TORONTO TRANSIT COMMISSION REQUEST FOR BIDS FOR THE SALE & REMOVAL OF UP TO 109 ORION V SURPLUS DECOMMISSIONED BUSES BID NO.

TORONTO TRANSIT COMMISSION REQUEST FOR BIDS FOR THE SALE & REMOVAL OF UP TO 109 ORION V SURPLUS DECOMMISSIONED BUSES BID NO.: Z08BT14105 May 2014 Toronto Transit Commission

Toronto Transit Commission Request For Bids MASTER INDEX REQUEST FOR BIDS INDEX DOCUMENT 00100 - INSTRUCTIONS TO BIDDERS DOCUMENT 00300 - BID FORM DOCUMENT 00411 - BID BOND DOCUMENT 00411A- BID SECURITY IRREVOCABLE LETTER OF CREDIT DOCUMENT 00610 - PERFORMANCE BOND DOCUMENT 00630 - IRREVOCABLE LETTER OF CREDIT DOCUMENT 00640 - PARENTAL GUARANTEE DOCUMENT 00700 - GENERAL CONDITIONS DIVISION 1 - SPECIFICATIONS

Toronto Transit Commission Document 00100 INSTRUCTIONS TO BIDDERS INDEX Section Title Page 1 BID SUBMISSION...1 2 BID WITHDRAWL OR REVISION...1 3 BID INQUIRIES...2 4 BID OPENING AND RESULTS...2 5 COMMUNICATIONS RESTRICTIONS...2 6 ADDENDA...4 7 PRICING...5 8 SUBMISSION REQUIREMENTS...5 9 SELECTION OF BIDDER...6 10 EXCEPTIONS OR QUALIFICATIONS...6 11 EVALUATION AND ACCEPTANCE OF BIDS...6 12 MUNICIPAL FREEDOM OF INFORMATION AND PROTECTION OF PRIVACY ACT...9 13 WORK PERFORMANCE...9 14 INVESTIGATION BY THE BIDDER...10 15 INSURANCE REQUIREMENTS...10 16 BID SECURITY...10 17 PARENTAL INDEMNITY...11 18 CONTRACT AWARD...11 19 SITE VISIT...12

Toronto Transit Commission Document 00100 INSTRUCTIONS TO BIDDERS Page 1 BID NO.: Z08BT14105 TITLE: SALE & REMOVAL OF UP TO 109 ORION V SURPLUS DECOMMISSIONED BUSES 1 BID SUBMISSION The Bidder shall be responsible for ensuring it understands the Instructions to Bidders, General Conditions, applicable Supplementary Conditions, Specifications, and all other related documents which form this Request for Bids. The Bidder shall complete and submit the Bid Form to the TTC by hand delivery/courier by 10:00:59 a.m. Toronto time on TUESDAY, JUNE 3, 2014 ( Bid Closing Date ): ATTENTION: Head Commission Services Department 1900 Yonge Street Toronto, Ontario, Canada, M4S 1Z2 The Bidder should not show its name, or any other identifying mark or information, on its Bid submission envelope, but should write the Bid Closing Date on the provided Submission Label, attached hereto as Appendix A, and shall affix the Submission Label to its submission envelope. The TTC will not be responsible to redirect any submissions delivered in error to any other of the TTC's properties. Any submission received and date and time stamped after the Bid Closing Date shall not be considered and will be opened by the TTC s Commission Services Department only to determine the name of the company providing the submission. The company will be notified that its submission was received after the Bid Closing Date and that it will not be considered for evaluation. A facsimile Bid, or any electronic media-type submission, or a Bid not submitted in a sealed envelope shall not be accepted unless otherwise expressly permitted within the RFB. 2 BID WITHDRAWL OR REVISION Bids submitted to the TTC on or before the Bid Closing Date and in the prescribed manner as set out in Section 1, will not be returned to the Bidder. Each Bid is deemed to have been received by the TTC only at the time impressed on the date stamp. The time of receipt shall be conclusively determined according to the TTC's reception desk time clock. Prior to the Bid Closing Date, a Bidder may: (a) withdraw its Bid by giving written notice to that effect signed by a senior officer of the Bidder having the apparent or customary authority to give such a communication and such notice shall only be effective if provided on or before the Bid Closing Date and delivered to the address and to the attention in the prescribed manner as set out in Section 1 of Document 00100.

Toronto Transit Commission Document 00100 INSTRUCTIONS TO BIDDERS Page 2 (b) submit a revised Bid on or before the Bid Closing Date in the prescribed manner as set out in Section 1 of Document 00100 provided such a revised Bid: i. Is clearly identified as a revised Bid; and ii. iii. Is dated as such; and Is submitted within an envelope marked Revised Bid ; and iv. Includes a statement to the effect that This submission dated., supersedes and replaces our Bid dated ). In the event more than one Bid is received from the same Bidder and the conditions set out in Section 2 b) i. - 2 b) iv. are not met, the TTC will consider each Bid a valid response to this RFB and proceed to evaluate each Bid separately, which may result in TTC awarding a Contract based on any Bid submission from the Bidder. Except as otherwise stated in Section 2 of Document 00100, a Bid may not be otherwise withdrawn or amended after the Bid Closing Date. Bids are valid for acceptance by the TTC until expiration of the Bid validity period specified on the Bid Form. 3 BID INQUIRIES All inquiries or requests for additional information regarding the Request for Bids shall, without exception, be in writing and directed to Mr. David Marshall, Purchasing Manager, e-mail: david.marshall@ttc.ca or Fax No.: (416) 537-0385. 4 BID OPENING AND RESULTS The public opening of Bids will take place in the TTC s Offices, 1900 Yonge Street, 15 minutes after the Bid Closing Date and time. Interested parties are invited to attend and should assemble in the TTC lobby at 1900 Yonge Street within 5 minutes of the Bid Closing Date and time; interested parties will then be escorted to the room for the Bid opening by TTC staff. Only total Bid prices and the names of the Bidders will be revealed at the opening, this information will also be posted on the TTC s Materials & Procurement website within 2 business days of the Bid Closing Date. To access the website enter www.ttc.ca in your browser, click on the link Business with the TTC, then the link Materials & Procurement, followed by the Tender Response link. Once the Contract is awarded, the name of the successful Bidder along with the Contract award/sale value will be posted on the Contract Awards link. 5 COMMUNICATION RESTRICTIONS 5.1 Prohibited Contacts and Lobbying Prohibition

Toronto Transit Commission Document 00100 INSTRUCTIONS TO BIDDERS Page 3 A Bidder, Bidder s team members and all of the Bidder s respective advisors, employees and representatives are prohibited from engaging in any form of political or other lobbying, of any kind whatsoever, to influence the outcome of the RFB process. Without limiting the generality of the RFB, no Bidder, Bidder s team members or the Bidder s respective advisors, employees and representatives shall contact or attempt to contact either directly or indirectly, at any time during the RFB process, any of the following persons or organizations on matters related to the RFB process, the RFB Documents or the Bids, with the exception of the individual named in Section 3 or his/her designate: (a) (b) (c) any employee or advisor to the Board; any member of the Board; any member of the City of Toronto Council. If a Bidder, its team member(s) or any of its respective advisors, employees or representatives, in the opinion of the TTC, contravenes this Section 5, the TTC may at its sole discretion disqualify the Bidder(s) from further consideration for award. Anyone who lobbies (as defined in the City of Toronto Municipal Code, Chapter 140) or is expected to lobby a Member of the Board, any Board Member s staff, or any TTC officer or employee must comply with the requirements as set out in the City of Toronto Municipal Code, Chapter 140 Lobbying. For the purposes of Chapter 140 of the City of Toronto Municipal Code, the Board is a local board (restricted definition). For further information please see City of Toronto Web site at www.toronto.ca/lobbying. Failure to comply with the requirements of Chapter 140 of the City of Toronto Municipal Code, may, at the TTC s sole discretion, be considered in the evaluation of the Bidder s current Bid or future bid submissions and award of the current or future contracts. The TTC reserves the right, at its sole discretion, to not award a contract to a Bidder who has failed to comply with the requirements of Chapter 140 of the City of Toronto Municipal Code. 5.2 Exception to sub-section 5.1 The individual named in Section 3 may, at his/her sole discretion, delegate any of his/her responsibilities as set out in this RFB Document. With the written approval from the individual named in Section 3 or his/her designate, the Bidder or any representative of the Bidder may have contact and may communicate with any individual as set out in sub-section 5.1 (a) (c) to the extent permitted in the written approval. 5.3 Media Releases, Public Disclosures and Public Announcements A Bidder shall not, and shall ensure that its advisors, employees, or representatives do not, issue or disseminate any media release, public announcement or public disclosure (whether for publication in the press on the radio, television, internet, or any other medium) that relates to the RFB process, the RFB, the Bid Documents or any matters related thereto, without the prior written consent of the TTC.

Toronto Transit Commission Document 00100 INSTRUCTIONS TO BIDDERS Page 4 A Bidder, Bidder s team members and all of the Bidder s respective advisors, employees and representatives shall not make any public comment, respond to questions in a public forum, or carry out any activities to either criticize another Bidder or Bid or to publicly promote or advertise its own qualifications, interest in or participation in the RFB (procurement) process without the TTC s prior written consent, which consent may be withheld in the TTC s sole discretion. Notwithstanding this sub-section, the Bidder, Bidder s team members and all of the Bidder s respective advisors, employees and representatives are permitted to state publicly that it/they are participating in the RFB process. For the purposes of greater clarity, this sub-section does not prohibit disclosures necessary to permit the Bidder to discuss the RFB with prospective subcontractors participation in the RFB. 5.4 Restrictions on Communications Between Bidders No Collusion A Bidder shall not discuss or communicate, directly or indirectly, with any other Bidder, any information whatsoever regarding the preparation of its own Bid or the Bid of other Bidders in a fashion that would contravene applicable law. Bidders shall prepare and submit Bids independently and without any connection, knowledge, comparison of information or arrangements, direct or indirect, with any other Bidder. This obligation extends to all team members of a Bidder and all of the Bidder s respective advisors, employees and representatives. 6 ADDENDA 6.1 The TTC may, in its sole discretion, amend or supplement the Bid Documents prior to the Bid Closing Date by the issuance of an Addendum in accordance with this sub- Section. No statement, whether oral or written, made by the TTC or its advisors, employees (whether orally or in writing) shall be deemed or construed to add to, subtract from or otherwise amend the Bid Documents unless issued as an Addenda in accordance with this sub-section. Written answers or clarification to issues of substance shall be shared with all Bidders and will be issued as part of the RFB in the form of an Addendum. During the Bid period, any changes to the Bid Documents will be made by the issue of a written Addendum. The Bidder shall confirm its incorporation of all applicable Addenda in its Bid Form. Failure to do so may result in the disqualification of the Bidder. In the event this RFB is posted on the TTC website, each Addendum will be posted on the same TTC website. It is the Bidder s responsibility to monitor the website to ensure they have received all the Addenda issued up until the Bid Closing Date. In the event this RFB was issued via a method other than the TTC website, the Addenda will be issued via the same method. The onus is on the Bidder to ensure it has received all Addenda related to this RFB. A written Addendum will be issued in the form of complete replacement pages, which are to be inserted in the Bid Documents, discarding the replaced pages. Each affected

Toronto Transit Commission Document 00100 INSTRUCTIONS TO BIDDERS Page 5 7 PRICING page is marked at the bottom with the Addendum number. Revisions for modified or added text are indicated by highlighting that text by the use of bold italicized attributes. If spill-over to the next page occurs as a result of added text, the pages affected will be issued in the form of complete replacement pages and the latest addendum number will be marked on the bottom of the affected page(s). Revisions for deleting the text of an entire sub-section or an entire paragraph are indicated by inserting the bracketed word (Deleted) in bold italicized attributes adjacent to the sub-section number or at the beginning of the deleted paragraph. Deleted words in a sentence will be indicated by highlighting the entire revised sentence in bold italicized attributes and deleted sentences in a paragraph will be indicated by highlighting of the entire revised paragraph in bold italicized attributes. If a subsequent addendum affects a page that has previously been revised, the bold and italicizing attributes will be removed from the previously changed text and only the modified text of the latest addendum will be highlighted by the use of bold italicized attributes, and only the latest addendum number will be marked on the bottom of the affected page(s). 7.1 Unless specifically shown to the contrary, Bid unit prices shall be considered firm, in Canadian Funds, and must include any and all expenses that may be anticipated and incurred by the Bidder while providing the Work as specified in this RFB. The Bidder shall submit unit prices for all items listed in the Bid Form - Price Schedule, based on the estimated quantities indicated therein. When an option exists in the RFB to submit a Bid based on various options, the Bidder shall submit such options as instructed in the RFB. The TTC provided quantities stated in the Bid Form - Price Schedule are estimates only and should not be interpreted as indicating a minimum or maximum quantity. The quantities shall be used as a basis for comparison upon which the award of a contract will be made. These quantities are not guaranteed to be accurate and are furnished without any liability to the TTC whether decreased or increased. The Bidder shall include in its Bid, extended prices based on the estimated quantities for items of Work shown in the Price Schedule. Such extended prices shall be the product of the unit prices multiplied by the estimated quantities. Payments shall be based on the actual Work required and performed, at the Contract unit prices, subject to the terms and conditions of the Contract Documents. 7.2 The TTC reserves the right to award all or any portion of the Work as specified in the Bid Form. 8 SUBMISSION REQUIREMENTS 8.1 Each Bidder shall submit the following with its Bid:

Toronto Transit Commission Document 00100 INSTRUCTIONS TO BIDDERS Page 6 8.1.1 The completed Bid Form (Document 00300) 8.1.2 The Bid Security either in the form of a bank draft/certified cheque or executed BID BOND form, included as Document 00411, or executed BID SECURITY IRREVOCABLE LETTER OF CREDIT form, included as Document 00411A, or as otherwise noted in Document 00100 Section 16 - BID SECURITY. 9 SELECTION OF BIDDER Selection of a Bidder will be based on the Submission Requirements set out in Document 00100 Section 8 SUBMISSION REQUIREMENTS, and the total offered price(s) as set out in the Bid Form. 10 EXCEPTIONS OR QUALIFICATIONS Failure to comply with all the conditions of the Request for Bids or taking any exceptions to the conditions specified herein may render the Bid unacceptable. The Bidder shall be deemed to accept all terms and conditions of the Request for Bids unless explicitly excepted or qualified in the Bid. 11 EVALUATION AND ACCEPTANCE OF BIDS The TTC is under no obligation to accept the highest or any Bid and reserves the right to award to other than the highest Bidder. The TTC reserves the right to cancel or withdraw the Request for Bids at any time prior to Notification of Award at no cost to the TTC. Each and every alteration or erasure made in the Bid shall be initialed by an authorized signatory of the Bidder. Any errors or inconsistencies in the Bid submission shall be subject to the interpretation of the TTC. (a) Without prejudice to any reserved right of the TTC, each Bidder shall submit a Bid that is fully compliant with and responsive to the Bid Documents, including all required pricing information and shall include all information required in Section 8 Document 00100. Bids may be evaluated taking into account the following rules, subject to the reserved rights of the TTC set out in the RFB: Prices shall be evaluated on the basis of the total evaluated price of each respective Bidder;

Toronto Transit Commission Document 00100 INSTRUCTIONS TO BIDDERS Page 7 (b) The award of any contract shall be subject to satisfactory reference checks and the absence of any actual or potential conflict of interest; and (c) For any Bid Irregularities refer to the TTC s website at: http://www2.ttc.ca/ttc_business/materials_and_procurement/bid_irregularities.jsp By submitting a Bid, a Bidder warrants that to its best knowledge and belief, having made all reasonable inquiries with respect thereto, no actual or potential conflict of interest exists with respect to the submission of its Bid or performance of the contemplated contract other than those disclosed in the Bid Form. In the event that the TTC discovers a Bidder s failure to disclose all actual or potential conflicts of interest, the TTC may disqualify the Bidder or terminate any contract awarded to that Bidder under this RFB. The Bidder shall be deemed to have accepted all terms and conditions of the Bid Documents unless explicitly excepted or qualified in its Bid. Any exception as defined in the TTC s Procurement Policy, to the Bid Documents requirements, may render the Bid unacceptable. The TTC s Procurement Policy and list of common Bid Irregularities are located on the TTC Web site at: http://www2.ttc.ca/ttc_business/materials_and_procurement/bid_irregularities.jsp Any errors, inconsistencies or ambiguities in the Bid submission shall be subject to the interpretation of the TTC. Each and every alteration or erasure made in the Bid shall be initialled by an authorized representative of the Bidder. If applicable, whenever the amount tendered in a price schedule for an item does not agree with the extension of a Bid quantity and the tendered unit price, the unit price shall govern and the extended amount and the Total Bid Price shall be corrected accordingly. Mathematical discrepancies will be corrected by the TTC by appropriate means to arrive at the correct total evaluated price. If applicable, where a Bidder has made an error in transferring an amount from one part of the Bid to another, the amount shown before transfer shall, subject to any corrections as provided above, be taken to be correct, and the amount shown after transfer and the total evaluated price shall be corrected accordingly. In the event that the TTC receives two or more Bids identical in price, the TTC reserves the right to select one of the tied Bids by way of a coin toss (in the case of two identical bids), or lottery (in the case of more than two identical bids). The TTC s right to accept or reject any or all Bids or to accept a Bid including the lowest price Bid, whether or not it complies with the Bid Documents, or to cancel this RFB at any time prior to the Notification of Award is expressly reserved without liability to the TTC. For purposes of this RFB, comply, complies and compliance mean that the Bid conforms to the requirements of the Bid Documents without material deviation. A material deviation in a Bid is any failure to comply with a Bid Document requirement that, in the sole discretion or opinion of the TTC; (a) (b) impedes, in any material way, the ability of the TTC to evaluate the Bid; affects the TTC s ability to enforce the Bidder s obligations pursuant to the Bid Documents; or

Toronto Transit Commission Document 00100 INSTRUCTIONS TO BIDDERS Page 8 (c) constitutes an attempt by the Bidder to revise the rights or obligations under the Bid Documents in a way not permitted by the RFB. If at any stage of the evaluation process or at any time up to award of a contract, the TTC determines that a Bid is non-compliant pursuant to this RFB, the TTC may, in its sole discretion and without liability, cost or penalty, declare the Bid to be noncompliant and the Bid shall not be given any further consideration. For the purpose of clarity, each Bidder acknowledges and agrees that the TTC s evaluation of compliance with the Bid Documents is not an evaluation of absolute compliance and that the TTC may waive failures to comply that, in the TTC s sole discretion, do not constitute a material deviation. The award of a contract will be based on which Bidder has provided a Bid which the TTC determines, in its sole discretion, to provide the greatest value based on quality, service and price and determined on the evaluation criteria contained in these Bid Documents. The TTC may, in its sole discretion, require clarification of any Bid. The TTC reserves the right, in its sole discretion, to waive any requirement of the Bid Documents where, in the sole opinion of the TTC, there is an irregularity or omission in the information provided that is not a material deviation to the Bid Documents unless a specific consequence has been identified herein for the TTC of such an irregularity or omission. Every Bid shall be submitted on the prescribed Bid Form as set out in the Bid Documents, and shall: (a) (b) be completed without inter-lineation, alteration or erasure of or with respect to; (i) (ii) any of the pre-printed text provided on the form; or information included on the Bid Form, unless the effect thereof is clear and unambiguous as is the assent of the Bidder to that inter-lineation, alteration or erasure (e.g. by initialling); and bear the original signature of the Bidder (or, in the case of a Bid submitted by a corporation, a person represented to be an authorized signing officer of the corporation), inscribed in the space provided. All words and phrases forming part of the Bid must be written out in full, and abbreviations should not be used. Where an abbreviation is used contrary to this requirement, any ambiguity or other uncertainty shall be as determined by the TTC at its sole discretion. The TTC, in addition to any other remedies it may have in law or in equity, shall have the right to rescind any Contract awarded to a Bidder in the event that the Bidder made a material misrepresentation or submitted any inaccurate or incomplete information in its Bid, or made any unauthorized amendment to the terms and conditions set out in the Bid Form, other than inserting the information requested and signing the Bid Form. Where the Bidder is not disqualified despite a discrepancy or inconsistency between the Bid Form that it submitted and the Bid Form prescribed by the TTC for the RFB, the Bid Form prescribed by the TTC for the RFB will prevail. The TTC reserves the right at its sole discretion to refuse to accept any Bid from a Bidder that:

Toronto Transit Commission Document 00100 INSTRUCTIONS TO BIDDERS Page 9 (a) (b) (c) received an unsatisfactory Contractor Performance Review rating in relation to a previous contract with the TTC; had a previous contract with the TTC that was terminated for default; was previously given a Notification of Award of contract by the TTC and defaulted in proceeding with the work of the contract; (d) has submitted false or misleading disclosure in relation to Section 5; (e) (f) failed or refused to comply with any applicable federal, provincial or municipal law governing this Bid or a prior contract with the TTC; and is an affiliate of or successor to any corporation described in clauses (a) to (e), including any Bidder that is controlled within the meaning of the Ontario Business Corporations Act by the same person or group of persons who so controlled any corporation described in clauses (a) to (e) above. All costs and expenses incurred by each Bidder in the preparation and delivery of its Bid or in providing any additional information necessary for the evaluation of its Bid shall be borne solely by the Bidder. The TTC will not be liable to pay any costs or expenses of any Bidder or to reimburse or compensate a Bidder in any manner whatsoever under any circumstances, including in the event of the rejection of any or all submissions or if a decision is made not to proceed with the Contract. 12 MUNICIPAL FREEDOM OF INFORMATION AND PROTECTION OF PRIVACY ACT A Bid submitted to the TTC shall become the property of the TTC and is therefore, subject to the provisions of the Municipal Freedom of Information and Protection of Privacy Act. Bidders are responsible for familiarizing themselves with the provisions of this Act. 13 WORK PERFORMANCE The TTC maintains a record of the performance of each Company in completing work for the TTC. This information is used to complete a Company Performance Review form which is forwarded for review to the respective Company upon completion of a Contract. A performance rating is established based on the overall performance history of a Company on TTC contracts and is considered as a factor in the evaluation of Bids in the award of this Contract. The TTC reserves the right to restrict a Company with an unsatisfactory work performance history from submitting Bids on TTC contracts and to reject any Bid submitted by same.

Toronto Transit Commission Document 00100 INSTRUCTIONS TO BIDDERS Page 10 14 INVESTIGATION BY THE BIDDER 14.1 By the TTC permitting a Site Visit, as set out in Section 19 Document 00100, the Bidder acknowledges and agrees it has had the opportunity to inspect and evaluate the condition of the Work and the Site prior to submitting a Bid. 14.2 Failure of a Bidder to attend the Site Visit as set out in sub-section 14.1 - document 00100 shall not in any way relieve the Bidder of its obligation to honour its Bid. 15 INSURANCE REQUIREMENTS 15.1 The successful Bidder shall be required to comply with the requirements as specified in Document 00700 Section 7 - INSURANCE REQUIREMENTS, and provide the evidence of insurance as specified in Document 00700 Section 8 - EVIDENCE OF INSURANCE. 15.2 In the event of default or failure to comply with the insurance requirements on the part of the Bidder, the TTC shall be at liberty to accept the next highest or any Bid, or to advertise for new Bids, or to have the Work executed in any other way it may deem best. The Bidder shall indemnify and save harmless the TTC from all loss, damage, cost, charges and expenses which it may suffer or be put to by reason of any such default or failure on the part of the Bidder. 16 BID SECURITY 16.1 The Bid shall be accompanied by a security deposit in the form of a Bid Bond, Bid Security Irrevocable Letter of Credit, Bank Draft or certified cheque in the amount of $5,000.00 Canadian Funds. Bank Drafts or certified cheques will also be accepted in the amount of 5,000.00 US Funds. 16.2 If submitting a bid bond, the Bidder may use the TTC's standard form provided as Document 00411 - BID BOND. Such bond shall be issued by a duly licensed surety or insurance company registered to transact the business of suretyship in the Province of Ontario. In lieu of the TTC s standard form of Bid Bond, the Bidder may submit its surety/insurance company s bid bond form(s) and such bid bond shall be issued by a duly licensed surety or insurance company registered to transact the business of suretyship in the Province of Ontario. However in such event, the surety/insurance company s bid bond form(s) shall contain the same or similar terms and conditions as set out in the TTC s Document 00411 - BID BOND. The acceptability of a bid bond submitted on a form(s) other than the TTC s standard as provided herein is at the sole discretion of the TTC. A reproduced copy of the original bid bond is acceptable for submission, however if requested by the TTC the original is to be submitted within 3 business days of the request. 16.3 If submitting an irrevocable letter of credit the Bidder may use the TTC s standard form provided in Document 00411A BID SECURITY IRREVOCABLE LETTER OF CREDIT.

Toronto Transit Commission Document 00100 INSTRUCTIONS TO BIDDERS Page 11 The irrevocable letter of credit shall be from a Canadian Schedule I, or II chartered bank. In lieu of the TTC s standard form of Bid Security Irrevocable Letter of Credit, the Bidder may submit a Bid security irrevocable letter of credit issued from a Canadian Schedule I, or II chartered bank, however the bank s Bid security irrevocable letter of credit shall contain the same or similar terms and conditions as set out in the TTC s Document 00411A - BID SECURITY IRREVOCABLE LETTER OF CREDIT. The acceptability of a Bid security irrevocable letter of credit submitted on a form(s) other than the TTC s standard as provided herein is at the sole discretion of the TTC. A reproduced copy of the original Bid security irrevocable letter of credit is acceptable for submission, however if requested by the TTC the original is to be submitted within 3 business days of the request. 16.4 If the Bidder is submitting a bank draft or certified cheque it shall be in the amount of $5,000.00 Canadian or $5,000.00 U.S. Funds and shall be made payable to the Toronto Transit Commission. The bank draft or certified cheque shall be drawn on a Canadian Schedule I or II chartered bank or Canadian licensed credit union with a branch in Canada. The bank draft or certified cheque shall be stapled to the first page of the Bid Form. 16.5 Bid Security deposits will be returned or released as follows: (a) The Bidder s Bid Security deposit will be returned or released within thirty-six hours following the receipt by the TTC of the Company s (successful Bidder s) Contract Security, subsequent to the award of Contract. (b) The Bidder s Bid Security deposit will be returned or released within thirty-six hours following the confirmation from the TTC that no Contract will be awarded based on this Request for Bids. 17 PARENTAL INDEMNITY 17.1 If requested by the TTC, as a condition of award of Contract, a subsidiary company shall be required to submit a Parental Guarantee, on the TTC s form. A copy of the TTC s form of Parental Guarantee is included for reference as Document 00640. 18 CONTRACT AWARD 18.1 Upon TTC issuing the Notification of Award for the Contract, the successful Bidder shall provide Contract Security, in an amount equal to or greater than 25% of the total Contract Price as set out in Document 00700 Section 22 CONTRACT SECURITY which will be in force until the removal of the final Bus from the TTC Site, and final payment to the TTC for the Work.

Toronto Transit Commission Document 00100 INSTRUCTIONS TO BIDDERS Page 12 18.2 Included herein, as a reference, are the TTC s Contract Security forms; Irrevocable Letter of Credit (Contract Security) - Document 00630, and Performance Bond (Document 00610). 18.3 Within fifteen (15) calendar days of the TTC issuing a Notification of Award of the Contract the successful Bidder shall submit its Contract Security and applicable insurance certificates to the TTC. 18.4 All costs for the Contract Security/insurance shall be included in the total Bid price submitted for the Contract. 18.5 In the event of default or failure to comply with Document 00100 sub-section 18.3 above on the part of the Bidder, the TTC shall take possession of the Bid Security monies submitted in accordance with Document 00100 Section 16 BID SECURITY and shall be at liberty to accept the next highest or any Bid, or to advertise for a new Request For Bids, or to have the Work executed in any other way it may deem best. The Bidder shall also indemnify and save harmless the TTC from all loss, damage, cost, charges and expenses which it may suffer or be put to by reason of any such default or failure on the part of the Bidder. Also, the TTC may at its sole discretion, restrict the defaulting Bidder from submitting a tender/proposal/bid on subsequent Requests For Tenders/Proposals/Bids, for a period of time deemed appropriate by the TTC. The TTC may at its sole discretion also restrict any Bidder with whom an officer or director of that Bidder or with whom an individual associated with that Bidder, including but not limited to an officer or director that has, in the past, been associated, in any way, with a company that has been given a Notification of Award of contract by the TTC and defaulted in proceeding with the work of the contract, from submitting a tender/proposal/bid on subsequent Requests For Tenders/Proposals/Bids, for a period of time deemed appropriate by the TTC. 19 SITE VISIT 19.1 Not Applicable

APPENDIX A PLEASE CUT-OUT AND AFFIX THIS ADDRESS LABEL TO THE ENVELOPE CONTAINING YOUR SUBMISSION. ** FILL IN THE BID CLOSING DATE BELOW IN THE SPACE PROVIDED ** TO: TORONTO TRANSIT COMMISSION BID NO.: TITLE: BID CLOSING DATE: Z08BT14105 SALE & REMOVAL OF UP TO 109 ORION V SURPLUS DECOMMISSIONED BUSES 10:00:59 A.M. TORONTO TIME on, 2014 ATTENTION: HEAD TTC SERVICES DEPT. TORONTO TRANSIT COMMISSION 1900 YONGE STREET TORONTO, ONTARIO M4S 1Z2 NOTE: THE TTC CANNOT BE HELD RESPONSIBLE FOR DOCUMENTS SUBMITTED IN ENVELOPES THAT ARE NOT LABELLED IN ACCORDANCE WITH THE ABOVE INSTRUCTIONS. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT THE INDIVIDUAL REFERENCED IN SECTION 3 OF THE INSTRUCTIONS TO BIDDERS.

Toronto Transit Commission Document 00300 BID FORM INDEX Section Title Page 1 DECLARATION:... 1 2 OFFER:... 2 3 EXCEPTIONS/QUALIFICATIONS... 2 4 INSURANCE REQUIREMENTS... 2 5 TERMS OF PAYMENT:... 3 6 SUBMISSION REQUIREMENTS... 2 7 RECEIPT OF ADDENDA... 3 8 VALIDITY:... 3 9 SIGNATURE:... 3 Appendix 1 Price Schedule

Toronto Transit Commission Document 00300 BID FORM Page 1 Title Bid No. To : Sale & Removal of Up to 109 Orion V Surplus Decommissioned Buses : Z08BT14105 : Toronto Transit Commission 1 DECLARATION: We: (Name of Bidder) (Address) (Telephone Number Incl. Area Code and Fax Number) do hereby declare as follows: - That we have carefully examined the Instructions to Bidders, the General Conditions, Specifications, applicable related documents which form this Request for Bids, and all addenda and do hereby accept the same as part and parcel of the Contract; - That the shareholders or partners of the above company are the only persons interested in this Bid, and no other person has any interest in this Bid, or in the Contract proposed to be taken; - That this Bid is made without any knowledge, comparison of figures, or arrangements with any other party or parties making a Bid for the same Work and is, in all respects, fair and made without collusion or fraud; - That no member of the City of Toronto Council or Board Member of the TTC, or any officer or employee of a municipal corporation of the Toronto area, or of the TTC is or shall become interested, directly or indirectly, as a contracting party, partner or otherwise in, or in the performance of the Contract or business to which it relates, or in any portion of the profits thereof. - That we are in compliance with the City of Toronto Municipal Code, Chapter 140 - Lobbying.

Toronto Transit Commission Document 00300 BID FORM Page 2 2 OFFER: We do hereby bid and offer to perform all (or any portion of) the Work as specified within the Request for Bids, for the Unit and as applicable Total Prices as set out in the applicable Price Schedule(s) in Canadian Funds which includes all costs. 3 EXCEPTIONS/QUALIFICATIONS We agree to accept all terms and Conditions of the Request for Bids unless explicitly excepted or qualified (if any indicate below). 4 INSURANCE REQUIREMENTS We hereby acknowledge and agree that should our Bid be accepted by the TTC, we shall; 4.1 Submit within fifteen (15) calendar days, the required evidence of insurance specified in Document 00700 Section 8 EVIDENCE OF INSURANCE, in a form acceptable to the TTC; and 4.2 Be responsible for making up any delay to the schedule resulting from our failure to provide acceptable documentation within the time specified; and 4.3 Meet or exceed the liability limits requested and comply with all other aspects of Document 00700 Section 7 - INSURANCE REQUIREMENTS. 5 TERMS OF PAYMENT: We agree that the Bid price is based upon the payment terms as stated in Document 00700 Section 9 - TERMS OF PAYMENT. 6 SUBMISSION REQUIREMENTS We include the following information as requested in Document 00100 Section 8 - SUBMISSION REQUIREMENTS: (Include attachments as required).

Toronto Transit Commission Document 00300 BID FORM Page 3 7 RECEIPT OF ADDENDA We agree that this Bid incorporates addenda no. to inclusive as issued by the TTC during the Bid period. 8 VALIDITY: We agree that this Bid is valid for acceptance for a period of 60 calendar days from the day of closing of Bids and that the TTC may at any time within the said period accept this Bid whether or not any other Bid has been previously accepted. 9 SIGNATURE: Dated this... Day of... 2014... (Signature)... (Print Name)... (Title) I/We have authority to bind the Corporation.

Toronto Transit Commission Document 00300 BID FORM APPENDIX 1- PRICE SCHEDULE Page 1 Price Schedule Sale & Removal of up to 109 Orion V Surplus Decommissioned Buses The Bidder shall complete this Price Schedule, in accordance with the Request for Bid documents. Item Estimated Quantity Description Unit Price (Per Bus) Total Price (Unit Price x Estimated Quantity) 1* 109 Surplus/Decommissioned TTC Orion V Buses $ $ Sub-Total $ H.S.T. @ 13% $ TOTAL BID PRICE for Surplus/Decommissioned TTC Orion V Buses (i.e. price to be paid to the TTC) $ If H.S.T. is exempt, provide H.S.T. Exemption Number. F.O.B. TTC Site. The amounts shown above are in Canadian Funds, and not subject to adjustment.

Toronto Transit Commission Document 00411 Bid No. Z08BT14105 BID BOND Page 1 BE IT KNOWN BY THESE PRESENTS, that hereinafter called the "Principal" and authorized to transact the business of suretyship in the Province of Ontario and hereinafter called the "Surety" ARE JOINTLY AND SEVERALLY HELD AND FIRMLY BOUND UNTO the TTC, in the penal sum of Five-Thousand ($5,000.00) of lawful money of Canada to be paid to the TTC or to its attorneys, successors, or assignees for which payment well and truly be made, we jointly and severally bind ourselves, and each of our several and respective successors, heirs, executors, administrators and assignees and every one of them forever firmly by these presents. WHEREAS the said Principal is herewith submitting to the TTC its Bid for the Sale & Removal of up to 109 Orion V Surplus Decommissioned Buses, Contract No. Z08BT14105 and the said Bid provides that it is to continue open to acceptance and to be irrevocable for a period of sixty calendar days from the Closing of the Request for Bids (RFB). NOW THE CONDITION OF this obligation is such that if, on acceptance of the Bid of the aforesaid Principal in accordance with the terms and conditions of the said RFB within Sixty calendar days from the Closing of the RFB, the said Principal shall, within the time required, enter into a Contract and give good and sufficient evidence of insurance and provide bonds as required by the said Bid Documents to secure the performance of the terms and conditions of the Contract, then this obligation shall be void; otherwise the Principal and Surety shall pay unto the TTC the penal sum hereof. AND IT IS HEREBY DECLARED AND AGREED that the Surety shall be liable as Principal and that nothing of any kind or matter whatsoever that will not discharge the Principal shall operate as a discharge or release of liability of the Surety, any law or usage relating to the liability of Sureties to the contrary notwithstanding.

Document 00411 Toronto Transit Commission BID BOND Bid No. Z08BT14105 - Page 2 IN WITNESS WHEREOF we have hereunto set our seals by the hands of our proper Officers in that behalf. DATED this day of, 201. (Name of Principal) Per: (Signature) Name: Title: (C/S) Per: (Signature) Name: Title: I/We have authority to bind the Corporation. (Name of Surety) Per: (Signature) Name: Title: (C/S) Per: (Signature) Name: Title: I/We have authority to bind the Corporation. END OF SECTION

Toronto Transit Commission Document 00411A IRREVOCABLE LETTER OF CREDIT (BID SECURITY) Page 1 Toronto Transit Commission Materials and Procurement 1138 Bathurst Street Toronto, Ontario M5R 3H2 Attention: Head Materials and Procurement Contract Title: Sale & Removal of up to 109 Orion V Surplus Decommissioned Buses Dear Sir: We hereby authorize the Toronto Transit Commission to draw on the (Financial Institution), Toronto up to any aggregate amount of Five-Thousand dollars ($5,000.00) available by drafts at sight as follows: Pursuant to the request of our customer(s), (Company Name), we, hereby establish and give to you an Irrevocable Letter of Credit in your favour in the total amount of $5,000.00 which may be drawn upon us by you and which demand we shall honour without enquiring whether you have the right as between yourself and our said customers to make such demand and without recognizing any claim of our said customers. Provided, however, that you are to deliver to the (Financial Institution), Toronto at such time as a written demand for payment is made upon us, your signed statement that the monies drawn pursuant to this Letter of Credit are pursuant to obligations related in your Contract with (Company Name). This Letter of Credit will continue up to sixty calendar days from the day of closing of the Bids by the TTC and will expire on that date. The drafts drawn under this Credit are to state on their face that they are drawn under the (Financial Institution), Toronto, Ontario, Letter of Credit No. dated. We hereby agree that drafts drawn in conformity with the terms and conditions of the Credit will be duly honoured on presentation. This Letter of Credit is subject to the Uniform Customs and Practice for Documentary Credits (2007 Revision) International Chamber of Commerce Publication No. 600. Authorized Signature: Title: Countersigned: Title: END OF SECTION

Toronto Transit Commission Document 00610 PERFORMANCE BOND Page 1 BE IT KNOWN BY THESE PRESENTS, that BOND # a company incorporated under the laws of hereinafter called the "Contractor", and authorized to transact the business of Suretyship in the Province of Ontario, hereinafter called the "Surety", ARE JOINTLY AND SEVERALLY HELD AND FIRMLY BOUND UNTO the TTC and its successors, hereinafter called the "Obligee", in the penal sum of dollars ($ ) of lawful money of Canada to be paid to the Obligee or to its attorneys, successors, or assigns, for which payment well and truly to be made, we jointly and severally bind ourselves and each of us our several and respective successors, heirs, executors, administrators and assigns forever firmly by these presents. WHEREAS the Contractor has entered into a written Contract with the Obligee, for the execution of certain Work for the said Obligee at the total Contract Price and upon the terms and conditions in the Contract Documents, for the Sale & Removal of up to 109 Orion V Surplus Decommissioned Buses, Contract No.: Z08BT14105, which Contract Documents are by reference made a part hereof, and are hereinafter referred to as the "Contract", and having been required to furnish satisfactory security for the fulfilment of the said Contract and said Surety has consented to become such security and to execute these presents. NOW THE CONDITION OF this obligation is such that if the said Contractor shall well, truly and faithfully execute, complete and carry out the said Contract and all the terms and conditions thereof to the satisfaction of the Obligee and shall keep and maintain in good working order and complete repair the whole of the Work performed under the said Contract and any Contract Change which may be made pursuant thereto, for the warranty period(s) indicated in the said Contract and shall indemnify and keep indemnified the Obligee and the officers, servants and agents thereof from all, and all manner of damage, loss, expenses, claims and demands arising out of any breach of the said Contract, or any of the covenants or conditions therein contained, then this obligation shall be void, else to remain in full force. PROVIDED further and it is hereby agreed and declared that neither the Contractor nor the Surety shall be liable under this instrument for payment of any claims for labour, material or services used or reasonably required for use in the performance of the Contract. PROVIDED always, and it is hereby agreed and declared, that the Obligee and the Contractor have the right to change, alter and vary the terms of the Contract and that the Obligee may, in its discretion at any time or times, take and receive from the Contractor any security whatsoever and grant any extension of time thereon or on any liability of the Contractor to the Obligee.

Document 00610 PERFORMANCE BOND Page 2 Toronto Transit Commission PROVIDED further and it is hereby agreed and declared that the Contractor and the Surety shall not be discharged or released from liability hereunder and that such liability shall not be in any way affected by any such changes, alterations, or variations, the taking or receiving of security, or extension of time, as aforesaid, or by the exercise of the Obligee of any of the rights or powers reserved to it under the Contract or by its forbearance to exercise any such rights or power, including (but without restricting the generality of the foregoing) any changes in the extent or nature of the Work or by any dealing, transaction, forbearance or forgiveness which may take place between the Contractor and the Obligee. AND IT IS HEREBY DECLARED AND AGREED that the above bounden Surety shall be liable as Contractor and that nothing of any kind or matter whatsoever that will not discharge the said Contractor shall operate as a discharge or release of liability to the said Surety, any law or usage relating to the liability of Sureties to the contrary notwithstanding. IN WITNESS WHEREOF we have hereunto set our seals by the hands of our proper Officers in that behalf. DATED this day of, 201_. Name of Contractor: Per: Name: Title: Per: Name: Title: I/We have authority to bind the Corporation. Name of Surety: Per: Name: Title: Per: Name: Title: I/We have authority to bind the Corporation. (Signature) (Signature) (Signature) (Signature) (C/S) (C/S)

Toronto Transit Commission Document 00630 Bid No. Z08BT14105 IRREVOCABLE LETTER OF CREDIT (CONTRACT SECURITY) PAGE 1 Toronto Transit Commission Materials and Procurement 1138 Bathurst Street Toronto, Ontario M5R 3H2 Attention: Head Materials and Procurement Contract Title: Sale & Removal of up to 109 Orion V Surplus Decommissioned Buses Dear Sirs: We hereby authorize the Toronto Transit Commission to draw on the (Financial Institution), Toronto up to any aggregate amount of $ available by drafts at sight as follows: Pursuant to the request of our customer(s), (Company Name), we, hereby establish and give to you an Irrevocable Letter of Credit in your favour in the total amount of $ which may be drawn upon us by you and which demand we shall honour without enquiring whether you have the right as between yourself and our said customers to make such demand and without recognizing any claim of our said customers. Provided, however, that you are to deliver to the (Financial Institution), Toronto at such time as a written demand for payment is made upon us, your signed statement that the monies drawn pursuant to this Letter of Credit are pursuant to obligations related in your Contract with (Company Name). The amount of the Credit shall be reduced from time to time by notice in writing given to the undersigned by the Toronto Transit Commission. date. This Letter of Credit will continue up to and will expire on that This Letter of Credit shall be renewed from year to year on its anniversary date unless we give you notice in writing 30 days prior to the expiry date or an anniversary thereof. The drafts drawn under this Credit are to state on their face that they are drawn under the (Financial Institution), Toronto, Ontario, Letter of Credit No. dated. We hereby agree that drafts drawn in conformity with the terms and conditions of the Credit will be duly honoured on presentation. This Letter of Credit is subject to the Uniform Customs and Practice for Documentary Credits (2007 Revision) International Chamber of Commerce Publication No. 600. Authorized Signature: Title: Countersigned: Title:

Toronto Transit Commission Document 00640 PARENTAL GUARANTEE Page 1 WHEREAS, a company incorporated under the laws of (Province/Country) is a subsidiary of (parent company s name) AND WHEREAS the TTC is desirous of entering into a Contract for with. NOW THIS AGREEMENT WITNESSES that in consideration of the premises and the award of a Contract by the TTC to, that (parent company) agrees to provide all the necessary financial and technical support for the proper completion of the said Contract and shall guarantee the performance of the said Contract in accordance with the terms and conditions, including timely completion thereof, and agrees to guarantee the Work for the warranty period(s) stipulated therein. IT IS UNDERSTOOD AND AGREED that this Contract of guarantee will be interpreted in accordance with the laws of the Province of Ontario, and (parent company) hereby attorns to the jurisdiction of the Courts of the Province of Ontario. This agreement shall be attached to and form part of a Contract for between and the TTC. IN WITNESS WHEREOF (parent company) has hereunto affixed its corporate seal under the hands of its duly authorized officers in that behalf, this day of, 201_. PARENT COMPANY: (SEAL) Per: (Signature) (Print Name) (Title) I / We have authority to bind the Corporation