FRAMEWORK AGREEMENT ROUTE AGREEMENT NO: QC0015 NO: QC43402

ROUTE: 428

ROUTE AGREEMENT

THIS ROUTE AGREEMENT is dated the FIFTEENTH day of JANUARY 2014.

BETWEEN

(1) LONDON BUS SERVICES LIMITED (and its successors in title) whose registered office is at Windsor House, 42 – 50 Victoria Street, London SW1H 0TL (the “Corporation”);

and

(2) THAMESIDE LIMITED of company number 2005266 and whose registered office is at 1 Admiral Way, Doxford International Business Park, Sunderland, Tyne & Wear SR3 3XP (the “Operator”).

RECITALS:

The Parties have entered into a Framework Agreement by which they have agreed that whenever the Parties enter into a Route Agreement for the provision of bus services by the Operator which is expressed to be pursuant to the Framework Agreement, Annex B and Annex C of the Framework Agreement shall apply to the Route Agreement as if they were incorporated into the Route Agreement.

IT IS AGREED AS FOLLOWS:

1. This is an agreement entered into pursuant to the Framework Agreement for the provision of bus services by the Operator on the terms and conditions set out herein.

2. This Route Agreement includes this Agreement together with the Schedules hereto (and any documents referred to therein) and the terms, conditions and Schedules set out in Annex B and Annex C of the Framework Agreement, except in so far as they may be varied by Schedule IC to this Route Agreement, provided that only Part 1 of Annex C shall be legally binding and all other documents contained in Annex C are for guidance and information only.

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3. The Corporation reserves the right at any time to make any changes to all or any part of Annex C provided that in relation to Part 1 only, the Corporation shall comply with any express conditions which may be set out in the Route Agreement relating to such changes.

4. Wherever Annex B of the Framework Agreement indicates that a Schedule is completed individually in respect of each Route Agreement such Schedules are attached hereto.

5. This Route Agreement commenced on 8 August 2013 and the Services shall commence on 25 January 2014 (the "Commencement Date"). This Route Agreement shall continue in force until 25 January 2019 (the "Initial Expiry Date") unless it is extended in accordance with the provisions of clause 2 of Annex B of the Framework Agreement to 22 January 2021 (the "Extended Expiry Date") or unless earlier terminated in accordance with the provisions of the Framework Agreement or this Route Agreement.

Signed on behalf of the Signed on behalf of the Corporation by Operator by:

Signature: ______Signature: ______

Name: MIKE WESTON Name: ______

Position: DIRECTOR OF BUSES Position: ______LONDON BUS SERVICES LIMITED

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FRAMEWORK AGREEMENT ROUTE AGREEMENT NO: QC0015 NO: QC43402

ROUTE: 428

SCHEDULE I

ROUTE REQUIREMENTS AND ROUTE DESCRIPTION

This Schedule comprises the following:

Schedule IA – Route Requirements and Route Description

Schedule IB – Working Timetable, Peak Vehicle Requirements and Scheduled In Service Mileage

Schedule IC – Special Conditions and Variations from Annex B Terms and Conditions

Schedule ID – Minimum Performance Standards

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FRAMEWORK AGREEMENT ROUTE AGREEMENT NO: QC0015 NO: QC43402

ROUTE: 428

SCHEDULE IA

ROUTE REQUIREMENTS AND ROUTE DESCRIPTION

PART 1 – ROUTE REQUIREMENTS

1. Terminal Points

Route number 428 shall operate in accordance with the Working Timetable contained in Schedule IB and the Public Timetable in Schedule IA Part 2.

2. Stopping Arrangements

All buses operating on the Services must serve all stops on the line of route designated for the route.

Drivers must pick up/set down at all bus stops where passengers wish to board and/or alight. If a driver is certain no passengers wish to board or alight, they may continue. If the driver is in any doubt, they must stop.

3. Garage Address

The operation of this route will be managed from the Operator’s garage as detailed below:

Garage Address: Garage Central Road Dartford Kent DA1 5BG

4. Layovers

The Working Timetable incorporates scheduled running times and layover times considered necessary by the Operator to enable the Services to be operated to at least the Minimum Performance Standards set out in Schedule ID.

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FRAMEWORK AGREEMENT ROUTE AGREEMENT NO: QC0015 NO: QC43402

ROUTE: 428

SCHEDULE IA

ROUTE REQUIREMENTS AND ROUTE DESCRIPTION

PART 2 – ROUTE DESCRIPTION

1. Route Description –

As detailed on the attached Route Description.

2. Public Timetable –

Due to the widespread use of Stop Specific Timetables (SSTT), Public Timetables are no longer being issued.

3. Registration

The Operator shall register the operation of the Service between Bluewater Bus Station and the Kent County Boundary at the junction of Crayford Road and Whitehill Road and any variation to the Services with the Traffic Commissioner for the South Eastern and Metropolitan Traffic Area 56 days before the operation commences.

Copies of the registration should be sent to:

Local Bus Planner Transport Integration Kent County Council Gibson Drive, Kings Hill West Malling Kent ME19 4QG

and to: Peter Nicholls (Licensing Manager) TfL Surface Transport 11th Floor, Zone G9 Palestra 197 Blackfriars Road London SE1 8NJ

The Operator shall be responsible for all costs and expenses incurred in relation to the registration of the Services.

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LONDON BUSES - ROUTE DESCRIPTION

ROUTE 428: Erith, Bexley Road – Bluewater, Shopping Centre

Date of Structural Change: 25 January 2014.

Date of Service Change: 25 January 2014.

Reason for Issue: New Contract.

STREETS TRAVERSED

Towards Bluewater, Shopping Centre: Bexley Road, Queens Road, South Road, Northend Road, Bridge Road, Whitehall Lane, Howbury Lane, Thames Road, Crayford Way, Crayford Road, Dartford Road, West Hill, Highfield Road North, Westgate Road, Home Gardens, East Hill, The Brent, Watling Street, Wood Road, Private Road In Darent Valley Hospital Grounds, Darenth Wood Road, Watling Street, Bean Lane, St Clements Way, Bluewater Parkway, Lime Tree Avenue, Bluewater Access Road, Bluewater Bus Station.

Towards Erith, Bexley Road: Bluewater Bus Station, Bluewater Access Road, Bluewater Parkway, St Clements Way, St Clements Way Slip Road, Watling Street, Darenth Wood Road, Private Road In Darent Valley Hospital Grounds, Darenth Wood Road, Watling Street, The Brent, East Hill, Overy Liberty, Dartford High Street, Market Street, Market Street (North Side), Market Street, Lowfield Street, Instone Road, Highfield Road, West Hill, Dartford Road, Crayford Road, Roman Way, London Road, Crayford Way, Thames Road, Howbury Lane, Whitehall Lane, Bridge Road, Northend Road, Perry Street Roundabout, Northend Road, South Road, Queens Road, James Watt Way, Erith High Street, Pier Road, Colebrook Street, Wharfside Close, Bexley Road.

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AUTHORISED STANDS, CURTAILMENT POINTS, & BLIND DESCRIPTIONS

Please note that only stands, curtailment points, & blind descriptions as detailed in this contractual document may be used.

ERITH, BEXLEY ROAD

Private stand for up to 3 buses in lay-bay on south side of Bexley Road commencing level with steps to Shopping Centre and extending approximately 30 metres eastwards. Buses proceed from Bexley Road direct to stand, departing to Bexley Road. Set down in Bexley Road, at Alighting Point (BP2250 - Erith Town Centre / Riverside, Last Stop on LOR: BP2250 - Erith Town Centre / Riverside) and pick up in Bexley Road, at Stop G (BP2114 - Erith Town Centre / Cross Street, First Stop on LOR: BP2114 - Erith Town Centre / Cross Street).

AVAILABILITY: At any time. OPERATING RESTRICTIONS: No more than 2 buses on Route 428 should be scheduled to stand at any one time. MEAL RELIEFS: No meal relief vehicles to stand at any time. FERRY VEHICLES: No ferry vehicles to park on stand at any time. BLIND DISPLAY: Erith.

SLADE GREEN (from BLUEWATER, SHOPPING CENTRE)

Buses proceed from Howbury Lane via Whitehall Lane, Bridge Road, Northend Road and Perry Street Roundabout departing to Thames Road. Set down in Howbury Lane, at Stop C (21598 - Howbury Lane / Slade Green Station, Last Stop on LOR: 21598 - Howbury Lane / Slade Green Station) and pick up in Thames Road (21601 - Shearwood Crescent, First Stop on LOR: 21601 - Shearwood Crescent).

AVAILABILITY: At any time. OPERATING RESTRICTIONS: Turning Point Only - Buses must not stand BLIND DISPLAY: Slade Green.

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CRAYFORD, ROMAN WAY (from Erith, Bexley Road)

Public stand for one bus on south east side of Roman Way (formerly Stadium Road), in rear of bay alongside Sainsbury's car park, commencing at a point 85 metres south west of the centre line of Crayford Road. Buses proceed from Roman Way direct to stand, departing to Roman Way. Set down in Roman Way, at Alighting Point (R0075 - Crayford Bridge / Sainsbury's and pick up in Roman Way, at Stop N (37371 - Crayford Bridge / Sainsbury's, First Stop on LOR: 37371 - Crayford Bridge / Sainsbury's).

AVAILABILITY: At any time. OPERATING RESTRICTIONS: Unscheduled curtailments only. MEAL RELIEFS: No meal relief vehicles to stand at any time. FERRY VEHICLES: No ferry vehicles to park on stand at any time. BLIND DISPLAY: Crayford.

CRAYFORD, ROMAN WAY (from BLUEWATER, SHOPPING CENTRE)

Public stand for one bus on south east side of Roman Way (formerly Stadium Road), in rear of bay alongside Sainsbury's car park, commencing at a point 85 metres south west of the centre line of Crayford Road. Buses proceed from Roman Way direct to stand, departing via Roman Way and London Road to Crayford Road. Set down in Roman Way (R0075 - Crayford Bridge / Sainsbury's, Last Stop on LOR: 37371 - Crayford Bridge / Sainsbury's) and pick up in Crayford Road, at Stop D (28236 - Crayford Bridge, First Stop on LOR: 28236 - Crayford Bridge).

AVAILABILITY: At any time. OPERATING RESTRICTIONS: Unscheduled curtailments only MEAL RELIEFS: No meal relief vehicles to stand at any time. FERRY VEHICLES: No ferry vehicles to park on stand at any time. BLIND DISPLAY: Crayford.

DARTFORD, HOME GARDENS (from Erith, Bexley Road)

Public stand for one bus on north side of Home Gardens, between bus stops C and D. Buses proceed from Home Gardens direct to stand, departing via Home Gardens, East Hill, Dartford High Street and Market Street to Market Street (North Side). Set down in Home Gardens, at Stop D (BP3355 - Dartford Station #, Last Stop on LOR: BP3355 - Dartford Station #) and pick up in Market Street (north Side), at Stop L (BP3354 - Market Street, First Stop on LOR: BP3354 - Market Street).

AVAILABILITY: At any time. OPERATING RESTRICTIONS: Unscheduled curtailments only. MEAL RELIEFS: No meal relief vehicles to stand at any time. FERRY VEHICLES: No ferry vehicles to park on stand at any time. BLIND DISPLAY: Dartford.

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DARTFORD, INSTONE ROAD (from BLUEWATER, SHOPPING CENTRE)

Buses proceed from Instone Road via Highfield Road, Highfield Road North and Westgate Road departing to Home Gardens. Set down in Instone Road, at Stop R (BP3357 - Instone Road, Last Stop on LOR: BP3357 - Instone Road) and pick up in Home Gardens, at Stop D (BP3355 - Dartford Station #, First Stop on LOR: BP3355 - Dartford Station #).

AVAILABILITY: At any time. OPERATING RESTRICTIONS: Turning Point Only - Buses must not stand BLIND DISPLAY: Dartford.

DARENTH VALLEY HOSPITAL (from Erith, Bexley Road)

Buses proceed from Private Road In Darent Valley Hospital Grounds departing to Private Road In Darent Valley Hospital Grounds. Set down in Private Road In Darent Valley Hospital Grounds (OC738 - Darent Valley Hospital, Last Stop on LOR: OC738 - Darent Valley Hospital) and pick up in Private Road In Darent Valley Hospital Grounds (OC739 - Darent Valley Hospital, First Stop on LOR: OC739 - Darent Valley Hospital).

AVAILABILITY: At any time. OPERATING RESTRICTIONS: Turning Point Only - Buses must not stand BLIND DISPLAY: Darenth Valley Hospital.

BLUEWATER BUS STATION

Private stand for eight buses shared with Kent County Council and Arriva commercial services in centre of bus station in Bluewater Bus Station. Buses proceed from Bluewater Bus Station direct to stand, departing to Bluewater Bus Station. Set down in Bluewater Bus Station, at Stop 7 (OC741 - Bluewater Shopping Centre, Last Stop on LOR: OC741 - Bluewater Shopping Centre) and pick up in Bluewater Bus Station, at Stop 9 (OC737 - Bluewater Shopping Centre, First Stop on LOR: OC737 - Bluewater Shopping Centre).

AVAILABILITY: At any time. OPERATING RESTRICTIONS: No more than 2 buses on Route 428 should be scheduled to stand at any one time. MEAL RELIEFS: No meal relief vehicles to stand at any time. FERRY VEHICLES: No ferry vehicles to park on stand at any time. BLIND DISPLAY: Bluewater.

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FRAMEWORK AGREEMENT ROUTE AGREEMENT NO: QC0015 NO: QC43402

ROUTE: 428

SCHEDULE IB

WORKING TIMETABLE, PEAK VEHICLE REQUIREMENTS, AND SCHEDULED IN SERVICE MILEAGE

The following quantities of vehicles shall be used to operate the Services and constitute the “Peak Vehicle Requirement” (PVR) by day type and time of day in respect of the Services

Working Timetable Number of Vehicles In Service Daily Scheduled Number Scheduled in In Service Miles of Days Service Mileage Reference Effective Vehicle AM Midday PM Evening Per Day Days Days No. Date Type** PVR PVR PVR PVR Mondays to 428-31916- 27/01/14 A 8 7 8 3 1,304.22 195 254,322.90 Fridays (SDO) MFSc-KE-1-2 Mondays to 428-31916- 17/02/14 A 8 7 8 3 1,296.64 55 71,315.20 Fridays (NSD) MFHo-KE-1-1 Saturdays & 428-31916- 25/01/14 A N/A 8 N/A 3 1,245.61 56 69,754.16 Good Friday Sa-KE-1-2 Sundays & 428-31916- 26/01/14 A N/A 4 N/A 3 719.61 58 41,737.38 Public Holidays* Su-KE-1-2 Total Scheduled 364 437,129.64 In Service Mileage * Excluding Christmas Day and Good Friday

** See Schedule IIA Part 1

The AM PVR is the maximum quantity of vehicles in service between 07.00 hours and 09.30 hours on Mondays to Fridays.

The PM PVR is the maximum quantity of vehicles in service between 16.00 hours and 18.30 hours on Mondays to Fridays.

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FRAMEWORK AGREEMENT ROUTE AGREEMENT NO: QC0015 NO: QC43402

ROUTE: 428

SCHEDULE IC

SPECIAL CONDITIONS AND VARIATIONS FROM ANNEX B TERMS AND CONDITIONS

1. Early Termination Date 27 January 2017 (clause 27.9)

2. Sponsored Route No (clause 27.10)

3. Multiple Termination Yes Clause 27.11 to apply

The following agreements will be subject to multiple QC43403 (Route B15) termination:

4. Is the Operator permitted to accept advertising on Yes the vehicles? (clause 20 of Annex B)

5. Incentive Provisions – Do the Incentive Provisions Yes apply? (clause 46)

6. Spare Vehicle – The Operator shall ensure that the 1 following number of spare vehicles, which are specified in Schedule IIA Part 1, are available for the provision of the Services.

7. Existing Vehicles – The Operator shall ensure that the vehicles entering service on this route undergo refurbishment to the December 2010 Refurbishment Specification prior to entering service.

8. Route Risk Assessment – The Corporation acknowledges that from commencement of this Route Agreement the existing Route Risk Assessment pertaining to route 428 will apply, however please submit any updates as soon as is practicable.

9. QSI Monitoring – From the Commencement Date of this Route Agreement QSI Monitoring will be based on full iBus data.

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FRAMEWORK AGREEMENT ROUTE AGREEMENT NO: QC0015 NO: QC43402

ROUTE: 428

SCHEDULE ID

MINIMUM PERFORMANCE STANDARDS AND QSI THRESHOLD

Minimum Operated Mileage Standard 98%

Route Categorisation Low Frequency Route

Initial Minimum Performance Standard 85.8% “On-Time” (1 April 2014 to 2 January 2015)

Minimum Performance Standard 86.0% “On-Time”

Method of monitoring QSI Performance Full iBus

QSI Coverage Locations See attached list of Full iBus QSI Locations

QSI Threshold 90.0% “On-Time”

Extension Assessment Period Quarter 3 Of Financial Year 2016/17 To Quarter 2 Of Financial Year 2017/18

24 – Hour Services Will QSI Performance for the day-service only be used for calculating Performance Not Applicable Payments and assessing Contract Extension Criteria.

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FRAMEWORK AGREEMENT ROUTE AGREEMENT NO: QC0015 NO: QC43402

ROUTE: 428

SCHEDULE ID - ATTACHMENT

OUT DIRECTION BACK DIRECTION

Timing Timing Point Code Stop Name Point Code Stop Name ERITBR Erith Town Centre / BLUEBS Bluewater Shopping Cross Street Centre

SLDGHL Whitehall Lane / DRNVHP Darent Valley Hospital Slade Green Station DARTMS Market Street

CRAYJF The Jolly Farmers Open CRAYSY Crayford Bridge / Space Sainsbury’s

CRAYPO Crayford Bridge CRAYJF Mill Place

DARTHG Dartford Station SLDGHL Dale View

DRNVHP Darent Valley Hospital NORDEA Eversley Avenue

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FRAMEWORK AGREEMENT ROUTE AGREEMENT NO: QC0015 NO: QC43402

ROUTE: 428

SCHEDULE IIA

VEHICLE SPECIFICATION

This Schedule comprises the following:

Part 1 Vehicle Description

Part 2 No longer used

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FRAMEWORK AGREEMENT ROUTE AGREEMENT NO: QC0015 NO: QC43402

ROUTE: 428

SCHEDULE IIA

PART 1 - VEHICLE DESCRIPTION

The vehicles approved for use in the Services shall be

Vehicle Type A Chassis Manufacturer and Type ADL Enviro 200

Body Manufacturer and Type ADL Enviro 200

Single or Double Deck Single Deck

Upper Deck Air Cooling System Not Applicable

Minimum Seating Capacity 29 + 1 Wheelchair

Maximum Standing Capacity 28

Maximum Length 10,700mm

Maximum Width 2,400mm

Number of Doors Two

Year of Manufacture 2008

Engine Type (Including Euro Euro IV Rating)

Notes:

Where appropriate the utilisation of the respective Vehicle Types is shown in Schedule IB.

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FRAMEWORK AGREEMENT ROUTE AGREEMENT NO: QC0015 NO: QC43402

ROUTE: 428

SCHEDULE IIIA

FARE CHART

The Fare chart relating to this Route Agreement will be provided by the Corporation prior to the Commencement Date and from time to time during the life of the Route Agreement.

In accordance with Schedule II of the Route Agreement, a current fare chart shall be displayed or be available for inspection by members of the public on each vehicle used to operate the Services.

The Operator’s obligations in respect of fare collection arrangements, ticket checking and inspection remain unchanged.

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FRAMEWORK AGREEMENT ROUTE AGREEMENT NO: QC0015 NO: QC43402

ROUTE: 428

VERSION NO: 00

EFFECTIVE DATE: 25 JANUARY 2014

SCHEDULE IVA

CONTRACT PRICE AND OTHER FINANCIAL DETAILS

1. Contract Price £ 1,690,353.00 per annum

2. Period Contract Payment £ 130,027.15

3. Scheduled In Service Mileage 437,129.64 miles p.a.

4. Deduction Figure £ 3.87 per mile

5. Date of Tender 11 February 2013

6. Contract Price Adjustment – The basis upon which the Contract Price shall be adjusted is as set out in paragraph 9.2 of Schedule IVB.

7. The Payment Year commences on the first day of Payment Period 11 (Quarter 4), and ends on the last day of Payment Period 10 (Quarter 3), save where the Initial Payment Year applies.

8. Notwithstanding the provisions of paragraph 2.3 of Schedule IVD of the Framework Agreement, the Initial Payment Year shall be from 1 April 2014 (Payment Period 1, Quarter 1) to 2 January 2015 (Payment Period 10, Quarter 3).

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