THE CORPORATION OF LOYALIST TOWNSHIP BY-LAW NO

THE CORPORATION OF LOYALIST TOWNSHIP BY-LAW NO. 2014-062 A BY-LAW TO AUTHORIZE THE EXECUTION OF AN AGREEMENT WITH THE CORPORATION OF THE CITY OF KINGSTON FOR AN URBAN PUBLIC TRANSIT SERVICE IN LOYALIST TOWNSHIP WHEREAS the Municipal Act, 2001, Part II, Section 8 provides a municipality with the capacity, rights, powers and privileges of a natural person for the purposes of exercising its authority under this or any other Act; AND WHEREAS The Corporation of Loyalist Township and The Corporation of the City of Kingston had a previous transit agreement, authorized by Loyalist Township By-law 2007-65 and expiring on May 31, 2013; AND WHEREAS the Council of Loyalist Township authorized Loyalist Township staff to negotiate a multiyear contract with the City of Kingston for the provision of transit service at the May 6, 2013 Administration Meeting; AND WHEREAS the Council of The Corporation of Loyalist Township deems it desirable to enter into a new agreement with The Corporation of the City of Kingston to provide an urban public transit service in Loyalist Township; NOW THEREFORE The Corporation of Loyalist Township enacts as follows: 1. That The Corporation of Loyalist Township enter into an agreement with The Corporation of the City of Kingston in the general form and content as Schedule "A" attached hereto. 2. That the Mayor and the Chief Administrative Officer be and they are hereby authorized to execute such agreement on behalf of The Corporation of Loyalist Township. 3. In the event of a conflict between the provisions of this by-law and any other by-law of the municipality, the provisions of this by-law shall prevail. 4. This by-law shall come into force and take effect on the date of its passing. ENACTED AND PASSED THIS 25TH DAY OF August, 2014 MAYOR CLERK

Schedule A to By-Law 2014-062 THIS AGREEMENT made this day of, 200~. B E T W E E N: THE CORPORATION OF THE CITY OF KINGSTON Hereinafter known as "the City" OF THE FIRST PART - and - THE CORPORATION OF LOYALIST TOWNSHIP Hereinafter known as "the Township OF THE SECOND PART WHEREAS The Council of the City of Kingston December 3, 2013 approved the recommendations of Report 14-018 relating to providing Transit service to Loyalist Township were approved; AND WHEREAS The Council of the Township of Loyalist authorized Loyalist Township staff to negotiate a multiyear contract with the City of Kingston for the provision of transit service at their Administrative Meeting on May 6, 2013; THEREFORE the City agrees to provide a conventional transit service to the Township in accordance with the terms and conditions set out in hereafter. 1. The City shall supply the conventional transit services ( the Services ) to the Township in a diligent, timely, and professional manner, using qualified staff, in accordance with the terms set out herein. 2. The Services include: a. all vehicles, equipment, and buildings required to provide the service; b. salaries, wages, benefits of all bus operators, maintenance staff, and other support staff required; c. fuel; d. insurance; e. the inclusion of the conventional transit service in the route maps, timetables, or other printed materials distributed by the City of Kingston; f. the management of customer complaints at the City s customer service centre during regular business hours; those hours determined at the sole discretion of the City. 3. The Services do not include: a. any capital costs associated with bus stop construction or maintenance in Loyalist Township; and b. the installation, construction, removal, or maintenance of any bus stop facilities including signs and bus shelters in Loyalist Township. 4. a. This agreement shall commence on January 1, 2014 and terminate on December 31, 2019, unless terminated in accordance with the provisions of the agreement. The

2 agreement may be extended for an additional 5-year period commencing January 1, 2020 and terminating December 31, 2025 at the mutual agreement of both parties. The parties must agree to extend the agreement for the additional 5-year period in writing no later than June 30, 2019. b. The contract may be terminated by either party on September 1 of each year by providing written notice no later than May 30 of the same year. c. If the term expires and the parties have not executed a new agreement, this agreement shall continue in full force and effect until terminated in accordance with the provisions of this agreement or a new agreement has been executed. 5. The Township shall pay operating costs and capital costs to the City for the services as follows: a. i. The Township will pay the City an hourly rate, rounded to the closest 5-minute increment, for the hours of operation directly attributed to the operation of the conventional transit service in this agreement. The hours of operation shall include: A. Revenue Passenger Service Hours: Vehicle hours operated in regular passenger revenue scheduled service. B. Layover Hours: Vehicle hours operated by active revenue vehicles for time allocated between trips at terminals, including breaks, in regular passenger service. C. Deadhead Hours: Vehicle hours operated by active revenue vehicles of non-revenue service required to operate regular passenger service. D. Garage In/Out Hours: Vehicle hours operated by active revenue vehicles to and from the garage(s) for regular passenger service. ii. iii. The hourly rate effective January 1, 2014 is $85/hour + any applicable taxes. The hourly rate will be adjusted annually based on the Consumer Price Index (All Items - Ontario). The adjustment will be made January 1 of each year of the agreement effective January 1, 2015. The City will invoice the Township on a monthly basis for operating costs based on actual hours of operation provided in the previous month. Loyalist Township shall make payment within 30 days of being invoiced. b. i. The Township will pay the City annually for capital costs attributed to the purchase and replacement costs of two (2) full size urban transit buses required to operate the service described in this agreement. This payment does not give the Township any rights of ownership to any City of Kingston assets. ii. iii. iv. The annual capital cost effective January 1, 2014 is $85000 annually + any applicable taxes. The annual capital cost will be adjusted annually based on the Consumer Price Index (All Items - Ontario). The adjustment will be made January 1 of each year of the agreement effective January 1, 2015. It is understood that if a change in the level of service results in an increase or decrease in the number of buses required to provide the service during the life of this agreement, the capital cost would be increased or reduced accordingly based upon the number of peak buses required to provide the service. The City will invoice the Township monthly for capital costs. Loyalist Township shall make payment within 30 days of being invoiced.

3 c. Any applicable taxes for the Services shall be charged separately to the Township by the City. 6. a. Loyalist Township shall receive from the City all revenues collected directly arising from the provision of the transit services in this agreement as follows: i. all cash fares collected ii. iii. iv. all multi-ride fares collected, excluding transfers. all monthly pass revenue except transfers calculated as follows: (total monthly pass rides on transit service provided in this agreement/total monthly pass rides on complete Kingston Transit network) *(total monthly pass revenue collected) all revenue related to university and college usage pursuant to agreements between the City and such institutions except transfers calculated as follows: (total university/college rides on transit service provided in this agreement/total university/college pass rides on complete Kingston Transit network) *(total university/college revenue collected) ; and v. that proportion of revenue collected from advertising affixed to Transit buses calculated as follows: (peak number of buses used to provide transit service in this agreement/total number of buses in entire Kingston Transit fleet) * (advertising revenue collected). b. Payments to the Township from the City under this section shall be reconciled and paid as follows: i. cash fares and multi-ride fares will be reconciled monthly and payment forwarded to Loyalist Township within 90 days of the end of each month; ii. iii. monthly passes, university/college passes, and bus advertising will be reconciled annually and paid to the Township within 90 days of the end of the year; and reconciliation of payments under this section shall include any applicable taxes. 7. The City shall apply use the same transit fare structure and fare policies as the City during the term including any changes to the fare structure that may occur during the life of this agreement. The City will provide 90 days written notice to the Township prior to the implementation date of changes to fare structure or fare policies. 8. The Services shall be provided in accordance with the following: a. effective January 1, 2014 the Service will be provided in accordance with the service schedule and route map according attached as Schedule A; b. planned changes to the Service provided for in this agreement shall only be adjusted in September of each year. Any requests by the Township for changes to levels of service in September of any year must be delivered to the City in writing no later than May 31 of the same year. c. the Township may request changes to service levels at other times. Those requests will be given due consideration and will not be unreasonably withheld by the City. d. the City reserves the right to approve any changes to transit levels of service requested by the Township.

4 e. the Township agrees that service will be provided on Holidays at the same service level that the City provides on Holidays. (i.e. If the City of Kingston provides a regular level of service on a holiday, Loyalist Township agrees to provide a regular level of service on a holiday. If the City of Kingston provides a Sunday level of service on a holiday, Loyalist Township agrees to provide a Sunday level of service on a holiday.) 9. The City will make available, upon request, ridership data pertaining to the conventional transit service described in this agreement. 10. The failure of the City to provide service for reasons that constitute Force Majeure does not constitute a failure of the terms and conditions of the contract. 12. The City shall provide the services as an independent contractor and shall not be deemed to be otherwise obliged to the Township for any purpose in any way. 13. Unless otherwise agreed to in writing by an authorized official, the City shall not sub contract or permit the sub-contracting of any portion of the Services to any other individuals, firms or corporations at any time. 14. The parties shall: a. designate in writing a representative to have authority to transmit instructions to and receive information; and b. immediately notify the other party immediately upon becoming aware of any defect or deficiency in the Services or the performance of any obligations under this agreement. 15. Any notice, request, demand, consent, approval, correspondence, report or other communication required pursuant to or permitted under this Agreement must be in writing and must be given by personal delivery, or transmitted by fax, email or other electronic medium that provides a hard copy, or be sent by first class mail, postage or charges prepaid, and addressed to the party to whom it is intended at its address as set out below: To the City: Jeremy DaCosta, Manager, Kingston Transit City of Kingston 216 Ontario Street Kingston, ON K7L 2Z3 To the Township: Mr. David MacPherson Transportation and Solid Waste Manager The Corporation of Loyalist Township P.O. Box 70, 263 Main Street Odessa, ON K0H 2H0 Any such notice shall be deemed to be received, if personally delivered or sent by fax, email or other electronic medium, on the day it is sent and if such notice is sent by first class mail it shall be deemed to have been received on the date that is five (5) days after the date of mailing.

5 16. No amendment to the Agreement shall be binding unless it is incorporated into the Agreement by written amendment executed by the authorized representatives of the parties. 17. The parties shall: a. comply will all laws applicable to the performance of Services; b. carry out the Services work in a diligent and efficient manner; and c. participate in the administration of the Services in a cooperative manner. 18. The Agreement shall not be assigned, in whole or in part, without the prior consent in writing of the parties and any purported assignment made without that consent is void and of no effect. 19. The parties agrees to take out and maintain for the term of this Agreement sufficient Commercial General Liability and Motor Vehicle Liability Insurance Coverage as is prudent and agreed to by the parties. 20. Each party shall indemnify and save the other harmless from and against all claims, losses, damages, costs, expenses, including investigatory and legal expenses, and other actions claimed to be caused by or attributable to any willful or negligent act, omission, delay, or allegations thereof of the indemnifying party related in any way to the Services provided pursuant to this Agreement except to the degree that the claimed willful or negligent act, omission, delay, or allegations thereof was done by or relates to the party being indemnified. This provision shall survive the termination of this Agreement. 21. The parties shall a. protect all employees engaged pursuant to this agreement under the provisions of the Workplace Safety and Insurance Act, 1997, S.O. 1997, c. 16, Sched. A, as amended or superseded; and b. ensure that its employees are properly instructed and trained and work safely and are in full compliance with the Occupational Health and Safety Act, R.S.O. 1990, c. O.1 as amended or superseded and with standards appropriate to the prudent provision of the Services. 22. Any condoning, excusing or overlooking by a party of any default, breach or non-observance by the other party of any covenant, proviso or condition herein contained does not operate as a waiver of the party s rights hereunder in respect of subsequent defaults, breaches or nonobservances and does not defeat or affect in any way the rights of the party herein in respect of any subsequent defaults or breaches. 23. Neither party shall have a claim for damages, compensation, loss of profit, allowance or otherwise by reason of, or directly or indirectly arising out of, any termination notice given by the other party, except to the extent that this Agreement expressly provides. The parties shall reconcile and pay all outstanding amounts pursuant to section 5 and 6 above to the date of termination upon termination notice being given or expiry of this Agreement or as otherwise owning according to the terms set out herein. 24. All of the parties representations and warranties set out in this Agreement as well as the provisions concerning indemnity against third party claims, shall survive the expiry of this Agreement or the termination of the Agreement for default, for convenience or by mutual consent, as shall any other provision of the Agreement which, by the nature of the right or obligations set out therein, might reasonably be expected to be intended to so survive. Where conflict exists between this Agreement and any other previous document related to this

6 contract, the terms of this Agreement shall apply whether the other documents are incorporated by reference or not. 25. The Agreement constitutes the entire and sole Agreement between the parties with respect to the subject matter of the Agreement and supersedes all previous negotiations, communications and other agreements, whether written or oral, relating to it, unless they are incorporated by reference in the Agreement. There are no terms, covenants, representations, statements or conditions binding on the parties other than those contained in the Agreement. 34. This Agreement shall be construed and governed in accordance with the laws of the Province of Ontario. 35. This Agreement shall be binding upon and enure to the benefit of the parties and their respective successors and assigns. IN WITNESS WHEREOF the parties hereto have hereunto set their hands and seals as duly attested to by the hands of their proper signing officers authorized in that behalf. SIGNED, SEALED AND DELIVERED ) THE COPORATION OF LOYALIST TOWNSHIP in the presence of ) Per: ) ) ) Name: ) Position: ) ) Name We have the authority to ) Position bind the Corporation ) ) THE CORPORATION OF THE CITY OF KINGSTON ) Per: ) ) ) Mark Gerretsen, Mayor ) ) ) ) John Bolognone, City Clerk )

7 SCHEDULE A Route Map January 1, 2014 Route Timetable January 1, 2014

Route Map January 1, 2014

Route Timetable January 1, 2014 9