January 28, 2020 Page 1 of 96 8 d - CC County Council Meeting Date: JANUARY 28, 2020 Submitted by: CINDY HOWARD, GM FINANCE AND COMMUNITY SERVICES AND MORGAN CALVERT, DIRECTOR ITS SUBJECT: COMMUNITY TRANSPORTATION SERVICE OPERATOR AND SERVICE AGREEMENT BACKGROUND: On April 30, 2018, Middlesex County received a letter confirming our eligibility for funding for the Intercommunity Bus project up to $1,500,000. A letter was also received on January 30, 2019 confirming that the Government of Ontario would support the County through the advancement of the municipal stream of the Community Transportation Grant Program. The Community Transportation Grant Program Transfer Payment Agreement was received on July 4, 2019. On July 16, 2019, Middlesex County Council approved the Community Transportation Grant Program Transfer Payment Agreement for the implementation of a microtransit service connecting the communities of Thames Centre with Woodstock and London. On August 13, 2019 the Transfer Payment Agreement was signed by the Province. ANALYSIS: In accordance with section A5.1 Acquisition, of the Transfer Payment Agreement: “If the Recipient acquires goods or services, or both, with the Funds, it will: a) Do so through a process that promotes the best value for money; and b) Comply with the Broader Public Sector Accountability Act, 2010 (Ontario) including any procurement directive issued thereunder, to the extent applicable.” Middlesex County released an Expression of Interest – Middlesex County Community Transportation Project (as attached), which was used to collect and evaluate responses from service operators for the potential provision of a micro-transit service that will link January 28, 2020 Page 2 of 96 8 d - CC communities in the Municipality of Thames Centre with Woodstock and London. The micro-transit system will offer a fixed-route and fixed-schedule transit service which will provide two routes: 1) between Thames Centre and Woodstock, and 2) between Thames Centre and London. The micro-transit service will be based on a test-and-learn approach to ensure the service meets the needs of the communities in which it serves. The expression of interest was posted on various online platforms, including the County’s website, Thames Centre’s website and bids&tenders (a widely used online procurement platform). The expression of interest was also circulated to service operators who had been identified through other community transportation funded communities and their procurement opportunities. As a result of the County’s expression of interest process, Middlesex received two excellent proposals. The Evaluation Committee, which consisted of two representatives from Middlesex County and one representative from Thames Centre: Cindy Howard, GM Finance and Community Services; Morgan Calvert, Director ITS; and, Mike LeBlanc, Director of Transportation, evaluated both responses using the Rated Requirements Evaluation Criteria set out in the expression of interest procurement opportunity. Through the evaluation, the Evaluation Committee identified Voyago as the respondent who best met the evaluation criteria. Respondent Evaluation Score BTS 66.5 / 100 Voyago 92 / 100 The award resulting of the expression of interest was the ability to negotiate with Middlesex County, a potential Service Agreement for the provision of the Community Transportation micro-transit service that may be approved by Middlesex County. The Service Agreement (attached) is designed in a way to ensure ongoing evaluation, monitoring and flexibility in delivering the service and the overall service design so that Middlesex County can ensure to the best of its ability that the service continues to meet the evolving needs of the communities it serves. Voyago currently provides transit services in Woodstock, St. Thomas, and London, among others. Voyago has also been identified as the service operator for a number of Community Transportation funded communities such as: Strathroy-Caradoc, Tillsonburg, and is currently in discussions with a number of other communities. January 28, 2020 Page 3 of 96 8 d - CC Financial Impact The micro-transit service will be fully funded through the Transfer Payment Agreement between the Province of Ontario and the Corporation of the County of Middlesex. Therefore, it is the recommendation that Council approve the Community Transportation Service Agreement with Voyago, for the provision of a micro-transit service which will connect the Communities of Thames Centre, Woodstock and London. RECOMMENDATION: THAT the attached Community Transportation Service Agreement with Voyago be approved as presented, AND THAT the Warden and County Clerk be authorized to execute the Community Transportation Service Agreement. Attachments: Expression of Interest (EOI) for Middlesex County Community Transportation Project Expression of Interest - Addendum #1: Questions and Answers Community Transportation Service Agreement January 28, 2020 Page 4 of 96 8 d - CC COMMUNITY TRANSPORTATION SERVICE AGREEMENT MEMORANDUM OF AGREEMENT made this ___ day of January, 2020 B E T W E E N: THE CORPORATION OF THE COUNTY OF MIDDLESEX (hereinafter, called the “County”) THE PARTY OF THE FIRST PART - and - VOYAGO (hereinafter, called the “Microtransit Service Provider”, the “Service Provider” or “Voyago”) THE PARTY OF THE SECOND PART collectively hereinafter referred to as “the Parties” WHEREAS the County intends to proceed with providing microtransit services that will link communities in the Municipality of Thames Centre to London and Woodstock as outlined in the County’s Expression of Interest (hereinafter, called the “EOI”) with respect to a Community Transportation Project (hereinafter, called “the Project”) and has requested the Microtransit Service Provider to provide the professional microtransit transportation services in connection therewith, which inclusive of its addenda, is attached as Schedule “A” and forms part of this Agreement; AND WHEREAS the Service Provider responded to the County’s EOI with a proposal (hereinafter, called the “Proposal”) which is attached as Schedule “B” and forms part of this Agreement. The Service Provider agrees to provide professional community transportation services as required for the Project; AND WHEREAS the County is a Municipal corporation governed by Warden and Council and is operated by administration, which is hereby authorized to administer this Agreement in its entirety, including, but not limited to decisions with respect to the operation and termination of this Agreement, in accordance with its provisions; and NOW THEREFORE WITNESSETH that for good and valuable consideration, including the mutual covenants contained herein, the receipt and sufficiency of which the Parties acknowledges as sufficient, the Parties do hereby agree as follows: ARTICLE 1 - GENERAL CONDITIONS January 28, 2020 Page 5 of 96 8 d - CC 1.01 Recitals The Parties warrant that the above recitals are true and the same are hereby incorporated into this Agreement by reference. 1.02 Covenants The Parties agree that all obligations contained in this Agreement, even if not expressed specifically to be covenants, shall be deemed to be covenants. 1.03 Retainer The County hereby retains the professional community transportation services of the Microtransit Servicer Provider in connection with the Project and the Microtransit Service Provider hereby agrees to provide the community transportation services (hereinafter, called “the Services”) under the general direction and control of the County. The Services to be provided by the Service Provider for the Project are set forth in section 2 of this Agreement and may only be changed and/or altered at the County or County’s Project Co-ordinator’s discretion and in accordance with section 2.08 of this Agreement. 1.04 Staffing and Methods The Service Provider hereby agrees and warrants that: a) it shall perform the Services and obligations as required by this Agreement; b) it shall employ only competent staff to perform the Services and obligations as required by this Agreement; c) its employees, agents and any subcontractors shall perform the Services to the degree of care, skill and diligence of a professional community transportation service provider and will at all times, be in compliance with all Federal, Provincial and Municipal laws, County’s Health and Safety provisions, statutes, regulations, By-Laws and codes of conduct relevant to providing transportation services; d) it shall ensure that spare drivers be available to ensure service continuity with respect to the required Services of the Project; e) it shall be fully responsible for one hundred percent (100%) of the work undertaken by any and all of its employees, agents and sub-contractors; and f) it shall not hire any employees and/or staff of the County or Lower-tier Municipalities, which includes but is not limited to, Newbury, Southwest Middlesex, Strathroy-Caradoc, Adelaide Metcalfe, Middlesex Centre, Thames Centre, Lucan-Biddulph or North Middlesex (hereinafter, called the “County’s Lower-tier Municipalities”). 1.05 Suspension, Termination and Damages 1.05.01 Suspension and Termination at Discretion of the County January 28, 2020 Page 6 of 96 8 d - CC The County may, upon giving thirty (30) days of written notice to the Service Provider and without cause, suspend or terminate the Services or any portion thereof at any stage of the Project for any reason to the Service Provider. Upon receipt of such notice of suspension or termination from the County, at the