the agreement for the provision of student ......agreement resulting from rfp # p-2419 page 1 of 73...

Agreement Resulting from RFP # P-2419 Page 1 of 73

THE AGREEMENT

For the Provision of Student Transportation Services

between

Service de Transport Scolaire – Brant Haldimand Norfolk -Student Transportation Services

and

INSERT OPERATOR NAME

September 2020- August 2030


TABLE OF CONTENTS

1. Preamble............................................................................................................................. 6 1.1 Agreement precedence ..................................................................................................... 6 1.2 Article Headings ................................................................................................................ 7 1.3 Definitions .......................................................................................................................... 7

2. Contract Term and Early Termination ............................................................................ 12 2.1 Term and Option Extensions ........................................................................................... 12 2.2 Option to Extend .............................................................................................................. 12 2.3 Termination of the Agreement ......................................................................................... 13 2.4 Cancellation or alteration of Routes by the Consortium with notice .................................. 13 2.5 Cancellation of services by the Consortium during Inclement Weather ............................ 14 2.6 Cancellation of services by the Consortium as a result of Operator Labour Disputes ...... 15 2.7 Cancellation of services by the Consortium as a result of Member School Board or Consortium Labour Disputes ................................................................................................. 15

3. Services ............................................................................................................................ 16 3.1 Consortium Shall Determine and Communicate Routes and Schedules ........................ 126

4. Safety Programs .............................................................................................................. 16

5. The Operator .................................................................................................................... 16 5.1 Inadmissibility of Charter Runs ........................................................................................ 16 5.2 Drivers to be aware of, and follow the conditions of the Agreement ................................. 17 5.3 Independent Contractor ................................................................................................... 17 5.4 Operator deemed to be in the business of carrying passengers for compensation .......... 17 5.5 Operator Representations and Warranties ....................................................................... 17 5.6 No Assignment or Subcontracting without consent and change of ownership .................. 17 5.7 Indemnification by the Operator ....................................................................................... 18 5.8 Compliance with Acts, Regulations and Policies .............................................................. 18 5.9 Records ........................................................................................................................... 19 5.10 Evidence of Financial Ability .......................................................................................... 19 5.11 Driver and Vehicle qualifications and Criminal Background Check ................................ 19

6. Default .............................................................................................................................. 21

7. Insurance .......................................................................................................................... 21 7.1 Evidence of Insurance ..................................................................................................... 21 7.2 Insurance Coverage ........................................................................................................ 22 7.3 No cancellation or material alteration without notice to the Consortium ........................... 22 7.4 Workplace Safety and Insurance Board Insurance .......................................................... 23

8. Routing ............................................................................................................................. 23 8.1 Total Daily Rate on a per Route, per day basis ................................................................ 23 8.2 Days in each school year ................................................................................................. 23 8.3 Operator compliance with the Routes and schedules ...................................................... 23 8.5 Consortium may require vehicles to service more than one school and one Run ............. 24 8.4 Requests for Transporation Changes ............................................................................ 244 8.6 One Driver, one Route and Route Doubling ..................................................................... 24 8.7 Pickup and discharge locations and timing ...................................................................... 25


8.8 Operator Covenants with respect to Student Transportation ............................................ 25 8.9 Obligation to perform Trial Runs prior to the start of each school year. ............................ 25

9. Vehicles ............................................................................................................................ 26 9.1 Licensing and equipment ................................................................................................. 26 9.2 Passenger loading specifications ..................................................................................... 27 9.3 Vehicle Age ..................................................................................................................... 27 9.4 Vehicle Characteristics .................................................................................................... 27 9.5 Vehicle Communications ................................................................................................. 28 9.6 Ministry of Transportation Annual Inspection Certificate .................................................. 28 9.7 Maintaining log books and Consortium right to inspect .................................................... 28 9.8 Consortium rights to require mechanical fitness reports ................................................... 28 9.9 Failure to Comply with Articles 9.6, 9.7 and 9.8 ............................................................... 29 9.10 Compliance with the definition of a School Bus .............................................................. 29 9.11 Additional Requirements ................................................................................................ 29 9.12 Additional School bus equipment in case of breakdowns or delays ............................... 29 9.13 Display of Route numbers ............................................................................................. 29 9.14 Vehicle cleanliness ........................................................................................................ 29

10. Drivers ........................................................................................................................... 30 10.1 Driver’s Licensing requirements ..................................................................................... 30 10.2 Additional Driver and Staff in the Event of Absence ....................................................... 29 10.3 Copy of the Driver Training Manual ............................................................................... 31 10.4 Identification .................................................................................................................. 31 10.5 Driver characteristics ..................................................................................................... 31 10.6 Driver Actions ................................................................................................................ 32 10.7 Consortium’s Rights in event of Driver’s breach of contract conditions .......................... 33 10.8 Consortium Support Driver Recreuitment and Retention .............................................. 33

11. Administration .............................................................................................................. 33 11.1 Operator’s Transportation Officer................................................................................... 33 11.2 Notification of delays...................................................................................................... 34 11.3 Communications with Parents and Consortium .............................................................. 34 11.4 Service and Safety surveys and programs ..................................................................... 34 11.5 Report Incidents to the Consortium .............................................................................. 345 11.6 Social Media Policy ..................................................................................................... 345 11.7 Crisis Response Plan .................................................................................................. 345

12. Consideration and Accounting .................................................................................... 35 12.1 Basis for Payments ........................................................................................................ 35 12.2 Fuel Fluctuator ............................................................................................................... 36 12.3 Payment Calculation ...................................................................................................... 36 12.4 Payment Terms ............................................................................................................. 36 12.5 Size of Vehicle ............................................................................................................... 37 12.6 Other Adjustments ......................................................................................................... 37 12.6.1Additional Adjustment Resulting in Overtimes/Kilometers ............................................ 37 12.6.2 Additional Adjustment Resulting in Operator Financial Hardship ................................. 37 12.7 Forecast for Future School Years .................................................................................. 37


13. Accidents ...................................................................................................................... 38 13.1 Operator and Driver actions in event of accidents .......................................................... 38

14. Notices .......................................................................................................................... 38 14.1 Timing and delivery of notices ....................................................................................... 38 14.2 Proactice Notice .......................................................................................................... 389

15. General .......................................................................................................................... 39 15.1 Amendments to the Agreement ..................................................................................... 39 15.2 Administration provisions for the Consortium ................................................................. 39 15.3 Successors and permitted assigns ................................................................................ 39 15.4 Confidentiality of all information ..................................................................................... 39 15.5 Operators right to provide services to other Boards and Consortia ................................ 40 15.6 Dispute Resolution - For disputes that do not impact health and safety ......................... 40 15.6.1 Amicable Resolution ................................................................................................... 40 15.6.2 Mediation .................................................................................................................... 40 15.6.3 Arbitration ................................................................................................................... 41 15.6.4 Appointment of Arbitrator ............................................................................................ 41 15.6.5 Costs and Bar on Appeal ............................................................................................ 41 15.6.6 Enforcement ............................................................................................................... 41 15.7 Dispute Resolution - For Health and Safety disputes ..................................................... 41 15.8 Right to Audit ................................................................................................................. 42

16. Contract Performance Management ........................................................................... 42 16.1 Conformance to Contract Performance Management .................................................... 42 16.2 Non-Conformance Performance .................................................................................. 433

17. Survival ......................................................................................................................... 43

18. Non-Waiver ................................................................................................................... 43

19. Rights Cumulative ........................................................................................................ 43

20. Time of Essence ............................................................................................................ 43

21. Transition Out ................................................................................................................ 43

Schedule A - First Aid, CPR and EPIPen Training ................................................................ 45 Basic First Aid ....................................................................................................................... 45

Schedule B – Safety and Training .......................................................................................... 46 Safety .................................................................................................................................... 46 Initial Training ........................................................................................................................ 46 Annual Refresh ...................................................................................................................... 46 Every three years refresh ...................................................................................................... 46 Wheelchair Service................................................................................................................ 47 Special Needs ....................................................................................................................... 47 Additional Safety Programs ................................................................................................... 48


Schedule C – Applicable Acts, Statutes and Regulations .................................................... 49 C.1 Acts that Regulate the Operations and Business Affairs of Ontario’s School Bus Companies ............................................................................................................................ 49 C.2 Provincial Statutes .......................................................................................................... 49 C.3 Federal Statutes .............................................................................................................. 50

Schedule D – Rates ................................................................................................................. 51

Schedule E – Fuel Fluctuator ................................................................................................. 52

Schedule F – Notices .............................................................................................................. 53

Schedule G – Contract Performance Management Program ............................................... 54

Schedule H – Route Schedules .............................................................................................. 73


1. Preamble THIS AGREEMENT is made as of this 1st day of September, 2020

BETWEEN

Service de Transport Scolaire – Brant Haldimand Norfolk -Student Transportation Services (hereinafter called the “Consortium”), of the first part

AND INSERT OPERATOR NAME (hereinafter called the “Operator”), of the second part WHEREAS the Consortium has been formed to administer transportation services for the Grand Erie District School Board, the Brant Haldimand Norfolk Catholic District School Board and Conseil Scolaire Catholique Mon Avenir, 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 in the schedule(s) attached hereto and forming part of this Agreement, as such Routes may be amended at the discretion of the Consortium as hereinafter provided; 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 relating hereto and with any of the other terms of this Agreement, the document order of precedence shall be as follows:

a. Any amendments to this Agreement issued and authorized in accordance with Article 15.1 Amendments to the Agreement;

b. This Agreement and all of its attachments and schedules;

c. The certifications provided by the Operator in response to the Consortium’s Request for Proposal #P-2419 dated December 19, 2019 (the “RFP”); and then

d. The RFP. For greater certainty, any covenants of the Operator which are set out and

have been agreed to by the Operator in the RFP are specifically incorporated herein by reference.


1.2 Article Headings 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 For the purposes of this Agreement, the following Definitions are agreed upon: Term Definition Agreement Ending Date

The last date upon which services under this Agreement shall be delivered. The Agreement Ending Date is August 31st, 2030, unless the Agreement is extended under Section 2.2 in which case the Agreement Ending Date will be the last day of any extension year.

Agreement Starting Date

The date upon which services under this Agreement begin to be delivered. The Agreement Starting Date is September 1st, 2020.

Additional Adjustment for Extraordinary Circumstances Resulting in Operator Financial Hardship

Provision available for Operator to request to the Consortium additional financial compensation for extraordinary circumstance resulting in legislative changes that may result in Operator financial hardship, that as deemed by the Consortium, would be no fault of the Operator (i.e. Minimum Wage Increase)

Additional Adjustment for Services Resulting in Overtime and/or Kilometres

Provision available for Operator to request to the Consortium additional financial compensation for extraordinary circumstances resulting in the requirement of additional time (>30 minutes) and kilometres (>25 kilometres) beyond the scheduled Route time (i.e. Hold and Secure at dismissal time).

Annual Adjustment

Provision for annual cost of living adjustment for each contracted service year defined as September to August, based on a recognized inflation benchmark of the annual Ontario Consumer Price Index, All Items, January to January as posted on Statistics Canada website.


Term Definition Base Rate Base Costs for each Vehicle Class are included in Article 12 of this

Agreement. The Base Rate for each vehicle is the agreed Cost to operate the vehicle for one day and is to include, but is not limited to:

a. amortized purchase and interest costs of vehicle over lifespan of vehicle less disposal value,

b. Amortized vehicle peripherals (additional equipment beyond standard vehicle features as required by this Agreement) including:

a. Strobe light on all D-250 and D-409 class vehicles, c. pre-trip inspections and maintenance (scheduled or otherwise), d. licensing and insurance, e. the wage (2020-21 for full-size vehicle = $56/day) and all other

costs to provide a Driver for the vehicle for a standard three (3) hour driving day and including training, insurance, licensing, benefits and all other employee costs,

f. spare Driver and vehicle costs, g. parking and maintenance facilities, h. administration staff and facilities, i. fuel component set at the Ministry of Education’s peg price for

diesel (determined annually and announced with the Grants for Student Needs)

j. any other operating costs; and k. and reasonable profit margin.

Driver The person employed by the Operator to operate a school bus, car or minivan.

Evacuation Training Rate

Evacuation training will be provided by the Operator to schools and will be compensated by the Consortium at a rate of $130 per 200 students.

First Ride Training Rate

First Ride training will be provided by the Operator to schools and will be subject to compensation by the Consortium of $130 per session. First Ride training will be provided by the Operator as requested by the Consortium for individual students with specialized transportation needs and will be subject to compensation by the Consortium at a rate of $75/hour. First Ride training will be provided by the Operator as requested by the Consortium in an open-house, public-setting and will be subject to compensation by the Consortium at a rate of $75 per hour.

Individual First Ride Rate

An individual First Ride may be requested by the Consortium for a student identified as having a specialized transportation need. The intention is to provide the students with the opportunity to practice loading, riding and unloading from home to school, supported by their parent/guardian and school, prior to service starting.

Individual First Ride service will be provided by the Operator as requested by the Consortium at a rate of $75 per hour.


Term Definition Home to School Route (HSR)

Home to School Routes (HSR) refers to Routes that service students in accordance with school/site arrival and departure times from the assigned morning bus stop to the school/site of attendance, and from the school/site of attendance to the assigned afternoon stop. HSR Routes may include transfers and/or tiers. HSR are subject to 187-day guarantee, have no kilometre minimum and are subject to overtime if the Route is greater than 180 minutes.

Inclement Weather

A day when transportation services are cancelled due to weather conditions. This may affect all Routes of the Operator, a geographic area serviced by the Operator or individual Routes of the Operator.

Inclement Weather Rate

The rate at which the Consortium will pay the Operator for the periods described in Article 2.5 of this Agreement.

Labour Dispute Controversy between an employer and its employees regarding the terms or conditions of employment (such as conditions of employment, fringe benefits, hours or work, tenure, wages), or concerning the association or representation of persons in negotiating, fixing, maintaining, changing or seeking to arrange conditions of employment, to be negotiated during collective bargaining, or the implementation of already agreed upon terms.

Late Bus Route (LBR)

Late Bus Route (LBR) refers to Routes that service students outside of the scheduled school arrival and departure times for the purposes of supporting student engagement in activities outside of the normal school hours. LBR Routes may include transfers and/or tiers. LBRs will be compensated at 30% of the vehicle class’ Fixed Rate, as identified in Schedule D- Rates, and every kilometre travelled at the vehicles class’ Maintenance and Fuel Variable Rates, also identified in Schedule D – Rates. LBR are not subject to a 187-day guarantee, have no minimum kilometres, are subject to overtime if the Route is greater than 90 minutes as well as Fuel Escalation/ De-escalation.

Member School Board or Consortium Labour Dispute Rate

The rate at which the Consortium will pay the Operator for the periods described in Article 2.7 CANCELLATION OF SERVICES BY THE CONSORTIUM AS A RESULT OF MEMBER SCHOOL BOARD OR CONSORTIUM LABOUR DISPUTES of this Agreement.

Mid-Day Route (MDR)

Mid-Day Route (MDR) refers to Routes that service students during the school day who require modified day service from home to school/site or school/site or home or school/site to school/site during the window of time between morning and afternoon runs. MDR Routes may include transfers and/or tiers. MDRs will be compensated at 30% of the vehicle class’ Fixed Rate, as identified in Schedule D- Rates, and every kilometre travelled at the vehicles class’ Maintenance and Fuel Variable Rates, also identified in Schedule D – Rates. MDR are not subject to a 187-day guarantee, have no minimum kilometres, are subject to overtime if the Route is greater than 90 minutes as well as Fuel Escalation/ De-escalation.

Minimum Daily Driver Compensation

The minimum Driver compensation rate for providing service on a contracted Consortium Route subject to payroll audit. At the time of the 2020-21 contract initiation, the Minimum Daily Driver Compensation is $56 per day for full-size vehicle Drivers.

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Term Definition Monitor An adult rider, other than the Driver, on the school purpose vehicle that

is present to provide additional support to a student(s) with unique needs. The Operator employed staff member will be trained to the specifications detail in Scheduled A and B of the Agreement.

Monitor Rate is the daily rate provided when a Monitor is assigned to a Route. The base pay for the Monitor Rate is calculated at a minimum of 3 hours at the Overtime rate; the Monitor Rate is subject to overtime if the Route time that the Monitor is assigned to is greater than 180 minutes; overtime will be paid in 15 minute increments at the Overtime Variable Rate as defined in the Schedule D – Rates in the zone in which they operate.

Monitor’s pickup and drop off locations will be included as part of the Route’s scheduled stops and so included in the daily kilometre and time calculations.

Operator The organization or individual supplying the services that 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.

Operator Portal A secure webpage for the Operator whereby the Consortium will make available Routes and schedules and related transportation information. It is incumbent upon and a requirement of this Agreement that the Operator will check the portal daily and the Operator shall be deemed to have been provided with the notice, within 24 hours, from the time of posting of such information by the Consortium in the Operator Portal.

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.

Route Compensation Based on Ministry Miles

The First Stop to Last Stop and Closed Loop Kilometres from the Last Stop back to the First Stop using the shortest path on both the morning and afternoon components of the Route. This method includes all slack in between Runs to comprise a Route, calculated based on Route kilometres and time components.

Route and Run Run: the road(s) traveled and stop location(s) for a(n) individual school(s). A Run may service more than one (1) school and may differ from AM to PM. Route: the time and distance travelled by a vehicle from the first student pick-up through to the last school dropped off at 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 from AM to PM. There is no kilometre minimum and are subject to overtime if the Route is greater than 180 minutes.

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.

Run Splitting The practice, generally not approved in the Agreement, of using fewer Runs than scheduled by the Consortium to service the scheduled stops.


Term Definition Summer School Routes (SSR)

Summer School Routes (SSR) are Routes that operate outside of the months of September through June and refers to the time and distance travelled by a vehicle from the first scheduled pick-up through to the last school dropped off at and return by the most direct roads to the first pick-up for each AM and PM. A SSR may contain more than 1 Run and may differ from AM to PM. SSR Routes may include transfers and/or tiers. There is no guarantee number of days for SSR, have no kilometre minimum and are subject to overtime if the Route is greater than 180 minutes.

Total Daily Rate Summation of the Base Rate and Variable Rates per day, per Route. Total Route Deadhead

AM Deadhead: A measurement in kilometres and time from the last school drop off site back to the first pick up bus stop location in the morning, as calculated by the Consortium’s transportation software using the most direct distance on the road network.

PM Deadhead: A measurement in kilometres and time from the last bus stop drop off back to the first school pick-up location in the afternoon, as calculated by the Consortium’s transportation software using the most direct distance on the road network.

Total Route Deadhead: The sum of the AM and PM deadhead kilometres and time.

Trial Runs and Routes

When requested by the Consortium, Trial Runs/Routes are those that Operators would have physically driven to ensure familiarity and accuracy of stops and times without students on board the vehicle. Trial Runs will be compensated at the Base Rate only, exclusive of kilometres and times. Trial Routes will be compensated at the Total Daily Rate.


Term Definition Variable Rates The Variable Rate applies to all Routes by class of vehicle and is the

agreed cost to operate the vehicle for one kilometre.

Kilometre Variable is the rate provided based on kilometres a vehicle travels.

Fuel Variable is the rate provided based on the fuel efficiency per vehicle, calculated at 1/consumption factor * # of kilometers travelled * $0.918, the Ministry of Education’s peg price for diesel fuel in Southern Ontario.

Fuel escalation/de-escalation based on contract pegged price (net of HST).

Overtime Variable is the rate provided if a Route is in excess of the time component in the Base Rate, in 15-minute increments.

Routes requiring Climate Control qualify for an additional $25 per Route per day, inclusive of the Operator having a primary and spare vehicle available with climate control.

2. Contract Term and Early Termination 2.1 Term and Option Extensions This Agreement shall commence on the Agreement Starting Date of September 1, 2020 and shall be for a term of ten (10) consecutive years, terminating on the Agreement Ending Date of August 31, 2030 unless terminated prior thereto or extended as set out herein. 2.2 Option to extend The Consortium retains the option to extend this Agreement, at its sole discretion, for either one (1) two (2) year period or two (2) one (1) year periods. The Consortium’s written notice to exercise its option to extend will be given to the Operator no later than October 1st of the preceding school year in which the option is to be exercised. The Operator shall either accept or decline the extension offer by the deadline set by the Consortium in its notice. If the extension is declined, the Agreement will terminate on the Agreement End Date. If the extension is accepted by the Operator, then in each of the extension years, the adjustment to the Total Daily Rate for the last year of the original term, or any extension thereof will be based on the Consumer Price Index (CPI) for the Province of Ontario of the preceding year, January to January.


2.3 Termination of the Agreement This Agreement may be terminated at any time as follows:

a. by the mutual consent in writing of the Consortium and the Operator; OR

b. by the Consortium, on thirty (30) days’ notice in writing, where, in the opinion of the Consortium, acting reasonably, the Operator has failed to fulfill all or part of the terms of this Agreement and has not remedied same within such thirty (30) days; OR

c. by the Consortium where it has experienced habitual Operator failure to conform to the

statements of performance as described in Article 16; OR

d. by the Consortium, where in the opinion of the Consortium, acting reasonably, 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 including any regulations of the Consortium and its Member School Boards governing the transportation of its students.

2.4 Cancellation or alteration of Routes by the Consortium with notice

a. The Consortium may,

i. on five (5) days notice in writing to the Operator, and without terminating this Agreement, cancel any particular Run or Routes for which the Operator is providing, or has provided transportation services, where any such Run or Route has been deemed unnecessary by the Consortium; and

ii. on two (2) days notice in writing to the Operator reorganize, alter or modify any particular Runs 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 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 vehicles 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 or eliminate any or all of the Runs or Routes


awarded to the Operator under this Agreement. The Operator also acknowledges and agrees that the Consortium’s right to make reductions under this paragraph includes reducing the number of vehicles provided by the Operator to the Consortium, removing some or all of the Operator’s Routes from the Operator and assigning them to another Operator or Operators or obliging the Operator to serve a Route or Routes it was not obliged to serve pursuant to 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 parties have not previously agreed to 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. In the event an Operator does not have the required vehicle type under contract with the Consortium, the Consortium reserves the right to engage another Operator who can meet the requirements of the Consortium in terms of available equipment and service. All the terms and conditions of this Agreement shall apply to the services provided by the Operator on any replacement Route or Routes and on any replacement vehicle or vehicles.

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 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 Agreement for the period during which transportation services are not required. The rate the Consortium will pay for the above-mentioned days will be the stated Home-to-School Base Rate, plus the scheduled overtime rate on specific Routes, as defined in Schedule D- Rates. The Consortium anticipates that the Inclement Weather Rate is sufficient to remunerate Drivers as per their normal scheduled Home-to-School daily rate under such circumstances and recognize operating expenses not incurred under such conditions and is subject to audit by the Consortium that the Operator is complying with their employee compensation terms. This rate is exclusive of Mid-Day Routes or Late Bus Routes.

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 Agreement.

c. The provisions of this section, in respect of cancellation for Inclement Weather only,

shall apply only where the Consortium has notified the Operator of the cancellation of service and/or the Operator obtains Consortium approval to not provide part or full services due to Inclement Weather in accordance with the Consortium’s Inclement Weather Policy and Procedure.

2.6 Cancellation of services by the Consortium as a result of Operator Labour Disputes

a. The Operator shall provide fifteen (15) business days notice to the Consortium of an Operator Labour Dispute. This can be due to any foreseen strike, lockout, walkout, picketing, or similar work stoppage involving the Operator’s employees, whether legal or not. Within ten (10) days prior to the cancellation of services as a result of an Operator Labour Dispute, the Operator must communicate its contingency plan to the Consortium to maintain continuous service as well as its communication plan for Member School Boards, Parents and the general public.

b. 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 suspend payment for those affected Routes immediately and shall not be liable to pay the Operator any amount for such days where service is unavailable.

c. The Consortium reserves the right to make alternate arrangements with a different

supplier as of the first day the Operator is unable to provide serviced and it will be awarded to an alternate supplier at the Consortium’s sole discretion.

d. If the Labour Dispute is not settled within ten (10) school days of service interruption, the

Consortium may cancel this Agreement and seek alternate contractual arrangements for transportation services.

2.7 Cancellation of services by the Consortium as a result of Member School Board or Consortium Labour Disputes If due to any strike, lock-out, walk-out, picketing or similar stoppage of work involving Member School Board employees, whether legal or not, it is necessary to discontinue all classes or suspend transportation services normally provided under this Agreement, the Operator agrees to accept the rate the Consortium will pay for the above mentioned days will be the stated Home-to-School Base Rate, plus the scheduled overtime rate on specific Routes, as defined in Schedule D- Rates. The Consortium anticipates that the Member School Board or Consortium Labour Dispute Rate is sufficient to remunerate Drivers as per their normal scheduled Home-to-School daily rate under such circumstances and recognize operating expenses not incurred under such conditions and is subject to audit by the consortium that the Operator is complying with their employee compensation terms. This rate is exclusive of Mid-Day Routes or Late Bus Routes.


3. Services 3.1 Consortium Shall Determine and Communicate Routes and Schedules The Consortium shall determine and designate Route design, locations and times for picking up and discharging 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 strive to provide the Routes and schedules at least fifteen (15) business days before start of service. The Operator shall, during the term of this Agreement, provide transportation services in accordance with the Routes assigned, which shall specify:

i. The Route or Routes for which the service is to be provided subject to the amendment and updates by the Consortium from time to time; and

ii. The size of vehicle to be used on each Route. 4. Safety Programs The Operator shall make available, as requested by the Consortium, an outline of its current safety programs, which will conform to the requirements set out in Schedule B. The Operator shall make available, as requested by the Consortium, a complete copy of its current safety programs, which will conform to the requirements set out in Schedule B. The Consortium will review this copy on the premises of the Operator, and will not retain a copy nor will it form part of Consortium records. The Operator shall provide drivers with a safety training program which must include basic level First Aid Certification, vehicle evacuation and the administration of medications associated with Sabrina’s Law and Ryan’s Law prior to the start of the school year, or prior to providing service to students. Operators providing wheelchair service must also include vehicle loading and unloading, use of manual ramps and tie down procedures prior to the start of the school year, or prior to providing service to students. The Operator must comply with the training requirements in the Accessibility with Ontarians with Disability Act (2005). 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 for which the Operator is receiving payment from the Consortium under the terms of the


Agreement. The Operator must immediately notify the Consortium if a charter impacts the successful delivery of transportation regular home-to-school students.

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 for the Consortium are aware of and follow the relevant and appropriate terms and conditions of this Agreement. The Operator shall record the manner in which the relevant and appropriate terms and conditions of this Agreement are conveyed to Drivers, and retain sufficient evidence that the Driver received this information which is subject to contract compliance and performance management. 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.

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. No member, officer or employee of the Consortium or its Member School Boards, except

those that are expressly declared 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 howsoever, in or in the performance of this Agreement, or in the supply of services, work or business in connection with this Agreement, or 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 and change of ownership 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. The Operator will promptly notify the Consortium of any proposed change of ownership. 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, convey by bequest or testamentary devise 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 due to items such as but not limited to ability to perform well, Route limitations, financial wherewithal and pending or threatened litigation with the Consortium. If the Operator is a limited liability partnership, the Operator agrees to notify the Consortium in writing of any change in the composition of the limited liability partnership and to provide details of such revised limited liability partnership structure as the Consortium may require. If the Operator is a sole proprietorship, the Operator agrees to notify the Consortium in writing of any change in the manner in which the Operator carries on business and to provide details of such revised business structure as the Consortium may require. 5.7 Indemnification by the Operator The Operator, for itself, its heirs, executors, administrators, successors and assigns shall indemnify and hold harmless the Consortium and its Member School Boards and their respective directors, officers, trustees, employees and successors and assigns (hereafter collectively referred to as the “indemnified parties”), from any and all manner 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). The provisions of this Article 5.7 are limited to the acts and omissions of the Operator and of those for whom the Operator is responsible in law and is not intended to apply to the negligence of the Consortium. 5.8 Compliance with Acts, Regulations and Policies At all times that the Operator is providing services under this 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 throughout the term of the Agreement (see Schedule C). The Operator will comply with all aspects of Consortium policy including compliance with and causing the Driver to comply with the Consortium’s and its Member School Boards’ Policies and Procedures for Student Transportation. Consortium and Member School Board Policies and Procedures are available at: www.stsbhn.ca, www.granderie.ca, www.bhncdsb.ca and www.cscmonavenir.ca. Any changes, additions or deletions to the Consortium’s and its Member School Boards’ printed Policies and Procedures for Student Transportation during the term of this Agreement must be

http://www.stsbhn.ca/http://www.granderie.ca/http://www.bhncdsb.ca/http://www.cscmonavenir.ca/


delivered by the Consortium to the Operator, with reasonable notice, in accordance with Article 14 of this Agreement. The Operator shall comply with all anti-idling by-laws and regulations by adopting practices for limiting unnecessary idling of school buses in order to reduce engine emissions and to reduce fuel consumption. 5.9 Records The Operator shall keep and maintain accurate books, records and accounts of the services being provided. Information kept is to include, but not limited to: financial records, maintenance logs, and accident reports. The Operator shall, on reasonable notice, make such books, records and accounts readily available to the Consortium for inspection and for the purpose of making photocopies, for all matters affecting the Consortium. The Operator shall maintain these records for a duration of seven (7) years following the earlier of the Agreement End Date or termination. 5.10 Evidence of Financial Ability The Operator shall, if requested by the Consortium during the term of this Agreement and on thirty (30) days written notice, provide such evidence as is reasonably acceptable to the Consortium of its financial ability to satisfactorily carry out its obligations under this Agreement for the duration of the term of the Agreement. Evidence that is reasonably acceptable include one or more of reference letters, from Canadian Financial Institution(s) providing banking or credit facilities to the Operator, indicating the current sound financial status of the Operator. 5.11 Driver and Vehicle qualifications and Criminal Background Check The Operator shall, on an annual basis, obtain and retain on file a Driver’s abstracts for all Drivers. The Operator agrees to provide access to same at any time with reasonable notice, upon request of the Consortium. Further, the Operator will conduct quarterly license checks with the Ministry of Transportation Ontario (“MTO”) on all Drivers who provided services under the Agreement. Any change to a Driver’s status that do not meet the terms of this Agreement will be reported to the Consortium. The Operator shall obtain and make available to the Consortium a current Commercial Vehicle Operator’s Registration (“CVOR”) search for the vehicles and an up-to-date Driver’s License Abstract for each Driver used to provide services pursuant to this Agreement prior to the Agreement Starting Date and/or at any other time upon the request of the Consortium’s transportation office. A copy of the CVOR search must be provided to the Consortium at the Consortium’s request. The CVOR rating must not be less than “Satisfactory”. The Operator shall provide notice in writing to the Consortium of any changes in status to its CVOR Ontario Safety Rating within five (5) business days of being informed of the change. Should the rating fall below “Satisfactory”, the Consortium reserves the right to make alternative transportation arrangements with a different Operator during this period of default, no compensation shall be provided to the Operator. Any increase in daily rates experienced as a result of the change of operator shall be paid by the Consortium but charged back to the Operator. The Consortium further reserves the right to terminate this Agreement in accordance with the terms thereof.


Notwithstanding that the Operator is an independent contractor, the Operator understands and agrees that the Consortium has a responsibility to ensure student safety. Accordingly, the Operator covenants and agrees that it will not engage any Driver or other employee who may come into direct contact with students on a regular basis, or who may have access to student information to provide services, hereunder, where such Driver or other employee has been charged with or convicted of an offence the nature of which may be construed as jeopardizing the safety and well-being of the students of each of the Consortium and/ or Member School Boards. For the purposes of this Agreement, the Consortium shall determine in its sole and unfettered discretion whether an employee of the Operator may come into direct contact with students on a regular basis, or who may have access to student information and whether or not any such offence is of a nature which may be construed as jeopardizing the safety and well-being of students. The Operator covenants and agrees to retain on file at its head office a criminal background check covering convictions, changes and occurrences under the Criminal Code, the Controlled Drugs and Substances Act, and any other convictions, changes and occurrences which would be revealed by the Police Vulnerable Sector Check (“PVSC”) search of the automated Criminal Records Retrieval System maintained by the Royal Canadian Mounted Police (“RCMP”) at the Canadian Police Information Centre, together with an Offence Declaration in a Consortium approved form for every Driver or other employee of the Operator who may come into direct contact with students on a regular basis, or who may have access to student information prior to the occurrence of such possible direct contact or prior to having access to student information and on or before September 1st each year thereafter with respect to Offence Declarations. For greater clarity, after the initial PVSC, offense declarations will be completed in every year thereafter, prior to September 1st. Updated and most current records will be retained on file at the Operator’s location. The Operator agrees to indemnify and save harmless the Consortium and Member School Boards and their respective directors, officers, trustees and employees from all claims, liabilities, expenses and penalties to which they may be subjected on account of: the Operator engaging a Driver or other employees in contravention of this section; or the Operator’s failure to retain a PVSC, Vulnerable Persons search or an Offence Declaration on file, as aforesaid. This indemnity shall survive the expiration or sooner termination of this Agreement. In additional to and notwithstanding anything else herein contained, if the Operator: engages a Driver or other employee in contravention of this section, or fails to retain a PVSC and an Offence Declaration for any Driver or other employee of the Operator who may come into direct contact with students on a regular basis, or who may otherwise have access to student information prior to the occurrence of such possible direct contact, or prior to having access to student information and on or before September 1st each year thereafter with respect to Offence Declarations, then the Consortium will have the right to immediately terminate this Agreement without prejudice to any other rights which it may have in this Agreement, in law or in equity. The Consortium shall be entitled, on forty-eight (48) hours prior written notice, attend any office of the Operator for the purposes of reviewing the PVSCs and Offence Declarations. The parties acknowledge and agree that it is contemplated that the Consortium will attend to such reviews at least once per annum during the Term, and any renewal thereof. In the event that either the PVSC or an Offence Declaration reveals a charge or a criminal conviction which is not acceptable to the Consortium and/ or its Member School Boards in the circumstances and in its sole and unfettered discretion, then the Consortium will have the right


to request that the Operator prohibit the Driver or other employee of the Operator from providing services to the Consortium hereunder. Upon such request, the Operator will forthwith effect such removal, without prejudice to any other rights which the Consortium may have in this Agreement, in law of in equity. 6. Default 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.

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 thirty (30) days, failing which this Agreement will be deemed to be terminated. Notwithstanding anything above or otherwise contained in this Agreement and 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 force majeure, meaning any cause which is beyond the reasonable control of the affected party, provided such event is not due to the affected party’s sole negligence and may include, but not be limited to the following:

a. causes such as flood, earthquake, storm, lightning, fire, epidemic, war, explosion, riot, act of civil or military authority, civil disturbances or disobedience;

b. accidents, sabotage and vandalism;

c. inability to obtain or curtailment of supplies of electric power, water, fuel or other utilities or services; and

d. restraint by court order, or the action or inaction of, or inability to obtain, maintain or renew Regulatory Approvals from any government authority unless such inability was caused by the violation of the terms thereof by the party holding the Regulatory Approval.

7. Insurance 7.1 Evidence of Insurance The Operator shall deliver to the Consortium:

a. Not less than fifteen (15) days before the Agreement Starting Date and

b. at any other time during this Agreement within five (5) days upon request,


evidence in the form of a certified copy of an insurance policy, issued by an 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 (hereinafter called “Evidence of Insurance”). 7.2 Insurance Coverage Without limitation to any other provision of this Agreement, the Operator shall provide the Consortium within fifteen (15) days of the Award of this Agreement to the Operator with respect to the insurance requirements set out in subparagraphs (a), (b) and (c) and annually thereafter in each subsequent year of the Agreement upon renewal and within five (5) days of any request for insurance which may be required pursuant to the provisions of subparagraph (d), Evidence of Insurance, providing at least the following minimum insurance coverage:

a. Automobile insurance, including mandatory provincial accident benefits in an amount of $10,000,000.00 per occurrence for vehicles with a seating capacity of eight (8) or more persons, and $5,000,000.00 per occurrence for vehicles with a seating capacity of not more than seven (7) persons;

b. Commercial general liability in an amount not less than $5,000,000.00 per

occurrence WITH NO AGGREGATE, including bodily injury and property damage, as well as non-owned vehicle liability insurance if vehicles are leased from another company in the amounts above described in Articles 7.2.(a);

c. the Consortium and each of the Member School Boards shall be included as an

Additional Insured on the commercial liability policy, Article 7.2.(b). The general liability policy shall also contain a cross-liability clause so as to ensure that the Consortium and each of the Member School Boards are covered by such policies as though separate policies have been issued in the name of the Consortium and each of the Member School Boards. Pursuant to paragraph 7.2, the insurance policies shall contain a provision to the effect that such policies will not be cancelled or materially amended by the insurer without at least thirty (30) days written notice to the Consortium and each of the Member School Boards. No insurance shall be cancelled without evidence of sufficient replacement insurance acceptable to the Consortium and compliant with the terms of this Agreement being provided in advance. Without limitation to any other provision of this Agreement, the Consortium may terminate this Agreement after one day’s notice if the Operator fails to comply with Section 7.2 of this Agreement; and

d. any new additional insurance of the kinds and amount required by the

Consortium or required under the Public Vehicles Act and the Regulations thereunder and any other applicable Act or Regulation as they may be amended from time to time shall be considered for reimbursement by Consortium.

7.3 No cancellation or material alteration 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 materially altered or cancelled by the insurer without at least thirty (30) days written notice to the Consortium. No insurance shall be cancelled without evidence of sufficient replacement insurance acceptable to the Consortium and compliant with the terms of this Agreement being provided in advance.


7.4 Workplace Safety and Insurance Board Insurance The Operator shall provide for Workplace Safety and Insurance Board of Ontario (“WSIB”) insurance for all persons employed in connection with this Agreement as may be required by the Workplace Safety and Insurance Act (“WSIA”) or the Workplace Safety and Insurance Agreement Act (“WSIAA”). Upon the request of the Consortium during the Term, the Operator, upon five (5) days of the Consortium request, shall furnish proof of coverage under the WSIA or the WSIAA and a clearance certificate indicating that the Operator is in good standing and that all premium payments are current. The Operator covenants and agrees to pay when due all amounts required under the SWIA or the SWIAA, failing which the Consortium shall have the right, in addition to and not in substitution for any other right it may have pursuant to this Agreement or otherwise at law or in equity, to pay WSIB any amount due pursuant to the SWIA or the SWIAA unpaid by the Operator and to deduct such amount from any amount due and owing from time to time to the Operator pursuant to this Agreement together with all costs incurred by the Consortium in connection therewith. 8. Routing

8.1 Total Daily Rate on a per Route, per day basis The Total Daily Rate paid to the Operator for transportation services shall be established monthly based on the routing software. The Total Daily Rate shall include the Base Rate and Variable Rates for kilometres, time, fuel and Monitors. Applicable taxes are extra. The Total Daily rate is established:

a. for regular home-to-school students, on a per Route, per day basis, b. for each type and class of service as specified by the Consortium.

The Operator acknowledges that the Total Daily Rate per Route shall not be applied on dayswhereby the regularly scheduled service is cancelled, be it permanently or temporarily, for reasons stipulated in Articles 2.4, 2.5, 2.6 or 2.7. 8.2 Days in each school year Unless agreed to the contrary by amendment and mutual agreement to this Agreement, the anticipated number of school days on which students may require transportation, and the Consortium may require service, will be 187 days per school year with the exception of those unforeseen events which would cause service disruptions, and subject to Ministry of Education changes, in each year and extension year of this Agreement. Member School Board calendars will be provided to the Operator by the Consortium at least fifteen (15) days prior to the start of the school year. 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 move any pupil from one vehicle to another without written authorization of the Consortium 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 contained therein shall apply to any such change. A copy of the Route schedule inclusive of directions, bus stop locations, student names, student phone numbers and any other related documents on student riders, is to be kept in a secure location locked in the vehicle. The Operator must make up-to-date copies available and issued to replacement Drivers. 8.4 Requests for Transportation Changes All requests for transportation and changes in transportation shall be processed exclusively through the Consortium’s transportation office with the understanding that no student may be transported unless previously authorized by the Consortium, with the following exceptions:

a. A Driver may transport their own child(ren) provided that a seat is available on the vehicle and the Operator has a policy to permit and guide this practice. In this event, and as a matter of the Operator’s policy requiring the Driver’s signature, the Operator and the Driver shall indemnify and hold harmless the indemnified parties from all claims, actions and liability connected with or arising from the transport of such children. In the event the seat is required for an eligible Home to School student, then the Operator will cause the seat to be available. If problems with the presence of the Driver’s own child are encountered on the vehicle, the Consortium, at its sole discretion, will instruct the Operator to remove the Driver from the Route.

b. A Driver may carry an unauthorized student to an existing bus stop if vehicle capacity permits for the first two weeks of the school year, or as directed by the Consortium.

c. The Driver may accept notes from the school or Consortium for a temporary transportation provision for a student if deemed an emergency by the school or Consortium, and as such, the note should be provided on official letterhead or approved form.

8.5 Consortium may require vehicles to service more than one school and one Run The Consortium may schedule more than one school, and/or more than one Run, to be serviced by a Route. 8.6 One Driver, one Route and Route Doubling/ Run Splitting Unless specifically authorized in writing by the Consortium or unless expressly set out below, the same Driver will serve each Route each day.

a. For temporary changes, meaning expected for five (5) consecutive days or less in duration, where illness or other reasons require a temporary change in Drivers the Operator is not required to provide notice to the Consortium.

b. For permanent changes, or changes that are likely to extend greater than five (5) consecutive days, written notice must be provided to the Consortium in accordance with Article 14.

For greater certainty, the Operator shall not, without prior notification to the Consortium and without specific prior acceptance of such notice, use Route Doubling or Run Splitting.


The Consortium and the Operator agree that continual use of Route Doubling or Run Splitting will result in Route reassignment. 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 and deliver such students to the respective schools at the times specified on the Route copy. 8.8 Operator Covenants with respect to Student Transportation The Operator covenants as follows:

a. The students shall be picked up at and delivered to their designated pick-up/ drop off points only;

b. Such students shall be transported from the nearest curb side (where possible) of the designated pick-up point to their respective schools and shall be returned from their schools to such nearest curb side (where possible);

c. The Operator shall file with the Consortium’s transportation office a Route data sheet for

each Route stating the Route number (including spare), the Driver’s first and last name (including spare Drivers and monitors), vehicle ID (including spare) and the year of manufacture of the vehicle serving the Route, by October 31st annually;

d. The Operator shall file with the Consortium’s transportation office updated kilometre and

time Route sheets for each Route as of October 31st and March 31st measurement dates confirming accurate Route data as shared by the Consortium.

8.9 Obligation to perform Trial Runs prior to the start of each school year. Trial Run(s) are NOT mandatory but may be requested by the Consortium. If a Trial Run(s) is requested by the Consortium, the Operator will immediately convey all issues and similar factors affecting duration and path of Routes to the Consortium within twenty-four (24 hours) of the day the request is made. All safety issues must be reported to the Consortium immediately following Section 14 of this Agreement. The Operator must also ensure that when Routes are altered or reassigned during the school year, Drivers are expected to shadow the regular Driver or are required to have good knowledge of the Routes and areas serviced. Trial Runs of Routes that are performed, not during a scheduled operating day, at the request of the Consortium are billable at the Total Daily Rate. Trial Runs of Routes or Runs during the school year that are performed at the request of the Consortium due to any alterations are billable based on kilometres and time to complete the trial. For vehicles equipped with GPS units, GPS data will be made available to the Consortium for the Trail Runs and Routes.


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 limiting the generality of the foregoing, must comply with the requirements of the Public Vehicles Act, and all amendments thereto made from time to time and the regulations thereunder and all other Acts governing public transportation. Unless authorized in writing, all school buses for use under this Agreement must be manufactured to the CSA-D250 or CSA-D409 standards and cannot be retrofitted to meet the CSA-D250 standard or CSA-D409 standard. School buses that are retrofitted to the CSA-D250 standard and pass the MTO certification cannot be used under the Agreement. A vehicle that is manufactured to the CSA–D409 standard: “Motor Vehicles for the Transportation of Physically Disabled Persons”, when purchased, must continue to meet those standards. At the request of the Consortium, 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. All vehicles under this Agreement, with the exception of mini-van class of vehicle, shall be equipped with a roof mounted strobe light. Strobe light use must follow the Policies and Procedures of the Consortium. If requested by the Consortium, the Operator must make Global Positioning Systems (GPS), compatible with Consortium requirements, available on all school buses. The availability of GPS on school buses must equal the entire fleet for availability of data on Route buses, and in the event when spare vehicles are deployed to cover Routes. Operators are required to orient the GPS to the vehicle serving the Route daily to ensure data is available to the Consortium. The Consortium expect 100% compliance for GPS available on all Routes each school day. Handling of GPS data, including viewing and storage of data captured, must follow the Policies and Procedures of the Consortium. If requested by the Consortium, the Operator must make video camera technology, including internal-facing and external-facing cameras compatible with Consortium requirements, available on school buses when requested by the Consortium. The Operator, upon the request of the Consortium, shall make a video camera active on, or make provisions to switch camera enabled buses to, a specified bus Route. Handling the video, including viewing and storage of recorded materials, must follow the Policies and Procedures of the Consortium. The number and configuration of camera system(s) will meet or exceed the following, by vehicle class: Vehicle Class Camera Placement Min. Number of Internal Cameras

Full-Size Front, middle, rear and stairs 4 Cameras Full-Size Adaptable Front, middle, rear and stairs 4 Cameras

Mini-Size Front, rear and stairs 3 Cameras Mini-Size Adaptable Front, rear and stairs 3 Cameras


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. Under no circumstances shall any student or Monitor be required or permitted to stand or sit on the floor while the vehicle is in motion. Overload conditions must be reported to the Consortium immediately. 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 will be replaced based on the warranty card month expiration date. Vehicles used in the provision of all transportation services, including spare vehicles, shall conform to the following maximum age specifications as at August 1st in each year:

a. Full-Size and Full-Size Adapt vehicles with passenger seating capacity of 49 to 72 will have a maximum age of 12 years.

b. Mini- Size and Mini-Size Adapt vehicles with passenger seating capacity of 16 to 24 will have a maximum age of 10 years.

c. Mini-vans with passenger seating capacity of 6 to 8 will have a maximum age of 8 years.

Vintage benchmarks will be based on vehicle warranty date of manufacture. The Consortium may allow for the provision of older vehicles that otherwise comply with the requirements of this Agreement and Ministry of Transportation’s standards and mechanical operations of a school bus. Upon receipt of a written request from the Operator, the Consortium may complete a visual inspection, and assess if approval for the exception will be provided to the Operator. In all cases, older vehicles are considered as a temporary measure. There is no average age of fleet requirement in this Agreement; however, it remains an important metric of the Consortium. Operators are required to calculate the average age of fleet, by vehicle class annually, and will act as a metric for discussion between the Operator and Consortium over the term of the Agreement. 9.4 Vehicle Characteristics

a. 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, when engaged.

b. Children 12 years of age or younger will not ride in the front seat in any passenger vehicle.

c. Mini-vans must have snow season tires installed from November 15th to April 15th

annually.


d. All school buses must be equipped with a back-up alarm, a mechanical crossing gate as

well as convex mirrors both at the left and right side of the vehicle.

e. Upon request of the Consortium, the Operator shall provide a vehicle equipped with climate control, and have a spare vehicle with same. Compensation for a climate control vehicle requested by the Consortium will be at a rate of $25 per school day in addition to the regular Base Rate of that class of vehicle.

9.5 Vehicle Communications

a. 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 vehicle Routes.

b. The Operator shall maintain office level staffing sufficient on all school days to cover all

priorities during scheduled vehicle Route times, including but not limited to: being responsive to Driver needs, critical safety issues that arise, time-sensitive service issues that arise and to be responsive to Consortium and parent urgent matters.

9.6 Ministry of Transportation Annual Inspection Certificate The Operator shall not operate any vehicle, when applicable, for the transportation of students, which it 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. 9.7 Maintaining log books 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 in the provision of transportation services and all vehicles shall be kept clean throughout and in good repair at all times. Such log books, or electronic equivalent, shall be subject to inspection by the Consortium on request. The Operator and its Drivers shall comply with the Hours of Service Legislation Regulation 555/06 as required by the Ministry of Transportation. Daily Log Sheets, or electronic equivalent, shall be kept on file and shall be subject to inspection by the Consortium on request. 9.8 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 have an out of service defect as defined by the Ministry of Transportation or any other defect which may find the vehicle 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 under the terms of this Agreement. Any vehicle determined to be unsafe or unsatisfactory shall not be used to provide services under this Agreement until the repairs are made and a certificate of mechanical fitness is delivered by the Operator to the Consortium. 9.9 Failure to Comply with Articles 9.6, 9.7 and 9.8 Notwithstanding 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. 9.10 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). 9.11 Additional Requirements In addition to all statutory and previously mentioned requirements, all of the Operator’s school buses shall be required to meet any reasonable additional design and construction standards stipulated by the Consortium. The Consortium shall have the right, in its sole discretion and without liability for any losses arising therefrom, to require that any particular vehicle be removed from service under this Agreement owing to its age or physical and mechanical condition. The Operator must provide any third-party, and/ or their contractor(s), reasonable access to the school buses operated under this Agreement, during downtime including nights and weekends as required, for the installation and maintenance of hardware, software and/or any other technology required by the Consortium. 9.12 Additional School bus equipment in case of breakdowns or delays The percentage of spare buses required is at the discretion of the Operator, and based on well-d

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