Criminal Code Employment Equity Act Employment Insurance Act Holidays Act (statutory holidays) Income Tax Act Motor Vehicle Safety Act & Canadian Motor Vehicle Safety Standards (importing used school buses from out of country, seat belts, equipment standards for new vehicles, etc.) Motor Vehicle Transport Act (affecting federally regulated school bus companies that operate beyond Ontario borders) Personal Information Protection and Privacy & Electronics Documents Act Quarantine Act (affects buses that are returning to Ontario from the USA transporting a passenger that might have a communicable disease or a passenger has died while on board a bus) Transportation of Dangerous Goods Act RFP LH-0909 Closing date: December 22nd, 2009 Page 68 of 86

69 SCHEDULE D ADDITIONAL PERFORMANCE REQUIREMENTS 1. Two-way Communications Each vehicle must be equipped with an appropriate means of twoway communications connected to the Operator s dispatch centre. The vehicles must be able communicate with at all times while operating routes under this contract 2. Crossing Arms- All non-transit style 72 passenger vehicles must be equipped with a crossing arm, which is fully operational at all times. 3. All school buses must have a clear strobe light affixed to the roof of the bus % of the Operator s total fleet must be equipped with a video recording device in the bus. Minimum of one camera head located in the passenger compartment at the front of the bus. 5. All buses must be equipped with am & fm radios and an interior P.A. system 6. All new vehicles ordered shall have a child check mechanism. 7. Where mini-vans and cars are used, the passenger doors shall be equipped with child-proof locks which would prohibit the doors from being opened from the inside of the vehicle, but would allow the doors to be opened from the outside of the vehicle. 8. Seat Belt Cutters - All vehicles with seat belts must be equipped with seat belt cutters. 9. Mini-vans and cars must have snow tires installed from November 15th through April 15th annually. 10. Children 12 years of age or younger will not ride in the front seat in any vehicle equipped with front seat air bag safety devices. 11. Safety Harnesses - Where required and approved by the parent/guardian, the parents will provide harnesses. Each Operator will confirm with the Consortium the requirement for the use of a safety harness prior to implementation. Each Operator will instruct drivers as to how to properly operate them. 12. All vehicles shall be maintained in good repair and working order, and in a clean and sanitary condition. A thorough preventative maintenance program on all vehicles shall be on-going at all times and documentation and schedule of this program will be kept on file for the review of the Consortium. 13. All vehicles shall be adequately heated and ventilated and shall be equipped with a first-aid kit. The first aid-kit must be kept current per H.T.A. Regulations. 14. Each bus will have a sign clearly marked with black lettering indicating the route number of the schools serviced by that vehicle. The sign shall be posted in the third window from the service door on the right hand side (curb side). Under no circumstances shall signs be placed in the front window or driver s side window of the bus. 15. Any installation or modification of equipment required by a change in any applicable law or regulation shall be made by each Operator, with no cost to the Consortium. 16. The Consortium may inspect any or all buses for any or all conditions specified in this document. 17. The Consortium may conduct a route evaluation on any or all routes for any or all conditions specified in this document. 18. Each Operator will have a written drug/alcohol policy that complies with all applicable laws. A copy of this policy will be submitted to the Consortium with the signed contract. Any subsequent revision in the policy will be provided to the Consortium. 19. Each Operator shall have a child check policy/procedure and provide it to the Consortium accordingly. 20. Each Operator shall instruct every driver under each Operator s control to conduct or cause to be conducted a prescribed inspection of the vehicle driven by the driver prior to the vehicle being driven as per the Highway Traffic Act. RFP LH-0909 Closing date: December 22nd, 2009 Page 69 of 86

70 21. Each Operator shall provide, in writing, established cold weather starting procedures to ensure all vehicles are operational. 22. Each Operator shall provide annually at the request of the school principal on site bus evacuation instructions and drills. 23. Each Operator shall assist in the organization, as well as participate, in the School Bus Orientation Day that occurs in August prior to school start-up. 24. Each Operator will provide input to the General Manager or designate of the Consortium with respect to inclement weather and possible cancellation of transportation as outlined in the Inclement Weather Procedures of the Consortium. 25. Each Operator will provide to the Consortium sanction notices, requests to comply with a facility audit, or any other violations/charges that might have been placed against the company, vehicles or drivers, within 7 days of the occurrence. 26. Each Operator will immediately inform the Consortium of all late routes using Geoquery s Notification Centre for delayed buses. 27. Each Operator will inform the Transportation Manager every Monday, before 12:00 noon, of all open routes affecting the Consortium for that week. Additionally, the operator is to provide a status report regarding the previous week on a format provided by the Consortium. This information is to be communicated in by . For the purpose of this agreement an open route is defined as any route without a permanent designated driver for more than 5 consecutive days. 28. Each Operator will allow the Consortium to install GPS technology on contracted vehicles and/or spare vehicles for the purpose of receiving route data. Where an Operator has GPS technology already installed on the contracted vehicles the Operator must provide the route data to the Consortium. 29. Each Operator will obtain, prior to the commencement of this agreement, a MTO Carrier Safety Rating of Satisfactory or better. A full facility audit must be complete prior to this date. 30. Bus drivers shall be instructed of the Consortium disciplinary policy for student s misconduct, and the procedure for instituting the same. 31. Bus drivers shall inspect or cause to be inspected the contracted vehicle before the vehicle s first trip of the day as per the Highway Traffic Act. 32. Bus drivers in gasoline operated vehicles are not to idle vehicles in front of school buildings. Bus drivers shall not idle diesel vehicles more than 5 minutes in front of school buildings. 33. Bus drivers are prohibited from using cell phones with students on board with the exception of an emergency. If an emergency situation arises, the driver must pull over and secure the bus before making or receiving a phone call. 34. Bus drivers shall not permit passengers to smoke on buses. 35. Bus drivers are prohibited from taking pictures and/or video recordings of students. RFP LH-0909 Closing date: December 22nd, 2009 Page 70 of 86

71 SCHEDULE E ROUTE SCHEDULES South Wellington & The City of Guelph Route Statistical Information RFP Service Ministry Regular Wheel AM AM PM PM Total Total Number Area Size Seats Chairs Kms Time Kms Time Kms Time 1 South Full-Size South Full-Size South Full-Size South Full-Size South Full-Size South Full-Size South Full-Size South Full-Size South Full-Size South Full-Size South Full-Size South Full-Size South Full-Size South Full-Size South Full-Size South Full Size South Full-Size South Full-Size South Full-Size South Full-Size South Full-Size South Full-Size South Full-Size South Full-Size South Full-Size South Full-Size South Full-Size South Full-Size South Full-Size South Full-Size South Full-Size South Full-Size South Full-Size South Full-Size South Full-Size South Full-Size South Full-Size South Full-Size South Full-Size South Full-Size South Full-Size South Full-Size South Full-Size South Full-Size South Full-Size South Full-Size South Full-Size South Full-Size RFP LH-0909 Closing date: December 22nd, 2009 Page 71 of 86

72 49 South Full-Size South Full-Size South Full-Size South Full-Size South Full-Size South Full-Size South Full-Size South Full-Size South Full-Size South Full-Size South Full-Size South Full-Size South Full-Size Total Average RFP Service Ministry Regular Wheel AM AM PM PM Total Total Number Area Size Seats Chairs Kms Time Kms Time Kms Time 62 South Mid-Size South Mid-Size South Mid-Size South Mid-Size South Mid-Size South Mid-Size South Mid-Size Total Average RFP Service Ministry Regular Wheel AM AM PM PM Total Total Number Area Size Seats Chairs Kms Time Kms Time Kms Time 69 South Mini-Size South Mini-Size South Mini-Size South Mini-Size South Mini-Size South Mini-Size South Mini-Size South Mini-Size South Mini-Size South Mini-Size South Mini-Size South Mini-Size South Mini-Size South Mini-Size Total Average RFP LH-0909 Closing date: December 22nd, 2009 Page 72 of 86

73 RFP Service Ministry Regular Wheel AM AM PM PM Total Total Number Area Size Seats Chairs Kms Time Kms Time Kms Time 83 South Mini-Van South Mini-Van Total Average RFP Service Ministry Regular Wheel AM AM PM PM Total Total Number Area Size Seats Chairs Kms Time Kms Time Kms Time 85 South Mid-Size-Adapted Total Average RFP Service Ministry Regular Wheel AM AM PM PM Total Total Number Area Size Seats Chairs Kms Time Kms Time Kms Time 86 South Mini-Size-Adapted South Mini-Size-Adapted South Mini-Size-Adapted South Mini-Size-Adapted South Mini-Size-Adapted South Mini-Size-Adapted Total Average RFP Service Ministry Regular Wheel AM AM PM PM Total Total Number Area Size Seats Chairs Kms Time Kms Time Kms Time 92 South PDPV Total Average Competition Quota for South RFP 0309 Routes 31 RFP 0909 Routes 92 Total Routes 123 Maximum Award 62 RFP LH-0909 Closing date: December 22nd, 2009 Page 73 of 86

74 Centre Wellington & The Town of Erin Route Statistical Information RFP Service Ministry Regular Wheel AM AM PM PM Total Total Number Area Size Seats Chairs Kms Time Km Time Kms Time 1 Centre Full-Size Centre Full-Size Centre Full-Size Centre Full-Size Centre Full-Size Centre Full-Size Centre Full-Size Centre Full-Size Centre Full-Size Centre Full-Size Centre Full-Size Centre Full-Size Centre Full-Size Centre Full-Size Centre Full-Size Centre Full-Size Centre Full-Size Centre Full-Size Centre Full-Size Centre Full-Size Centre Full-Size Centre Full-Size Centre Full-Size Centre Full-Size Centre Full-Size Centre Full-Size Centre Full-Size Centre Full-Size Centre Full-Size Centre Full-Size Centre Full-Size Centre Full-Size Centre Full-Size Centre Full-Size Centre Full-Size Centre Full-Size Centre Full-Size Centre Full-Size Centre Full-Size Centre Full-Size Centre Full-Size Centre Full-Size Centre Full-Size Centre Full-Size Centre Full-Size Centre Full-Size Centre Full-Size Centre Full-Size Centre Full-Size Centre Full-Size RFP LH-0909 Closing date: December 22nd, 2009 Page 74 of 86

75 51 Centre Full-Size Centre Full-Size Centre Full-Size Centre Full-Size Centre Full-Size Centre Full-Size Centre Full-Size Centre Full-Size Centre Full-Size Centre Full-Size Centre Full-Size Centre Full-Size Centre Full-Size Centre Full-Size Total Average RFP Service Ministry Regular Wheel AM AM PM PM Total Total Number Area Size Seats Chairs Kms Time Km Time Kms Time 65 Centre Mid-Size Centre Mid-Size Total Average RFP Service Ministry Regular Wheel AM AM PM PM Total Total Number Area Size Seats Chairs Kms Time Km Time Kms Time 67 Centre Mini-Size Centre Mini-Size Centre Mini-Size Centre Mini-Size Centre Mini-Size Centre Mini-Size Total Average RFP Service Ministry Regular Wheel AM AM PM PM Total Total Number Area Size Seats Chairs Kms Time Km Time Kms Time 73 Centre Mini-Van Centre Mini-Van Centre Mini-Van Total Average RFP Service Ministry Regular Wheel AM AM PM PM Total Total Number Area Size Seats Chairs Kms Time Km Time Kms Time 76 Centre Full-Size-Adapted Total Average RFP LH-0909 Closing date: December 22nd, 2009 Page 75 of 86

76 RFP Service Ministry Regular Wheel AM AM PM PM Total Total Number Area Size Seats Chairs Kms Time Km Time Kms Time 77 Centre Mid-Size-Adapted Centre Mid-Size-Adapted Total Average RFP Service Ministry Regular Wheel AM AM PM PM Total Total Number Area Size Seats Chairs Kms Time Km Time Kms Time 79 Centre Mini-Size Adapted Centre Mini-Size Adapted Centre Mini-Size Adapted Centre Mini-Size Adapted Total Average Competition Quota for Centre RFP 0309 Routes 21 RFP 0909 Routes 82 Total Routes 103 Maximum Award 52 RFP LH-0909 Closing date: December 22nd, 2009 Page 76 of 86

77 North Wellington Route Statistical Information RFP Service Ministry Regular Wheel AM AM PM PM Total Total Number Area Size Seats Chairs Kms Time Kms Time Kms Time 1 North Full-Size North Full-Size North Full-Size North Full-Size North Full-Size North Full-Size North Full-Size North Full-Size North Full-Size North Full-Size North Full-Size North Full-Size North Full-Size North Full-Size North Full-Size North Full-Size North Full-Size North Full-Size North Full-Size North Full-Size North Full-Size North Full-Size North Full-Size North Full-Size North Full-Size North Full-Size North Full-Size North Full-Size North Full-Size North Full-Size North Full-Size North Full-Size North Full-Size North Full-Size North Full-Size North Full-Size North Full-Size North Full-Size North Full-Size North Full-Size North Full-Size North Full-Size North Full-Size North Full-Size Total Average RFP LH-0909 Closing date: December 22nd, 2009 Page 77 of 86

78 RFP Service Ministry Regular Wheel AM AM PM PM Total Total Number Area Size Seats Chairs Kms Time Kms Time Kms Time 45 North Mid-Size North Mid-Size Total Average RFP Service Ministry Regular Wheel AM AM PM PM Total Total Number Area Size Seats Chairs Kms Time Kms Time Kms Time 47 North Mini-Van North Mini-Van North Mini-Van North Mini-Van North Mini-Van North Mini-Van Total Average RFP Service Ministry Regular Wheel AM AM PM PM Total Total Number Area Size Seats Chairs Kms Time Kms Time Kms Time 53 North Mini-Size-Adapted North Mini-Size-Adapted Total Average RFP Service Ministry Regular Wheel AM AM PM PM Total Total Number Area Size Seats Chairs Kms Time Kms Time Kms Time 55 North PDPV Total Average Competition Quota for North RFP 0309 Routes 23 RFP 0909 Routes 55 Total Routes 78 Maximum Award 39 RFP LH-0909 Closing date: December 22nd, 2009 Page 78 of 86

79 Dufferin County Route Statistical Information RFP Service Ministry Regular Wheel Am Am PM PM Total Total Number Area Size Seats Chairs Kms Time Kms Time Kms Time 1 Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size RFP LH-0909 Closing date: December 22nd, 2009 Page 79 of 86

80 50 Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Dufferin Full-Size Total Average RFP Service Ministry Regular Wheel Am Am PM PM Total Total Number Area Size Seats Chairs Kms Time Kms Time Kms Time 75 Dufferin Mid-Size Total Average RFP Service Ministry Regular Wheel Am Am PM PM Total Total Number Area Size Seats Chairs Kms Time Kms Time Kms Time 76 Dufferin Mini-Size Dufferin Mini-Size Dufferin Mini-Size Dufferin Mini-Size Dufferin Mini-Size Dufferin Mini-Size Dufferin Mini-Size Dufferin Mini-Size Dufferin Mini-Size Dufferin Mini-Size Dufferin Mini-Size Dufferin Mini-Size Dufferin Mini-Size Dufferin Mini-Size Dufferin Mini-Size Dufferin Mini-Size Dufferin Mini-Size RFP LH-0909 Closing date: December 22nd, 2009 Page 80 of 86

81 93 Dufferin Mini-Size Dufferin Mini-Size Dufferin Mini-Size Dufferin Mini-Size Dufferin Mini-Size Dufferin Mini-Size Dufferin Mini-Size Dufferin Mini-Size Dufferin Mini-Size Dufferin Mini-Size Dufferin Mini-Size Dufferin Mini-Size Dufferin Mini-Size Total Average RFP Service Ministry Regular Wheel Am Am PM PM Total Total Number Area Size Seats Chairs Kms Time Kms Time Kms Time 106 Dufferin Mini-Van Total Average RFP Service Ministry Regular Wheel Am Am PM PM Total Total Number Area Size Seats Chairs Kms Time Kms Time Kms Time 107 Dufferin Mini-Size-Adapted Total Average RFP Service Ministry Regular Wheel Am Am PM PM Total Total Number Area Size Seats Chairs Kms Time Kms Time Kms Time 108 Dufferin PDPV Dufferin PDPV Dufferin PDPV Dufferin PDPV Dufferin PDPV Dufferin PDPV Total Average Competition Quota for Dufferin RFP 0309 Routes 30 RFP 0909 Routes 113 Total Routes 143 Maximum Award 72 RFP LH-0909 Closing date: December 22nd, 2009 Page 81 of 86

82 SCHEDULE F GEOGRAPHIC SERVICE AREA MAPS RFP ALL GEOGRAPHIC SERVICE AREAS RFP LH-0909 Closing date: December 22nd, 2009 Page 82 of 86

83 RFP SOUTH WELLINGTON & GUELPH FIRST STOP ON EACH ROUTE RFP LH-0909 Closing date: December 22nd, 2009 Page 83 of 86

84 RFP CENTRE WELLINGTON & ERIN FIRST STOP ON EACH ROUTE RFP LH-0909 Closing date: December 22nd, 2009 Page 84 of 86

85 RFP NORTH WELLINGTON FIRST STOP ON EACH ROUTE RFP LH-0909 Closing date: December 22nd, 2009 Page 85 of 86

86 RFP DUFFERIN COUNTY FIRST STOP ON EACH ROUTE RFP LH-0909 Closing date: December 22nd, 2009 Page 86 of 86