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GTA FARE SYSTEM PROCUREMENT GOVERNANCE AGREEMENT

TABLE OF CONTENTS PAGE NO. ARTICLE 1 DEFINITIONS AND INTERPRETATION 1. Definitions 2. Herein, etc 3. Currency.. 4. Statutes 5. Number. 6. Divisions, headings and table of contents 7. Governing law... 8. Severability 9. Accounting and auditing standards 10. Entire agreement... 3 10 10 10 11 11 11 11 11 11

ARTICLE II TERM 11. Term. 12 12. Right of renewal 13 ARTICLE III AGENT 13. Appointment of Agent, etc 13 ARTICLE IV MINISTRYS PARTICIPATION & SUCCESSOR (S) 14. Change in Ministrys participation .. 13 15. Successor(s) 14 ARTICLE V USERS 16. Requirements for becoming a User 14 17. Representations and warranties of User... 15 18. Addition of Users to this Agreement 16 19. List of Users 16 20. Co-operation with Agent 16 21. No Contract between Users and Vendor.17 22. Implementation of the GTA Fare System... 17 23. Instructions for the Procurement and payment of moneys 17 24. Withdrawal of participation without costs.17 ARTICLE VI - RELATIONSHIP BETWEEN THE PARTIES 25. Project Director ...18

26. 27. 28. 29.

Residual Decisions ... 18 No partnership, joint venture or corporation18 Members of Council, officers, agents, etc... 18 No fiduciary duties.. 18

ARTICLE VII STEERING COMMITTEE 30. Establishment of Steering Committee .19 31. Appointment of Steering Committee Members.. 19 32. Chair of Steering Committee. 19 33. Meetings20 34. Quorum. 20 35. Voting.20 36. Policy Decisions.. 20 ARTICLE VIII EXECUTIVE COMMITTEE 37. Establishment of Executive Committee.. 21 38. Appointment of Executive Committee Members 21 39. Chair of Executive Committee.. 22 40. Meetings.. 22 41. Quorum 23 42. Voting 23 43. Executive Decisions 23 ARTICLE IX VENDOR 44. Ministrys Contract with Vendor... 24 45. Disputes with Vendor. 24 46. Users and Agents responsibilities in dispute with Vendor... 24 47. Dispute costs.. 24 ARTICLE X CONFLICT OF INTEREST 48. No conflict of interest. 25 ARTICLE XI FUNDING & PAYMENT PROCESS 49. Ministry funding contribution. 25 50. User funding contribution.. 25 51. Payment process 26 52. Default in payment by User.. 26 53. Insufficient funds provided by the Legislature or Municipal Council... 26 ARTICLE XII PROCUREMENT 54. Procurement Guidelines 27 55. Instructions from User 27

ARTICLE XIII ASSETS 56. Assets.. 27 57. Intellectual Property.. 28 ARTICLE XIV COMMUNICATION PLAN 58. Communication Plan. 28 ARTICLE XV CONFIDENTIAL INFORMATION 59. Confidential Information. 28 60. (Intentionally Deleted) 29 61. Injunctive and other relief.. 29 62. Notice and protective order.. 29 63. Users advisors, agents, Personnel and Contractors.. 29 ARTICLE XVI - NOTICE OF COMPLETION 64. Notice of completion.. 30 ARTICLE XVII DISPUTE RESOLUTION 65. Legal remedies for disputes.. 30 66. Three-tiered dispute resolution. 31 67. High-level negotiation. 31 68. Mediation.. 31 69. Arbitration. 32 70. Performance to continue 32 ARTICLE XVIII DEFAULT, ENFORCEMENT AND TERMINATION 71. Event of Default.. 32 72. Ministry remedies for Event of Default by User. 33 73. Termination for Event of Default by Ministry.. 34 74. Termination without cause by the Ministry. 35 75. Termination without cause by a Service Provider. 35 76. Obligations survive. 35 ARTICLE XIX LIABILITY 77. Liability.. 36 ARTICLE XX NOTICE 78. Address for notices. 36 79. Effective Date.. 37 ARTICLE XXI RECORD AND AUDIT 80. Maintenance of records by Agent 37

81. 82.

Period for keeping records 37 Examination of record 37 37 38 39 39 39 39 39 40 40 40 40 40

ARTICLE XXII GENERAL 83. No waiver.. 84. Force Majeure.. 85. Remedies cumulative.. 86. Survival.. 87. Amendment 88. Interest 89. No assignment.. 90. Further action 91. Enurement. 92. Time of the essence. 93. Counterparts.. 94. Gas tax . SCHEDULES

SCHEDULE A DESCRIPTION OF GTA FARE SYSTEM AND RELATED COMPONENTS. 45 SCHEDULE A-1 DESCRIPTION OF TTC SYSTEM.. 48 SCHEDULE B PROCUREMENT GUIDELINES.. 49 SCHEDULE C USER INFORMATION SHEET 52 SCHEDULE D SAMPLE COUNCIL/BOARD/COMMISSION BY-LAW/ RESOLUTION... 54 SCHEDULE E-1 TTC CONFIDENTIALITY AGREEMENT 55 SCHEDULE E-2 HSR CONFIDENTIALITY AGREEMENT58 SCHEDULE E-3 GO TRANSIT CONFIDENTIALITY AGREEMENT61

SCHEDULE E-4 PROCUREMENT SUB-COMMITTEE CONFIDENTIALITY AGREEMENT . 64 ATTACHMENT E-4A TO SCHEDULE E-4 PROCUREMENT SUB-COMMITTEE RECIPIENT CONFIDENTIALITY AGREEMENT.. 67 SCHEDULE E-5 STEERING COMMITTEE MEMBERS AND EXECUTIVE COMMITTEE MEMBERS CONFIDENTIALITY AGREEMENT.

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ATTACHMENT E-5A TO SCHEDULE E-5 STEERING COMMITTEE MEMBERS AND EXECUTIVE COMMITTEE MEMBERS RECIPIENT CONFIDENTIALITY AGREEMENT 73 SCHEDULE E-6 REPRESENTATIVE OF EVALUATIONS COMMITTEE CONFIDENTIALITY AGREEMENT.. 76 SCHEDULE E-7 MUNICIPALITIES CONFIDENTIALITY REQUIREMENTS 79 SCHEDULE F COST COMPONENTS AND FUNDING RESPONSIBILITIES 81 SCHEDULE G COMMUNICATION REQUIREMENTS.. 86 ATTACHMENT G-1A TO SCHEDULE G ONTARIO VISUAL IDENTITY GUIDELINES... 90 SCHEDULE H MEDIATION . 91 SCHEDULE I ARBITRATION . 96

GTA FARE SYSTEM PROCUREMENT GOVERNANCE AGREEMENT THIS AGREEMENT made as of the _____ day of ____________, 2005. B E T W E E N: HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF ONTARIO, represented by the Minister of Transportation for the Province of Ontario (hereinafter referred to as the Ministry) - AND TORONTO TRANSIT COMMISSION, represented by the Chief General Manager and General Secretary (hereinafter referred to as the TTC) - AND GREATER TORONTO TRANSIT AUTHORITY, represented by the Managing Director and Chief Executive Officer, and Secretary for GO Transit (hereinafter referred to as GO Transit) - AND THE HAMILTON STREET RAILWAY COMPANY, represented by the Mayor and Clerk (hereinafter referred to as HSR) - AND THE REGIONAL MUNICIPALITY OF YORK, represented by the Regional Chair and the Regional Clerk (hereinafter referred to as York Region) THE CORPORATION OF THE CITY OF MISSISSAUGA, represented by the Mayor and Clerk (hereinafter referred to as Mississauga) 1

- AND THE CORPORATION OF THE CITY OF BURLINGTON, represented by the Mayor and Clerk (hereinafter referred to as Burlington) - AND THE CORPORATION OF THE CITY OF BRAMPTON, represented by the Mayor and Clerk (hereinafter referred to as Brampton) - AND THE CORPORATION OF THE TOWN OF OAKVILLE, represented by the Mayor and Clerk (hereinafter referred to as Oakville) WHEREAS it is in the public interest to encourage the use of public transit systems within and across the GTA (Greater Toronto Area or GTA has the meaning given to it in Section 1 (Definitions)); WHEREAS a GTA Fare System (GTA Fare System has the meaning given to it in Section 1 (Definitions)) among the various transit systems in the GTA will encourage more long distance travel, reducing congestion and associated environmental impacts; WHEREAS in May 2003, the Province of Ontario announced that it would contribute up to $40 million to the development of a GTA Fare System in the GTA; WHEREAS in March 2004, the Province of Ontario announced that it would contribute one third of the estimated $140 million cost for the TTCs participation in the GTA Fare System; WHEREAS the Users (Users has the meaning given to it in Section 1 (Definitions)) are considering substantial upgrades to or replacements of their current fare collection systems; WHEREAS the Ministry is authorized under the Public Transportation and Highway Improvement Act, R.S.O. 1990, c. P. 50 (as amended) to enter into agreements related to the procurement of equipment for rapid transit and public transportation systems;

WHEREAS each Municipality (Municipality has the meaning given to it in Section 1 (Definitions)) is authorized under Section 2, and Sections 8 through 11 of the Municipal Act, 2001, GO Transit under Section 9 of the GO Transit Act, 2001, the TTC under Section 30 of the City of Toronto Act, 1997 (No. 2), and the HSR under the Act to Incorporate The Hamilton Street Railway Company (Municipal Act, 2001, GO Transit Act, 2001, City of Toronto Act, 1997 (No. 2) and the Act to Incorporate The Hamilton Street Railway Company, respectively, have the meaning given to them in Section 1 (Definitions)) to enter into agreements for the procurement of equipment for a GTA Fare System, and have, respectively, enacted by-laws or resolutions authorizing them to enter into this Agreement (Agreement has the meaning given to it in Section 1 (Definitions)); WHEREAS the Ministry and the Users desire to enter into this Agreement for the purpose of appointing the Ministry as Agent (Agent has the meaning given to it in Section 1 (Definitions)) for the Users in connection with the Procurement (Procurement has the meaning given to it in Section 1 (Definitions)) through the issuance of a Request for Proposal (Request for Proposal or RFP has the meaning given to it in Section 1 (Definitions)) and for the establishment of related Contracts (Contract has the meaning given to it in Section 1 (Definitions)) on behalf of and for the benefit of the Users; WHEREAS this Agreement specifies the roles and responsibilities of the Parties (Parties has the meaning given to it in Section 1 (Definitions)) upon which the Procurement should be carried out, including how the RFP should be issued by the Ministry and the Contract entered into between the Ministry and the Vendor (Vendor has the meaning given to it in Section 1 (Definitions)), both on the Ministrys own behalf and in its capacity as Agent; and WHEREAS the Parties understand that, in addition to this Agreement, they will need to enter into a further agreement to address operational requirements prior to the Ministry, acting on its own behalf and as Agent, entering into the Contract with the Vendor (the Operating Agreement as defined in Section 1 (Definitions)). NOW THEREFORE in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties covenant and agree as follows:

ARTICLE I DEFINITIONS AND INTERPRETATION


1. Definitions

In this Agreement, 3

Agent means the Ministry, acting as agent for the Users, or any Successor (Successor has the meaning given to it in this Section 1 (Definitions)) agent(s) appointed under Section 15 (Successor(s)); Agreement means this agreement, including its Schedules (Schedules has the meaning given to it in this Section 1 (Definitions)) and Attachments (Attachments has the meaning given to it in this Section 1 (Definitions)) to its Schedules, as may be amended from time to time; Act to Incorporate The Hamilton Street Railway Company means the Act to Incorporate The Hamilton Street Railway Company, S.O.1873, c. 100, 36 Victoria; Alternate Executive Committee Member means an alternate member to an Executive Committee Member (Executive Committee Member has the meaning given to it in this Section 1 (Definitions)) designated by a User, as set out in Section 38 (Appointment of Executive Committee Members); Alternate Steering Committee Member means an alternate member to a Steering Committee Member (Steering Committee Member has the meaning given to it in this Section 1 (Definitions)) designated by a User as set out in Section 31 (Appointment of Steering Committee Members); Arbitration Act, 1991 means the Arbitration Act, 1991, S.O. 1991, c. 17; Attachments means the attachments listed in Paragraph 10(b) (Entire agreement) and attached to some of the Schedules to this Agreement; Broader Public Sector means public bodies in the Province of Ontario, other than agencies, boards, commissions and Crown corporations, receiving funding from the Crown or a municipality, or both and as determined by the Ministry, acting reasonably, at any time and from time to time; Budget means the budget recommended by the Steering Committee under Paragraph 36 b) (v) (Policy Decisions), and approved by the Executive Committee under Paragraph 43 a) (ii) (Executive Decisions); Budget Issue means a change in accordance with Schedule B (Procurement Guidelines), Paragraph 1 c) (v) (Role of the Ministry); Business Day means any day which is not a Saturday or Sunday or a day observed as a holiday under the laws of the Province of Ontario or the federal laws applicable to the Province of Ontario, or a day observed as a holiday for the Government of Ontario;

Capital Costs means the capital costs described in Table 1, Section 1 (Capital Costs for Central System), Table 2, Section 2 (Capital Costs for Municipal Systems), or Table 3, Section 3 (Capital Costs for the GO Transit System) of Schedule F (Cost components and funding responsibilities), as applicable, for the acquisition of the Central System, Municipal Systems, or the GO Transit System, as applicable; Central System means the central system described in Schedule A (Description of GTA Fare System and related components) and Schedule F (Cost Components and funding responsibilities); Centrally Managed Services means the centrally managed services described in the 2nd column, 1st row, Table 4, Section 4 (Operating Costs for Centralized Services) of Schedule F (Cost components and funding responsibilities); City of Toronto Act, 1997 (No. 2) means the City of Toronto Act, 1997 (No. 2), S.O. 1997, c. 26; Communication Plan means the communication plan for any major joint communication event developed by the Ministry and approved by the Steering Committee; Communication Requirements means the communication requirements, as set out in Schedule G (Communication Requirements), that must be included in the Communication Plan; Confidential Information means (i) any cost estimate(s) showing the unit cost(s) for a component or components of the GTA Fare System or sums of cost estimates that can reasonably be manipulated to arrive at the unit cost(s) for a component or components of the GTA Fare System; (ii) the GTA Fare System procurement process and solicitation documents and any information relating to the process and the solicitation documents, including, without limitation, any Request for Proposals issued, or proposed to be issued, by the Ministry relating to the Project, provided that item (ii) shall not include procurement process and solicitation documents that are generally available to the public without fault or breach by the recipient, the Steering Committee Member or the Executive Committee Member, but only after that information becomes generally available to the public and provided further that item (ii) shall not prohibit disclosure of information of a general nature relating to the Project, the procurement process and the solicitation documents to persons with whom the undersigned has an employment relationship which information, if publicly known, could have no adverse impact on the integrity of the Project, the solicitation documents and/or the procurement process; (iii) any information from vendors or other third parties in the possession of the Ministry relating to the GTA Fare System including, without limitation, pricing, whether provided in response to a Project solicitation document or not; (iv) any proprietary information of the Ministry; (v) any personal information as contemplated in the Freedom of 5

Information and Protection of Privacy Act (Ontario); (vi) any other information specifically designated in writing by the Ministry as being of a confidential nature; (vii) any improvements, modifications and enhancements of, and information and things derived from or utilizing, any Confidential Information referred to in clause (i), (ii), (iii), (iv), (v) or (vi) above; Confidentiality Agreement means any of the confidentiality agreements attached as Schedule E-1 (TTC Confidentiality Agreement) through Schedule E-6 (Representative of evaluations committee Confidentiality Agreement); Contract means the contract or contracts to be entered into between the Ministry, acting on its own behalf and as Agent, and the Vendor to deliver the GTA Fare System, or any part thereof; Contractor means, in the case of each Party (Party has the meaning given to it in this Section 1 (Definitions)), any contractor, subcontractor, or consultant of that Party; Dispute means a dispute as described in Section 65 (Legal remedies for disputes); Dispute Notice means a dispute notice as described in Section 66 (Three-tiered dispute resolution); Effective Date means the date this Agreement is made as set out on the first page of this Agreement; Eligible User means a municipality, as defined under the Municipal Act, 2001, or a transit authority, including GO Transit and the TTC, or other persons or classes of persons as may be authorized under the Municipal Act, 2001, with which a municipality is permitted to enter into an agreement for the Procurement; Event of Default means an event of default as described in Section 71 (Event of Default); Executive Committee means the committee described in Section 37 (Establishment of Executive Committee); Executive Committee Member means a member designated by a Party as set out in Section 38 (Appointment of Executive Committee Members); Executive Decisions means an Executive Committee decision as contemplated in Section 43 (Executive Decisions); Financial Administration Act or FAA means the Financial Administration Act, R.S.O. 1990, c. F.12; 6

FIPPA means the Freedom of Information and Protection of Privacy Act, R.S.O 1990, c. F. 31; French Language Services Act means the French Language Services Act, R.S.O. 1990, c. F. 32; GO Transit Act, 2001 means the GO Transit Act, 2001, S.O. 2001, c. 23, Sched. A; GO Transit System means the GO Transit system described in Schedule A (Description of GTA Fare System and related components); Greater Toronto Area or GTA means the geographic area encompassing the Cities of Toronto and Hamilton, respectively, and the Regional Municipalities of Durham, Halton, Peel and York, respectively; Greater Toronto Transit Authority or GO Transit means the Greater Toronto Transit Authority, as continued pursuant to the GO Transit Act, 2001; GTA Fare System means the goods and services, including the Central System, GO Transit System, TTC Initial System, and Municipal Systems procured by the Ministry, acting on its own behalf and as Agent, as described in Schedule A (Description of GTA Fare System and related components), for use by the Users; Hamilton Street Railway Company or HSR means the transit corporation operated by or on behalf of the City of Hamilton that is deemed to be a Municipality for the purpose of this Agreement; Intellectual Property Rights means any right in respect of any patent, copyright, trade-mark, trade name, trade secret and Moral Rights (Moral Rights has the meaning given to it in this Section 1 (Definitions)) of any person relating to the GTA Fare System; Ministry means Her Majesty the Queen in Right of the Province of Ontario, as represented by the Minister of Transportation for the Province of Ontario; Moral Rights has the same meaning as in the Copyright Act, R.S.C. 1985, c. C-42, and includes comparable rights in applicable jurisdictions; Municipality or Municipalities means a municipality or municipalities, as the case may be, that is a Party or are Parties to this Agreement either by having signed this Agreement or a counterpart to this Agreement. Despite the above and except in Paragraph 49(a)(ii) (Ministry funding contribution) and Section 94 (Gas tax), Municipality or Municipalities include the HSR; 7

Municipal Act, 2001 means the Municipal Act, 2001, S.O. 2001, c. 25; Municipal Systems means the municipal systems described in Schedule A (Description of GTA Fare System and related components). For greater clarity Municipal System includes the HSR system, but does not include the TTC System; Ontario Procurement Policies means the Ontario government policies and directives in effect from time to time respecting the procurement of equipment, services and supplies applicable to Ontario Government ministries and Crown agencies; Operating Costs means the operating costs described in Table 4, Section 4 (Operating Costs for Centralized Services) of Schedule F (Cost components and funding responsibilities) for the operation of the Centralized Services, including the operating costs for the Central System and the Centrally Managed Services, and the Municipal Systems, if applicable, and the GO Transit System, as set out in the Operating Agreement; Operating Agreement means an operating agreement to be negotiated between and for the benefit of the Parties, prior to the Ministry, acting on its own behalf and as Agent, entering into the Contract with the Vendor, that sets out the rights and obligations of the Parties once the GTA Fare System becomes operational; Party means any one of the Ministry, in its personal capacity, the Agent and each User, and Parties means more than one Party; Personnel means collectively, in the case of each Party, individuals who provide services to such Party or any of its Contractors in connection with this Agreement, whether as employees or independent contractors; Policy Decision means a Steering Committee decision as contemplated in Section 36 (Policy Decisions); Procurement means the procurement of the GTA Fare System in accordance with this Agreement, including the procurement of related hardware, software, integration services, maintenance, operation and all other goods and services that may be acquired, whether by lease, licence, purchase or otherwise; Procurement Completion means the procurement completion as provided for in the Contract; Procurement Documents means the Request for Proposals and any documents related thereto;

Procurement Guidelines means the procurement guidelines as set out in Schedule B (Procurement Guidelines); Project Director means the project director appointed under Section 25 (Project Director); Project Office means the office located at GO Transit, Suite 600, 20 Bay Street, Toronto, M5J 2W3, or any other office supplied by the Agent; Recipient Confidentiality Agreement means any of the recipient confidentiality agreements attached as Attachment E-4A (Procurement sub-committee Recipient Confidentiality Agreement) or Attachment E-5A (Steering Committee Members and Executive Committee Members Recipient Confidentiality Agreement), or both, to Schedule E-4 Procurement sub-committee Confidentiality Agreement) and Schedule E-5 (Steering Committee Members and Executive Committee Members Confidentiality Agreement); Renewal Term means the renewal term as defined in Section 12 (Right of renewal); Request for Proposals or RFP means the request for proposals to be issued by the Ministry, acting on its own behalf and as Agent, for the Procurement; Residual Decision means a decision as contemplated in Section 26 (Residual Decisions); Schedules means the schedules to this Agreement listed in Paragraph 10 b) (Entire agreement) and attached to this Agreement; Service Provider or Service Providers means a Municipality or Municipalities, as the case may be, the TTC or HSR, or any combination of them; Service Providers Capital Costs Threshold means the maximum capital costs for which a Service Provider agrees to be responsible for under this Agreement, as set out in the by-law or the resolution, as applicable, authorizing the Service Provider to enter into this Agreement; Service Providers Operating Costs Threshold means the maximum operating costs for the Centrally Managed Services which a Service Provider agrees to be responsible for under this Agreement, as set out in the by-law or the resolution, as applicable, authorizing the Service Provider to enter into this Agreement; Steering Committee means the committee described in Section 30 (Establishment of Steering Committee); 9

Steering Committee Member means a member designated by a Party as set out in Section 31 (Appointment of Steering Committee Members); Successor means: a) any ministry, agency, board, commission or Crown corporation of the government of Ontario; or b) any entity of the Broader Public Sector; Term means the term as described in Section 11 (Term); Toronto Transit Commission or TTC means the Toronto Transit Commission as continued pursuant to the City of Toronto Act, 1997 (No. 2); TTC Initial System means the TTC Initial System described in Schedule A (Description of GTA Fare System and related components); TTC System means the TTC System as described in Schedule A-1 (Description of TTC System); User means a Party that has complied with the requirements of Section 16 a) (Requirements for becoming a User) but, for greater certainty, does not refer to the Ministry, acting on its own behalf and as Agent; and Vendor means the vendor or vendors with which the Ministry, acting on its own behalf and as Agent, will be contracting to deliver the GTA Fare System or part thereof. 2. Herein, etc.

The words herein, hereof and hereunder and other words of similar import shall refer to this Agreement as a whole and not to any particular schedule, article, section, paragraph or other subdivision of this Agreement. 3. Currency

Any reference to currency is to Canadian currency and any amount advanced, paid or calculated is to be advanced, paid or calculated in Canadian currency. 4. Statutes

Any reference to a statute is to such statute and to the regulations made pursuant to such statute, as such statute and regulations may at any time be amended or modified, 10

and to any statute or regulations that may be passed that have the effect of supplementing or superseding such statute or regulations. 5. Number

Unless otherwise specified, words importing the singular include the plural and vice versa. 6. Divisions, headings and table of contents

The division of this Agreement into articles, sections, subsections, paragraphs and subparagraphs, clauses and schedules, the insertion of headings and the provision of a table of contents are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. 7. Governing law

This Agreement shall be governed by, and be construed and interpreted in accordance with, the laws of the Province of Ontario and the laws of Canada applicable in the Province of Ontario. 8. Severability

If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, such invalidity or unenforceability shall attach only to such provision, which shall be severed from this Agreement, and the remaining provisions of this Agreement shall continue in full force and effect. Provided that the context allows, the remaining provisions shall be interpreted in the same way as they would have been had the severance not taken place. 9. Accounting and auditing standards

All accounting and financial terms used in this Agreement shall, except where otherwise specifically provided in this Agreement, be interpreted and applied in accordance with generally accepted accounting principles and generally accepted auditing standards in Canada as they exist from time to time. 10. Entire agreement a) Subject to Section 85 (Remedies cumulative), this Agreement shall constitute the entire Agreement and understanding between the Parties relating to the matters dealt with and supersedes all prior understandings, discussions, negotiations, commitments, representations, warranties and agreements, written or oral, express or implied, existing between the Parties at the date of execution with respect to the subject of this Agreement. None of the Parties shall be bound by 11

any definition, condition, warranty or representation other than as expressly stated in this Agreement or as mandated by federal or provincial law. b) The following Schedules and Attachments are attached to and form a part of this Agreement: Schedule A - Description of GTA Fare System and related components; Schedule A-1 - Description of TTC System; Schedule B - Procurement Guidelines; Schedule C - User information sheet; Schedule D - Council/board/commission by-law/resolution; Schedule E-1 - TTC Confidentiality Agreement; Schedule E-2 - HSR Confidentiality Agreement; Schedule E-3 - GO Transit Confidentiality Agreement; Schedule E-4 - Procurement sub-committee Confidentiality Agreement; Attachment E-4A Procurement sub-committee Recipient Confidentiality Agreement; Schedule E-5 Steering Committee Members and Executive Committee Members Confidentiality Agreement; Attachment E-5A Steering Committee Members and Executive Committee Members Recipient Confidentiality Agreement; Schedule E-6 Representatives of evaluations committee Confidentiality Agreement; Schedule E-7 Municipalities confidentiality requirements; Schedule F - Cost components and funding responsibilities; Schedule G - Communication Requirements; Attachment G-1A Ontario visual identity guidelines; Schedule H - Mediation; and Schedule I Arbitration. c) In the event of a conflict, the part that precedes the signatures of the Parties will take precedence over any of the Schedules and Attachments.

ARTICLE II TERM
11. Term

Subject to any extension or termination of this Agreement or the survival of any of the obligations of this Agreement as provided herein, this Agreement shall be in effect from the Effective Date, and shall continue until the earlier of the last day of the sixtieth (60) month from the Effective Date or the termination of the Contract (the Term).

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12.

Right of renewal

The Term of this Agreement may be renewed with the consent of the Ministry, acting on its own behalf and as Agent, and any of the Users, in respect of the Ministry, acting on its own behalf and as Agent, and consenting Users, for a further consecutive sixty (60) month term or until the termination of the Contract which ever is the earliest (Renewal Term), commencing on the day following the expiry of the Term. If the Ministry, acting on its own behalf and as Agent, and one or more Users decide to exercise their respective right to renew under this Section 12 (Right of renewal), this Agreement shall continue in full force and effect for such Parties. For the purposes of this Section 12 (Right of renewal), the consent of a User shall be expressed by a by-law of its council or a resolution of its board or commission, as the case may be.

ARTICLE III AGENT


13. Appointment of Agent, etc.

Each User designates, appoints and authorizes the Agent and its duly authorized officers as attorneys-in-fact, with full power of substitution, to take all action as an agent on its behalf and, instead of the User, to exercise all powers and rights, and to perform all duties to enable the Agent to procure the GO Transit System, TTC Initial System and Municipal Systems, as applicable, in accordance with the terms of this Agreement, the Procurement Documents and the Contract. In addition to the foregoing, each User agrees that the Agent may, with the approval of the Executive Committee, enter into such further agreements and arrangements, and do all such things as may be reasonably necessary or desirable to facilitate the Procurement, as it relates to the GO Transit System and the Municipal Systems and the TTC Initial System, as applicable, with the same legal force and effect as if executed by the User.

ARTICLE IV MINISTRYS PARTICIPATION & SUCCESSOR(S)


14. Change in Ministrys participation

If, at any time, the Ministry, acting on its own behalf and as Agent, decides not to participate in the GTA Fare System, the Ministry, acting on its own behalf and as Agent, may with at least ninety (90) days prior written notice to the other Parties, appoint any Successor(s) in accordance with Section 15 (Successor(s)). The notice shall specify the date on which the appointment is to be effective. Where a Successor is not appointed, the Ministry, acting on its own behalf and as Agent, may terminate this Agreement without cause and wind-up the Procurement, including cancelling the RFP and terminating the Contract and any other agreements and arrangements. Despite the 13

Ministry, acting on its own behalf and as Agent, having terminated this Agreement, the Parties agree that certain rights and obligations (whether contingent or matured, absolute or not) of the Ministry, acting on its own behalf and as Agent, as set out in Section 86 (Survival), existing immediately before the termination shall survive such termination. In addition, subject to Section 74 (Termination without cause by the Ministry), if the Ministry, acting on its own behalf and as Agent, terminates the Contract after the Contract has been signed by the Vendor, the Ministry, acting on its own behalf and as Agent, shall be responsible for the Contract close-out costs, as set out in the Contract, incurred as a result of such termination, provided that each Party shall take all steps reasonable in the circumstances to mitigate the impact of the Contract close-out costs. 15. Successor(s)

The Ministry, acting on its own behalf and as Agent, may at any time, subject to the notice required under Section 14 (Change in Ministrys participation), and as determined by the Ministry in its sole discretion, assign, in whole or in part, its rights and obligations under this Agreement to any Successor(s) with the financial and technical capability to take on these rights and obligations. When the Successor(s) accept(s) the assignment from the Ministry, this Agreement shall be assigned, in whole or in part, to the Successor(s) who shall succeed to and become vested with any of the rights, powers, responsibilities, obligations and liabilities of the Ministry, acting on its own behalf and as Agent, that have been assigned to it, and the Ministry, acting on its own behalf and as Agent, shall be discharged from any such rights, powers, responsibilities, obligations and liabilities under this Agreement. After the appointment of any Successor(s), this Agreement or, as set out in the assignment, any part of the Agreement, shall continue in effect for the benefit of the Successor(s) and the Users in respect of any actions taken or omitted to be taken by the Ministry, acting on its own behalf and as Agent.

ARTICLE V USERS
16. Requirements for becoming a User a) An Eligible User becomes a User when: i. the person or persons authorized to execute this Agreement on behalf of the Eligible User has or have duly executed this Agreement or a counterpart to this Agreement; and the Eligible User has provided to the Agent the following documents, including, without limitation:

ii.

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(1) an information sheet on the Eligible User (attached as Schedule C (User information sheet)); and (2) a certificate confirming passage and enforceability of a by-law or resolution, as applicable which includes, at a minimum, the information in the sample by-law/resolution attached as Schedule D (Council/board/commission by-law/resolution), including the designation of persons authorized to provide instructions and any necessary approval for the Procurement as Steering Committee Member, Alternate Steering Committee Member, Executive Committee Member, or Alternate Executive Committee Member, and confirming that all necessary actions have been taken by the Eligible User to authorize such persons to give instructions and any necessary approval for the Procurement. The designations shall refer to positions rather than to specific individuals. iii. 17. The Agent shall notify the Users within thirty (30) Business Days when an Eligible User has become a User.

Representations and warranties of User a) Each User covenants, represents and warrants to the Ministry, acting on its own behalf and as Agent, that: i. it has the requisite legislative authority and any necessary approval to enter into this Agreement and to carry out its terms, including the entering into agency, joint procurement, and long-term lease arrangements, as applicable, and has passed any necessary by-law or resolution; it has or will apply for all permits, approvals (including budget approvals), and licenses which are required in order to carry out the Procurement and implement the GTA Fare System; it has not entered into any agreement or arrangement that would restrict the ability of the Ministry, acting on its own behalf and as Agent, to perform its obligations under this Agreement; it has not entered and will not enter into any contract with the Vendor in relation to the GTA Fare System without the prior written approval of the Ministry, acting on its own behalf and as Agent; subject to Section 24 (Withdrawal of participation without costs), it will provide or arrange for funds to be provided as required under this Agreement; and 15

ii.

iii.

iv.

v.

vi.

it has adopted a statement of its procurement policies and goals in accordance with any applicable legislation and such policies and goals permit the User, as applicable, to participate in the Procurement as authorized under such legislation, including the Municipal Act, 2001.

b) The User shall be deemed to have repeated the representations and warranties each time it provides instructions for the Procurement. The Ministry, acting on its own behalf and as Agent, shall have no obligation to make any inquiry to confirm the truth or accuracy of any representation or warranty. The Ministry, acting on its own behalf and as Agent, shall not be liable for any loss or damages suffered by any of the Users, the Ministry, or any other person as a result of any act or inaction of the Ministry, acting on its own behalf or as Agent, based on instructions provided by the User, including without limitation the execution of this Agreement by a person purporting to have authority to act on the Users behalf. 18. Addition of Users to this Agreement

The Ministry, on its own behalf and as Agent, may, from time to time after the Effective Date of this Agreement and without the consent of the Users, add Eligible Users as Parties to this Agreement. Once added as a Party to this Agreement, an Eligible User shall become a User. Each User agrees that this Agreement is binding on it regardless of the addition of Eligible Users by the Ministry as Parties to this Agreement. Upon becoming a User, the Eligible User shall become a Party to and shall be bound by this Agreement, as of the date of executing a counterpart to this Agreement, which it shall have delivered to the other Parties, and as if it had been an original Party to this Agreement, without any further action or execution required by any existing User. Each existing Party will become bound to a new Party upon delivery of the counterpart to that Party. Delivery from an existing Party to a new Party shall take effect upon receipt of a copy of the Agreement from the Agent, as if it were an original copy signed by the Parties, by the new Party. 19. List of Users

The Agent shall keep an up-to-date list of the names of Users and may make the list available to Eligible Users and other persons. 20. Co-operation with Agent

Each User shall fully co-operate with the Agent, and allow the Agent, in accordance with the terms and conditions of this Agreement, to act on its behalf in respect of the Procurement, including matters in furtherance of the Procurement such as vendor consultations, purchase, lease, licensing, Contract execution and fulfilment, testing, installation, and implementation. 16

21.

No Contract between Users and Vendor

A User shall not enter into any contract with the Vendor in relation to the GTA Fare System, unless the User has received the prior written approval of the Ministry. The Ministry may, at its sole discretion, allow a User to enter into a contractual arrangement with the Vendor for any assets or services related to the GTA Fare System to be used exclusively by such User. 22. Implementation of the GTA Fare System

Each User shall implement the GTA Fare System as it applies to such User in accordance with the implementation schedule approved by the Executive Committee in accordance with Paragraph 43 a) (iv) (Executive Decisions). 23. Instructions for the Procurement and payment of moneys

Each User shall abide by the procedures for providing instructions for the Procurement as set out in Schedule B (Procurement Guidelines) and payment of funds set out in Article XI (Funding & payment process). Before a User provides instructions for the Procurement and arranges for the payment of funds towards the Procurement, the User shall ensure that it has the authority to provide such instructions and sufficient funds to cover the amount of such payment. 24. Withdrawal of participation without costs

A Service Provider may, with thirty (30) days prior written notice to the Agent and without costs, withdraw its participation in the Procurement, in four (4) circumstances only: a) prior to the issuance of the RFP; b) after the issuance of the RFP and before the Contract is entered into, if the bid price in answer to the RFP comes higher than the Service Providers Capital Cost Threshold; c) after the issuance of the RFP and before the Contract is entered into, if the bid price in answer to the RFP comes higher than the Service Providers Operating Cost Threshold; or d) after the issuance of the RFP and before the Contract is entered into, if the Service Provider fails to approve the Operating Agreement. Despite the Service Provider having withdrawn in accordance with this Section 24 (Withdrawal of participation without costs), the Parties agree that certain rights and obligations (whether contingent or matured, absolute or not) of the Service Provider, as 17

set out in Section 86 (Survival), existing immediately before the withdrawal, shall survive such withdrawal.

ARTICLE VI RELATIONSHIP BETWEEN THE PARTIES


25. Project Director

The Ministry shall appoint a director who shall manage the Procurement, including any related matters and issues, report and be accountable to the Ministry (the Project Director). The Project Director may attend and participate in any of the activities carried out in relation to the GTA Fare System, including any meetings of the Steering Committee and Executive Committee. The Project Director shall not be a voting member of any committee. 26. Residual Decisions

Unless specifically identified in this Agreement as a Policy Decision of the Steering Committee or an Executive Decision of the Executive Committee, all decisions that need to be made pursuant to this Agreement shall be considered to be Residual Decisions and shall be made in accordance with policies set out by the Executive Committee. 27. No partnership, joint venture or corporation

The execution of this Agreement and the other arrangements with respect to the Procurement are not intended to create, and shall not be treated as having created, a general or limited partnership, joint venture, or corporation. 28. Members of Council, officers, agents, etc

Each User and its members of commissions, council, officers, agents, Contractors and employees are not, nor are they deemed to be, officers, agents (with the exception of GO Transit), employees or officials of the Ministry. 29. No fiduciary duties

The Ministry shall not by reason of this Agreement or any of the discussions leading to or in connection with this Agreement have a fiduciary or trust relationship with the Users or any other person, or any other obligation other than as specifically stated in this Agreement.

18

ARTICLE VII STEERING COMMITTEE


30. Establishment of Steering Committee

Each User authorizes the Ministry to establish a Steering Committee. The role of the Steering Committee shall be to provide overall management and advice, monitor progress, and recommend adjustments to ensure the Procurement is carried out in accordance with an implementation schedule to be approved by the Executive Committee under Paragraph 43 a) (iv) (Executive Decisions), and to provide any necessary approval in accordance with this Article VII (Steering Committee). 31. Appointment of Steering Committee Members

The Ministry, on its own behalf, and each User shall appoint one member to the Steering Committee (the Steering Committee Member). The Ministry, on its own behalf, and each User may also appoint one or more alternates for such Partys Steering Committee Member (an Alternate Steering Committee Member). An Alternate Steering Committee Member may attend and act at Steering Committee meetings in the Steering Committee Members absence, as if such Alternate Steering Committee Member was the Steering Committee Member for such Party. The appointment of the Steering Committee Member and the Alternate Steering Committee Member for a User shall be confirmed by a by-law or resolution of the council of the Municipality or the commission or board (as applicable). The designation shall refer to a position rather than a specific individual. 32. Chair of Steering Committee a) The Ministry shall appoint the Project Director as chair of the Steering Committee to serve at the pleasure of the Ministry. b) The responsibilities of the Steering Committee chair include: i. ii. iii. establishing the agenda of each meeting of the Steering Committee; distributing the agenda of each meeting of the Steering Committee at least seven (7) days prior to such meeting; and recording, distributing and storing the minutes of such meetings.

c) The Steering Committee Member of the Ministry shall act as Steering Committee chair in the absence of the Steering Committee chair, with all of the duties, rights and responsibilities of the Steering Committee chair. In the absence of the Steering Committee chair and the Steering Committee Member of the Ministry, and provided a quorum of Steering Committee Members is present, the Steering 19

Committee Members present shall select an acting Steering Committee chair from amongst themselves, with all of the duties, rights and responsibilities of the Steering Committee chair. 33. Meetings a) The Steering Committee shall meet at least once a month and may meet more often where the Chair requisitions special meetings. b) Unless the Steering Committee decides otherwise, all meetings of the Steering Committee shall be held at the Project Office. c) Any two (2) Steering Committee Members can, by at least ten (10) days prior written notice to the chair and to the other Steering Committee Members, requisition a special meeting of the Steering Committee. The written notice shall specify the issue. 34. Quorum

A quorum for the transaction of business at any meeting of the Steering Committee shall consist of at least sixty percent (60%) of the total number of the Steering Committee Members of all Parties, except the Agent. 35. Voting

The Ministry, on its own behalf, and each User shall have one vote. 36. Policy Decisions a) All Policy Decisions of the Steering Committee require the concurrence of at least sixty percent (60%) of the Steering Committee Members present. b) The following decisions are Policy Decisions: i. establishment of sub-committees to assist in fulfilling the Procurement, including sub-committees to recommend a process to the Ministry, acting on its own behalf and as Agent, for the evaluation of each proponents proposals and provide advice with regard to the Ministrys negotiation, acting on its own behalf and as Agent, with the highest-rated proponent; recommendation for approval to the Executive Committee of each of the Procurement Documents and any amendments to these documents;

ii.

20

iii. iv.

approval of the evaluation process for the RFP, assessment payment process and financial reports for the Procurement; recommendation to the Executive Committee of the Ministry entering into the Contract with the highest-rated proponent, and any amendments to the Contract; recommendation to the Executive Committee of a Budget and any changes to the Budget, including changes resulting from a Budget Issue; establishment of rules and procedures regarding its own meetings; approval of the Communication Plan; and approval of the risk management and insurance objectives for the Procurement.

v. vi. vii. viii.

c) Policy Decisions that have not been resolved by the Steering Committee shall be forwarded to the Executive Committee for resolution.

ARTICLE VIII EXECUTIVE COMMITTEE


37. Establishment of Executive Committee

Each User authorizes the Ministry to establish an Executive Committee. The role of the Executive Committee shall be to provide overall leadership and direction, monitor progress, and make adjustments to ensure the Procurement is carried out in accordance with an implementation schedule to be approved by the Executive Committee under Paragraph 43 a)(iv) (Executive Decisions), and to provide any necessary approval in accordance with this Article VIII (Executive Committee). 38. Appointment of Executive Committee Members

The Ministry, acting on its own behalf, and each User shall appoint one member to the Executive Committee (the Executive Committee Member). The Ministry, acting on its own behalf, and each User may also appoint one or more alternates for such Partys Executive Committee Member (an Alternate Executive Committee Member). An Alternate Executive Committee Member may attend and act at Executive Committee meetings in the Executive Committee Members absence, as if such Alternate Executive Committee Member was the Executive Committee Member for such Party. The appointment of the Executive Committee Member and the Alternate Executive Committee Member for a User shall be confirmed by a by-law or resolution of the 21

council of the Municipality or the commission or board (as applicable). The designation shall refer to a position rather than a specific individual. 39. Chair of Executive Committee a) The Ministry shall appoint the chair of the Executive Committee from the Membership of the Committee to serve at the pleasure of the Ministry for a term of one (1) year which may, at the discretion of the Ministry, be extended for additional one (1) year terms with no maximum of years in that position. b) The responsibilities of the Executive Committee chair include: i. ii. iii. establishing the agenda of each meeting of the Executive Committee; distributing the agenda of each meeting of the Executive Committee at least seven (7) days prior to such meeting; and recording, distributing and storing the minutes of such meetings.

c) The Alternate Executive Committee Member of the Ministry shall act as Executive Committee chair in the absence of the Executive Committee chair, with all of the duties, rights and responsibilities of the Executive Committee chair, including voting. In the absence of the Executive Committee chair and the Alternate Executive Committee Member of the Ministry, and provided a quorum of Executive Committee Members is present, the Executive Committee Members present shall select an acting Executive Committee chair from amongst themselves, with all of the duties, rights and responsibilities of the Executive Committee chair. 40. Meetings a) The Executive Committee shall meet at least four (4) times per year, and may meet more often where the chair requisitions special meetings. b) Unless the Executive Committee decides otherwise, all meetings of the Executive Committee shall be held at the Ministry of Transportation office at Queens Park. c) Any two (2) Executive Committee Members can, by at least ten (10) days prior written notice to the chair and to the other Executive Committee Members, requisition a special meeting of the Executive Committee. The written notice shall specify the issue.

22

41.

Quorum

A quorum for the transaction of business at any meeting of the Executive Committee shall consist of at least sixty percent (60%) of the Executive Committee Members of all Parties. 42. Voting

The Ministry, on its own behalf, and each User shall have one vote. 43. Executive Decisions a) The following are Executive Decisions that require the concurrence of the Executive Committee Members present: i. ii. iii. iv. v. approval of each of the Procurement Documents and any amendments to these documents; approval of the Budget and any changes to the Budget, including a change resulting from a Budget Issue; approval of the Ministry entering into the Contract with the Vendor, and any amendments to the Contract; approval of an implementation schedule and the payment schedule; and resolution of issues brought forward by the Steering Committee for resolution.

b) The following are Executive Decisions that relate to the performance of the Agent and the Ministry and, despite Section 41 (Quorum), require the concurrence of the Executive Committee Members representing all the Service Providers: i. approval of the Ministry, acting on its own behalf and as Agent, assigning its rights and obligations under this Agreement in accordance with Section 89 (No assignment); the determination of whether an Event of Default on the part of the Ministry, acting on its own behalf or as Agent, or both, has occurred; the determination of whether an Event of Default on the part of the Ministry, acting on its own behalf or as Agent, or both, is curable or has been cured; and 23

ii. iii.

iv.

approval of the termination of this Agreement in accordance with Section 73 (Termination for Event of Default by Ministry), taking into consideration whether the termination date can be resolved so as to minimize the adverse impact on the GTA Fare System.

c) Any failure of the Executive Committee to achieve concurrence on any matter under this Section 43 (Executive Decisions) shall be dealt with in accordance with Article XVII (Dispute resolution).

ARTICLE IX VENDOR
44. Ministrys Contract with Vendor

The Ministry shall enter into a Contract, or agree to any Contract amendment, with a Vendor only after it has received the approval of the Executive Committee to enter into such Contract, or amend such Contract. 45. Disputes with Vendor

Disputes between any or all of the Ministry, a User and the Vendor shall be resolved in accordance with the Contract, the terms of this Agreement, and any applicable law. 46. Users and Agents responsibilities in dispute with Vendor a) The Ministry shall be responsible for the handling of all disputes that may arise between it and the Vendor under the Contract. b) Despite the above, each User shall be responsible for the handling of all disputes that may arise between the User and the Vendor in relation to any direct contract exclusively entered into between the User and the Vendor in accordance with Section 21 (No Contract between Users and Vendor). The Ministry, if requested by any of the Users and without subjecting itself to any costs, including legal costs, or liability, may join in the resolution of complaints with the Vendor. 47. Dispute costs

Unless otherwise provided in the Contract, dispute costs, including the Ministrys while acting as Agent, such as the Ministrys legal expenses and other costs related to the dispute are to be borne by any Party to which the complaint relates and the Vendor.

24

ARTICLE X CONFLICT OF INTEREST


48. No conflict of interest

Each User and any of its respective advisors, partners, directors, commissioners, officers, Personnel, agents, or Contractors shall not engage in any activity or provide any services where such activity or the provision of such services creates a conflict of interest (actually or potentially) with the terms and conditions set out in this Agreement. Each User acknowledges and agrees that it shall be a conflict of interest for it to use Confidential Information relevant to the Procurement, or otherwise, where the Ministry, acting on its on behalf and as Agent, has not specifically authorized such use.

ARTICLE XI FUNDING & PAYMENT PROCESS


49. Ministry funding contribution a) Subject to Section 53 (Insufficient funds provided by the Legislature or Municipal Council) and Cabinet approval, the Ministry shall financially contribute to the Procurement, either directly or indirectly through a Successor, as follows: i. ii. 100% of the Capital Costs for the acquisition and implementation of the Central System; 33.33% towards the Capital Costs for the acquisition and implementation of the Municipal Systems, subject to the entering into a funding agreement between the Ministry and each Municipality and the City of Hamilton; 100% of the Capital Costs for the acquisition and implementation of the GO Transit System; and Subject to Subsection 50 b), 100% of the Operating Costs for the Central System.

iii. iv. 50.

User funding contribution

Subject to Section 53 (Insufficient funds provided by the Legislature or Municipal Council), each User shall financially contribute to the Procurement as follows:

25

a) 66.67% towards the Capital Costs for the acquisition and implementation of the Municipal System for that User; b) 100% of the Users own Operating Costs for the Centrally Managed Services (as more particularly set out in Schedule F (Cost components and funding responsibilities), Table 4). 51. Payment process

Each User agrees that payments towards the Procurement will be assessed in accordance with a payment schedule to be approved by the Executive Committee and, where requested by the Ministry, acting on its own behalf and as Agent, either directly or indirectly through a Successor, each User shall promptly pay its assessments in accordance with the payment schedule. 52. Default in payment by User

Each User agrees that the Ministry, acting on its own behalf and as Agent, shall be responsible for payments to the Vendor under the Contract, either directly or indirectly through a Successor, and that moneys for such payments shall be recovered by the Ministry, acting on its own behalf and as Agent, either directly or indirectly through a Successor, from the Users in accordance with Section 51 (Payment process). If the Ministry, acting on its own behalf and as Agent, either directly or indirectly through a Successor requests that payment be made by a User, in accordance with the terms of this Agreement, to satisfy the terms of the Contract, and the User provides no or insufficient funds to pay, when due, for the Procurement payments, then the User, with respect to the Procurement, shall have no interest in the Procurement or income relating thereto or proceeds thereof and Section 71 (Event of Default) shall apply. 53. Insufficient funds provided by the Legislature or Municipal Council a) By virtue of the Financial Administration Act, the obligations of the Ministry, acting on its own behalf and as Agent, GO Transit, and any Successor, where applicable, to make any payment under this Agreement are deemed to be subject to the condition that the payment is authorized by an appropriation for the fiscal year in which the payment comes due or its having been charged to an appropriation for a prior fiscal year. b) If, in the opinion of the Ministry, acting on its own behalf and as Agent, the Legislative Assembly of Ontario does not provide the Ministry, GO Transit, or a Successor, where applicable, with sufficient funds to continue its participation in this Agreement for any provincial fiscal year during which this Agreement is in effect, the Ministry, acting on its own behalf and as Agent, may terminate this Agreement in accordance with the terms specified in Section 74 (Termination without cause by the Ministry). 26

c) If the Municipal Council of the Municipality does not provide the Municipality with sufficient funds to continue its participation in this Agreement for any municipal fiscal year during which this Agreement is in effect, the Municipality and, in the case of Toronto and Hamilton, the TTC and HSR, as applicable, may terminate this Agreement in accordance with the terms specified in Section 75 (Termination without cause by a Service Provider).

ARTICLE XII PROCUREMENT


54. Procurement Guidelines

The Contract with a Vendor shall be consistent with the Procurement Guidelines. 55. Instructions from User

Subject to the provisions of this Agreement, each User shall provide a list of designated contacts to the Ministry, acting on its own behalf and as Agent, and such designated contacts shall have the authority to provide instructions to the Ministry, acting on its own behalf and as Agent. The Ministry, acting on its own behalf and as Agent, may honour instructions for the Procurement purporting to be issued by the designated contacts of a User given by telephone, facsimile or other electronic transmission, without the necessity of any verification or enquiry. The Ministry, acting on its own behalf and as Agent, shall not incur any liability to a User by reason of acting on, or any error or omission, in such instructions.

ARTICLE XIII ASSETS


56. Assets

Each User agrees that the Procurement may include an aggregation of assets. At any time, each of the Ministry, Successor(s), or Users who has/have paid moneys towards the Procurement has/have at that time, save and except for the Ministrys contribution under Paragraph 49 a) (ii) (Ministry funding contribution) and subject to Section 52 (Default in payment by User), an undivided percentage legal or beneficial, or both, ownership interest in any particular asset acquired through the Procurement proportional to the amount of money paid by the Ministry, Successor, or User, respectively and as applicable, towards the particular asset procured. For greater clarity, the Users shall not have any legal or beneficial, or both, ownership interest in the Central System which shall be owned by the Ministry or a Successor. Subject to this 27

Agreement, while participating as a User in relation to the GTA Fare System, no User has the right to distribute any asset acquired through the Procurement. 57. Intellectual Property

Any Intellectual Property Right that may be owned in relation to the GTA Fare System shall be owned by the Ministry or a Successor. Despite the above, the Ministry shall work with Users to address the necessary Intellectual Property Rights Users may need for use of the GTA Fare System, with a view to establishing the scope of the rights required.

ARTICLE XIV COMMUNICATION PLAN


58. Communication Plan a) The Parties agree that any communication with third parties in relation to the GTA Fare System shall be carried out in accordance with the terms and conditions set out in the Communication Plan approved by the Steering Committee under Paragraph 36 b) (vii) (Policy Decisions); and b) The purpose of the Communication Plan is for the Ministry and Users to communicate with the public about the GTA Fare System and to enhance opportunities for appropriate, continuous and consistent recognition of the cooperative efforts of the Parties. The Communications Plan shall include the communications requirements set out in Schedule G (Communication Requirements).

ARTICLE XV CONFIDENTIAL INFORMATION


59. Confidential Information

During and following the term of this Agreement, each of the TTC, HSR, and GO Transit shall keep, in accordance with the terms and conditions set out in Schedule E1 (TTC Confidentiality Agreement), E-2 (HSR Confidentiality Agreement) and E-3 (GO Transit Confidentiality Agreement), respectively, and each Municipality in accordance with the terms and conditions set out in Schedule E-7 (Municipalities confidentiality requirements), and ensure that its advisors, agents, directors, commissioners, officers, partners, Personnel, representatives and Contractors keep all Confidential Information confidential in accordance with the terms and conditions set out in any applicable Confidentiality Agreement, and Recipient Confidentiality Agreement, as set out in the instructional notes to each of these agreements. 28

60. 61.

Intentionally deleted Injunctive and other relief

Each User acknowledges that breach of any provisions of this Article XV (Confidential Information) may cause irreparable harm to the Ministry, acting on its own behalf and as Agent, or to third party to whom the Ministry, acting on its own behalf and as Agent, owes a duty of confidence, and that the resulting injury to the Ministry, acting on its own behalf and as Agent, or to any third party may be difficult to calculate and adequately compensate in damages. Each User agrees that the Ministry, acting on its own behalf and as Agent, is entitled to obtain injunctive relief (without proving any damage sustained by it or by any third party) or any other remedy against any actual or potential breach of the provisions of this Article XV (Confidential Information), subject to any applicable statutory exemptions and acknowledging that any request for equitable relief is within the discretion of a court. 62. Notice and protective order

If a User or any of its advisors, agents, directors, commissioners, officers, partners, Personnel, representatives or Contractors becomes legally compelled to disclose any Confidential Information, the User shall provide the Ministry, acting on its own behalf and as Agent, with prompt notice to that effect to allow the Ministry, acting on its own behalf and as Agent, to seek one or more protective orders or other appropriate remedies to prevent or limit such disclosure, and it shall co-operate with the Ministry, acting on its own behalf and as Agent, and the Ministrys legal counsel to the fullest extent. If such protective orders or other remedies are not obtained, the User will disclose only that portion of the Confidential Information which the User is legally compelled to disclose, only to such person or persons to which the User is legally compelled to disclose, and the User shall provide notice to each such person or persons in co-operation with legal counsel for the Ministry, acting on its own behalf and as Agent that such Confidential Information is confidential and subject to non-disclosure on terms and conditions substantially similar to and not materially less protective than those in this Agreement and, if possible, shall obtain each such person or persons written agreement to receive and use such Confidential Information subject to those terms and conditions. 63. Users advisors, agents, Personnel and Contractors

The User shall limit the disclosure of the Confidential Information to only those of its advisors, agents, directors, commissioners, officers, Personnel, representatives or Contractors who need to know it in order to perform the Users obligations under this Agreement and who have been specifically authorized by the User to have such disclosure. Each User shall advise its advisors, agents, directors, commissioners, officers, Personnel, representatives and Contractors of the requirements of this Article 29

XV (Confidential Information) and take appropriate action to ensure their compliance with its terms. In addition to any other liabilities of the User pursuant to this Agreement or otherwise at law or in equity, the User shall be liable for any and all liability, losses, costs, damages, expenses (including all reasonable legal, expert and consultant fees), causes of action, and proceeding arising from any non-compliance with this Article XV (Confidential Information) by the Users advisors, agents, directors, commissioners, officers, Personnel, representatives or Contractors. The User shall execute or require each of its advisors, agents, directors, commissioners, officers, Personnel and Contractors involved in any way in fulfilling the Users obligations under this Agreement to execute a Confidentiality Agreement, where applicable and as set out in the instructional notes to each of the Confidentiality Agreements, which shall form part of this Agreement. In addition to the above, unless the User is executing the Confidentiality Agreement on behalf of its advisors, agents, directors, commissioners, officers, Personnel, representatives or Contractors, the User shall request each undersigned to a Confidentiality Agreement who will disclose Confidential Information in accordance with such Confidentiality Agreement to require the recipient of that Confidential Information to execute the applicable Recipient Confidentiality Agreement, as set out in the instructional notes to each of the Recipient Confidentiality Agreements, which shall form part of the Agreement. The User shall provide the Ministry, acting on its own behalf and as Agent, with an original signed copy of each executed Confidentiality Agreement and Recipient Confidentiality Agreement prior to any Confidential Information being provided to a Users advisors, agents, directors, commissioners, officers, Personnel, representatives and Contractors.

ARTICLE XVI NOTICE OF COMPLETION


64. Notice of completion

Upon the Procurement Completion with respect to a User, the User shall send a notice of Procurement Completion to the Agent, in the form provided by the Agent. On the Agents acceptance of the notice of Procurement Completion, the obligations of the User as a Party under this Agreement shall terminate, subject to the survival of certain obligations as provided in Section 86 (Survival).

ARTICLE XVII DISPUTE RESOLUTION


65. Legal remedies for disputes

The Parties hereby agree to utilize the following escalation procedure to resolve any dispute, question, claim, or other matter arising out of or relating to this Agreement (collectively, a Dispute) prior to resorting to any legal remedies. Despite the above, 30

this Article XVII (Dispute resolution) shall not apply to any dispute between the Ministry, acting on its own behalf and as Agent, and GO Transit. 66. Three-tiered dispute resolution

The Parties agree that any Dispute shall be referred for dispute resolution by high-level negotiation, mediation or arbitration in the manner hereinafter described. For greater certainty, a Party may refer a Dispute to dispute resolution under the provision of this Article XVII (Dispute resolution) by the delivery of a notice requesting dispute resolution to the other Parties, which notice shall set out the Dispute in reasonably sufficient detail (a Dispute Notice). 67. High-level negotiation a) Subject to Subsection 67 b) (High-level negotiation), in the event a Party issues a Dispute Notice to the other Parties, the Chief Administrative Officer or equivalent of each Party shall meet and make a good faith effort to resolve the Dispute as set out in the Dispute Notice in a prompt manner and for the purpose of same, each Party shall provide its negotiator with full and timely disclosure of all relevant facts, information and documents to facilitate such negotiation. Negotiations shall be commenced within thirty (30) Business Days of the delivery of a Dispute Notice and shall, unless all Parties agree otherwise, be concluded within thirty (30) Business Days of their commencement. In the event that a resolution satisfactory to all Parties is achieved through such negotiations, the Parties shall issue a joint statement detailing the manner in which the Dispute has been resolved. b) Despite Subsection 67 a) (High-level negotiation), any Dispute related to Paragraphs 43 a) (i), (ii) and (iii) and b) (i) (Executive Decisions) shall be referred to the Minister of Transportation, the chair of GO Transit, the TTC, and HSR, and the Head of Council for each Municipality rather than to the Chief Administrative Officer or equivalent of each Party. 68. Mediation

If the Dispute has not been resolved through high-level negotiation as contemplated in Section 67 (High-level negotiation), the Dispute will be referred to structured negotiation with the assistance of a mediator appointed by mutual agreement of the Parties within thirty (30) Business Days of any Party issuing a supplementary Dispute Notice requesting mediation. If a mutual agreement is not reached within the timelines set out above, then the Ministry, acting in good faith, may appoint a mediator and provide the other Parties with written notice of such appointment. The mediator shall be an independent person who by training and experience has the professional qualifications and the mediation skills to mediate any Dispute that may arise among the Parties to this 31

Agreement. Unless the Parties agree otherwise at the time, the mediation shall proceed in accordance with the mediation procedures set out in Schedule H (Mediation). If the Parties achieve a resolution of the Dispute, the mediator shall confirm the resolution in writing. If the Parties do not resolve the Dispute, the mediator shall provide a written confirmation that the Parties were unable to resolve the Dispute. 69. Arbitration a) Any Party may, within thirty (30) Business Days of the delivery of the mediators confirmation that the Parties were unable to resolve their Dispute, issue a supplementary Dispute Notice requesting arbitration. The Parties shall proceed to arbitration in the manner described in Schedule I (Arbitration), unless the Parties are required by legislation to arbitrate only in a manner otherwise than as described in Schedule I (Arbitration), in which event the Parties shall arbitrate the Dispute as required by such legislation. b) Any determination by arbitration shall be final and binding upon the Parties, and not subject to appeal or challenge, except such limited relief provided under Subsection 45(1) (Appeal on a question of law, with leave) or Section 46 (Setting aside award) of the Arbitration Act, 1991. 70. Performance to continue

Notwithstanding that a matter has been referred to dispute resolution under the provisions of this Article XVII (Dispute resolution), the Parties shall throughout the period of dispute resolution endeavour to perform their respective obligations under the terms of this Agreement to the best of their abilities.

ARTICLE XVIII DEFAULT, ENFORCEMENT AND TERMINATION


71. Event of Default a) Each of the following events is an event of default in respect of either a User, the Ministry, acting on its own behalf or as Agent, (Event of Default), as applicable: i. if any representation or warranty made by the User in this Agreement or any documentation delivered to the Ministry, acting on its own behalf or as Agent, by the User pursuant hereto shall be materially false or misleading in any respect; if the User is in default in carrying out any of the material terms, covenants, or obligations of this Agreement to be carried by the User, 32

ii.

including any default in payment by the User under Section 52 (Default in payment by User); iii. if the Ministry, acting on its own behalf or as Agent, is in default in carrying out any of the material terms, covenants, or obligations of this Agreement to be carried by the Ministry, acting on its own behalf or as Agent; if the User or any of their respective advisors, partners, directors, commissioners, officers, Personnel, agents, representatives, or Contractors has breached the requirements of Article X (Conflict of interest) and Article XV (Confidential Information).

iv.

72.

Ministry remedies for Event of Default by User

a) Notwithstanding any other rights which the Ministry, acting on its own behalf and as Agent, may have under this Agreement, if an Event of Default by a User has occurred, the Ministry, acting on its own behalf and as Agent, shall have the following remedies provided that, in the case of an Event of Default which is curable, the Ministry, acting on its own behalf and as Agent, has first given written notice of the Event of Default to the defaulting User and the defaulting User has failed to correct the Event of Default within thirty (30) Business Days or such longer period of time as the Ministry, acting on its own behalf and as Agent, may consent in writing: i. the Ministry shall have no further obligation to provide any funding towards any aspect of the Procurement that directly relates to the defaulting User; the Ministry, acting on its own behalf and as Agent, may, at its option, terminate the defaulting Users right to participate in the Procurement by giving the defaulting User at least thirty (30) Business Days prior written notice of the termination date. As of the termination date: (1) the defaulting User shall no longer participate in the Procurement; (2) the defaulting User shall no longer be a User for the purpose of this Agreement; (3) the defaulting User shall, forthwith, pay to the Ministry, acting on its own behalf and as Agent, any outstanding payment obligations, including any amount due by the Ministry, acting on its own behalf and as Agent, acting on behalf of the defaulting User to the Vendor or any third party in relation to the GTA Fare System; and 33

ii.

(4) the defaulting User shall maintain any ownership interest it may have in any asset that solely forms part of the Municipal System, TTC Initial System or the GO Transit System, as applicable, and for which the User has any right as set out in Section 56 (Assets); and iii. 73. subject to Article XVII (Dispute Resolution), the Agent may avail itself of any other legal remedies that may be available to it under law or in equity.

Termination for Event of Default by Ministry

If an Event of Default by the Ministry, acting on its own behalf or as Agent, has occurred, as determined by the Executive Committee in accordance with Paragraph 43 b) (ii) (Executive Decisions), a Service Provider shall have the following remedies provided that, in the case of an Event of Default which is curable, as determined by the Executive Committee in accordance with Paragraph 43 b) (iii) (Executive Decisions), the Executive Committee shall have first given written notice of the Event of Default to the Ministry, acting on its own behalf and as Agent, and the Ministry, acting on its own behalf and as Agent, has failed to correct the Event of Default within thirty (30) Business Days or such longer period of time as the Executive Committee may approve in writing: a) The Service Provider may, subject to Section 76 (Obligations survive) terminate this Agreement by giving the Ministry, acting on its own behalf and as Agent, at least thirty (30) Business Days prior written notice of the termination date. b) The Ministry, acting on its own behalf and as Agent, shall distribute the proceeds of the sale of the assets acquired through the Procurement, if any and subject to Section 56 (Assets), minus any amount due by the Users under this Agreement. Any outstanding payment obligations of the Users, including any amount due by the Ministry, acting on its own behalf and as Agent, on behalf of any of the Users to the Vendor or any third party in relation to the GTA Fare System, remaining as of the date of termination for Event of Default by the Ministry shall remain in effect, due and payable to the Ministry, acting on its own behalf and as Agent. For greater clarity and also subject to Section 56 (Assets), each Party shall only be entitled to the proceeds of any sale, minus any amount due by the Users under this Agreement, in accordance with the percentage legal or beneficial, or both, ownership interest in any particular asset it may have and for which it has paid moneys towards that particular asset; c) Subject to Section 76, (Obligations survive), as of the date of termination under Paragraph (a) above, the Users shall have no further obligation to provide any funding towards any aspect of the Procurement; and d) Subject to Article XVII (Dispute resolution), each Service Provider may avail itself of any other legal remedies that may be available to it at law or in equity.

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74.

Termination without cause by the Ministry

The Ministry, acting on its own behalf and as Agent, may terminate this Agreement at any time, without cause, by delivering written notice, in accordance with Article XX (Notice), to that effect to each User, which notice shall be effective sixty (60) calendar days following delivery of the notice by the Ministry, acting on its own behalf and as Agent. Any outstanding payment obligations of the Users, including any amount due by the Ministry, acting on its own behalf and as Agent, on behalf of any of the Users to the Vendor or any third party in relation to the GTA Fare System, remaining as of the date of termination without cause shall remain in effect, due and payable to the Ministry, acting on its own behalf and as Agent. The Ministry, acting on its own behalf and as Agent, shall distribute the proceeds of the sale of the assets acquired through the Procurement, if any and subject to Section 56 (Assets), minus any amount due by the Users under this Agreement. For greater clarity and also subject to Section 56 (Assets), each Party shall only be entitled to the proceeds of any sale, minus any amount due by the Users under this Agreement, in accordance with the percentage legal or beneficial, or both, ownership interest in any particular asset it may have and for which it has paid moneys towards that particular asset. 75. Termination without cause by a Service Provider

A Service Provider may terminate its participation under this Agreement at any time, without cause, by delivering written notice, in accordance with Article XX (Notice), to that effect to the other Parties which notice shall be effective sixty (60) calendar days following delivery of the notice by the Service Provider. The appointment of the Service Providers members and their alternates on the Steering Committee and the Executive Committee shall terminate as of the date of the notice. In addition and for greater clarity, despite the Service Providers termination of its participation under this Section 75 (Termination without cause by a Service Provider), this Agreement shall remain in full force and effect between the remaining Parties. Any outstanding payment obligations of the Service Provider, including any amount due by the Agent on behalf of the Service Provider to the Vendor or any third party in relation to the GTA Fare System and damages the Agent may incur as a result of the Service Providers termination without cause, remaining as of the date of termination without cause, shall remain in effect, due and payable to the Agent. 76. Obligations survive

Despite a termination under this Article XVIII (Default, enforcement and termination), each Party agrees that certain rights and obligations (whether contingent or matured, absolute or not), as set out in Section 86 (Survival), of each Party existing immediately before the termination shall survive such termination.

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ARTICLE XIX LIABILITY


77. Liability

In no event shall any Party to this Agreement or its respective advisors, agents, appointees and employees, or any member of the Executive Council of Ontario and their advisors and staff be liable for any incidental, indirect, special or consequential damages, or any loss of use, revenue or profit to any other Party, or any of its respective advisors, agents, directors, commissioners, officers, Personnel, representatives or Contractors arising out of or in any way related to the Procurement. For greater certainty this section does not apply to any matter arising out of the operation of the GTA Fare System which shall be addressed in the Operating Agreement.

ARTICLE XX NOTICE
78. Address for notices a) Any notice or other communication required or permitted to be given under this Agreement shall be in writing and shall be delivered or sent by registered mail, postage prepaid or facsimile (with follow-up mailed copy unless otherwise specified in this Agreement) to the addresses or facsimile numbers set out in Schedule C (User information sheet) in respect of each User kept by the Agent and provided to each User, and, in the case of the Agent or the Ministry, or both, to: Att.: Project Director GTA Fare System Project GO Transit 20 Bay Street, Suite 600 Toronto, Ontario Canada M5J 2W3 Fax: (416) 869-1794 b) Changes to the addresses and facsimile numbers may be made in the manner set out in this Section 78 (Address for notices).

36

79.

Effective Date

Any such notice or other communication shall be deemed to have been given and received, if delivered, on the day of delivery (or, if the day is not a Business Day, on the next following Business Day) or, if mailed, on the second Business Day following the day in which it is mailed. If a strike or lockout of postal employees is in effect or generally known to be impending on the date of mailing, any such notice or other communication shall be delivered and not sent by mail. If sent by facsimile before 5:00 p.m. Toronto, Ontario time on a Business Day, the notice or other communication shall be deemed to have been received on that day, and if sent after 5:00 p.m. Toronto, Ontario time on a Business Day, it shall be deemed to have been received on the next Business Day following the date of transmission.

ARTICLE XXI RECORD AND AUDIT


80. Maintenance of records by Agent

The Agent shall keep and maintain in an organized and accessible mode and manner records and documentation sufficient to detail the significant history of the Procurement, including the rationale for the method of Procurement, Procurement of contract type, contractor Procurement or rejection, and the basis for the Contract price. 81. Period for keeping records

The Agent shall keep and maintain records related to the Procurement for a period of seven (7) years from the date this Agreement has expired or is terminated in accordance with the terms of this Agreement. 82. Examination of record

Subject to any obligations or restrictions the Agent may have at law and at the User costs, a User may during normal business hours, upon reasonable notice and with no more than minimal disruption to the Agents ongoing business and affairs, examine any record relating to its participation in the Procurement.

ARTICLE XXII GENERAL


83. No waiver a) The benefit of any provision of this Agreement may be waived in whole or in part by the Party for whose benefit the provision operates and either Party may waive 37

any or all of its rights in the event of a breach of any provision of this Agreement by the other Party. A waiver is binding on the waiving Party only if it is in writing. A waiver may be absolute or may be limited in any way as to duration or scope. b) The failure by one of the Parties to insist in one or more instances on the performance by the other Party of any of the terms or conditions of this Agreement shall not be construed as a waiver by the Party of its right to require future performance of any such terms or conditions, and the obligations of the other Party with respect to such future performance shall continue to be in full force and effect. 84. Force Majeure a) A Party shall not be responsible for failures in performance due to force majeure. b) "Force Majeure" means any circumstance or act beyond the reasonable control of a Party claiming Force Majeure, including an intervening act of God or public enemy, war, blockade, civil commotions, labour stoppages, strikes or lockouts, fire, flood, earthquake, epidemic, quarantine restriction, a stop-work order or injunction issued by a court or public authority having jurisdiction, or governmental embargo, which delays the performance of any obligation created by this Agreement beyond its scheduled time, provided such circumstance or act is not expressly dealt with under this Agreement or does not arise by reason of: i. ii. the negligence or wilful misconduct of the Party claiming Force Majeure or those for whom it is responsible at law; any act or omission by the Party claiming Force Majeure (or those for whom it is responsible at law) in breach of the provisions of this Agreement; lack or insufficiency of funds or failure to make payment of monies;

iii.

c) Provided further that, in the case of an event of Force Majeure, the Party affected thereby shall notify the other Party and the Ministry, acting on its own and as Agent, if the Ministry, acting on its own behalf and as Agent, is not the other Party, as soon as possible and in any event within five (5) Business Days following the date upon which the affected Party first becomes aware (or should have been aware, using all reasonable due diligence) of such event so that the other Party may verify same.

38

85.

Remedies cumulative

All remedies, rights, undertakings, obligations and agreements of the Parties by law or under this Agreement or otherwise shall be cumulative, and none thereof shall be in limitation of any other remedy, right, undertaking, obligation or agreement of any Party. Each Party may follow any remedy to which it is entitled by law or under this Agreement or otherwise concurrently or successively, at its option. 86. Survival

Articles X (Conflict of interest), XIII (Assets), XIV (Communication Plan), XV (Confidential Information), XVIII (Default, enforcement and termination), XIX (Liability), XXI (Record and audit), and Section 17 (Representations and warranties of User) shall survive the expiration or termination of this Agreement. 87. Amendment

Except as expressly provided herein, this Agreement may be amended or modified only by an instrument in writing executed by each of the Parties, which will form part of the Agreement. 88. Interest

The Ministry, acting on its own behalf and as Agent, reserves the right to demand interest on any payment owing by any User under the terms of this Agreement at the rate established under Section 10 of the FAA. The User shall pay the amount of interest owing upon receipt of a written demand that sets out the rate of interest in accordance with the FAA and within the period specified by the Ministry, acting on its own behalf and as Agent. 89. No assignment a) Except as otherwise provided in this Agreement, including Section 14 (Change in Ministrys participation), the Ministry, acting on its own behalf and as Agent, shall not dispose of the whole or any part of its rights or obligations under this Agreement without the express written consent of the Executive Committee, in accordance with the provisions in Paragraph 43 b) (i) (Executive Decisions). b) No User shall dispose of the whole or any part of its rights or obligations under this Agreement without the express written consent of the Ministry, acting on its own behalf and as Agent, which consent shall not be unreasonably withheld. 39

90.

Further action

Each Party shall at all times promptly execute and deliver and cause to be executed and delivered such documents and take and cause to be taken such action as may be necessary or appropriate to give effect to the provisions of this Agreement. 91. Enurement

This Agreement shall enure to the benefit of and be binding upon each Party and their respective successors and permitted assigns. 92. Time of the essence

In the performance and observance of the terms and conditions of this Agreement, time is of the essence and no extension or variation of this Agreement shall operate as a waiver of this provision. 93. Counterparts

This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original, and all such counterparts shall together constitute one and the same instrument. All signatures of the Parties to and pursuant to this Agreement may be transmitted by facsimile and such facsimile shall for all purposes be deemed to be the original signature of the person whose signature it produces and shall be binding upon that person and on the Party on whose behalf that person signed. 94. Gas tax

Subject to any amendment to the Guidelines and Requirements, for greater clarity and for the purpose of Section 4 (General Eligibility Requirements) of the Dedicated Gas Tax Funds for Public Transportation Program 2004 Guidelines and Requirements (the Guidelines and Requirements), beginning in 2005, the Municipalities, the City of Toronto through the TTCs and the City of Hamilton through the HSRs participation will have demonstrated their participation in the GTA Farecard project by having entered or having requested the TTC and the HSR, respectively, to enter into this Agreement.

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IN WITNESS WHEREOF, the Ministry and each of the Users have respectively executed and delivered this Agreement as of the date set out above. Date:___________________ HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF ONTARIO, represented by the Minister of Transportation for the Province of Ontario Per: _____________________________ Name: Minister Date: ___________________ TORONTO TRANSIT COMMISSION Per: _____________________________ Name: Chief General Manager Per: _____________________________ Name: General Secretary We have the authority to bind the corporation. Date: ____________________ GREATER TORONTO TRANSIT AUTHORITY Per: _______________________ ______ Name: Per: Managing Director and Chief Executive Officer ____________________________ Name: Secretary We have the authority to bind the corporation.

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Date: ____________________

THE CORPORATION OF THE CITY OF MISSISSAUGA Per: ____________________________ Name: Mayor Per: ____________________________ Name: Clerk We have the authority to bind the corporation.

Date: ____________________

THE HAMILTON STREET RAILWAY COMPANY Per: ____________________________ Name: Mayor Per: ____________________________ Name: Clerk We have the authority to bind the corporation.

Date: ____________________

THE REGIONAL MUNICIPALITY OF YORK Per: ____________________________ Name: Regional Chair Per: ____________________________ Name: Regional Clerk We have the authority to bind the corporation. 42

Date: ____________________

THE CORPORATION OF THE CITY OF BURLINGTON Per: ____________________________ Name: Mayor Per: ____________________________ Name: Clerk We have the authority to bind the corporation.

Date: ____________________

THE CORPORATION OF THE CITY OF BRAMPTON Per: ____________________________ Name: Mayor Per: ____________________________ Name: Clerk We have the authority to bind the corporation.

Date: ____________________

THE CORPORATION OF THE TOWN OF OAKVILLE Per: ____________________________ Name: Mayor Per: ____________________________ Name: Clerk We have the authority to bind the corporation. 43

Date: ____________________

___________________________________ Per: ____________________________ Name: Title: ______________ Per: ____________________________ Name: Title:________________ We have the authority to bind the corporation.

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SCHEDULE A DESCRIPTION OF GTA FARE SYSTEM AND RELATED COMPONENTS


1. GTA Fare System The GTA Fare System will include a GTA farecard allowing customers to ride on any participating GTA transit system without knowing the fare policies of each transit system in advance. The GTA farecard will be a credit card sized plastic card with an embedded computer chip and an antenna for contactless communication, that can be programmed to store transit fare payment options and other information required for fare collection. The common currency for fare payment will be an electronic purse (e-purse). The epurse is the electronic version of cash that can provide full fare payment interoperability on the Municipal Systems, the TTC Initial System and GO Transit System. In addition, the e-purse: 1) can provide for the development of more flexible and market driven fare policies that could be implemented through a customer loyalty program; 2) could allow agencies to reduce the proportion of fares paid by cash; and 3) could replace existing paper fare payment options (tickets, passes, etc.). The following is a schematic of the high level architecture of the GTA Fare System:

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2.

Central System

The Central System will be the link to all of the Municipal Systems, the TTC Initial System, when implemented, and the GO Transit System, acquiring all farecard transaction data, holding e-purse value in a separate bank account and disbursing funds to each User on a daily basis, providing customer farecard support services and central technical support. The Central System will be a secure network of servers and appropriate networking equipment, designed to provide services seven (7) days a week and twenty-four (24) hours per day. The Ministry shall own and be responsible for the Central System.

3.

Municipal Systems

In addition to the Central System, separate systems will be procured for each Municipality, except the City of Toronto/TTC. The Municipal Systems will include the onboard and back office equipment and software to accommodate and administer the farecards. This includes farecard readers which read and deduct the appropriate fare when the contactless card is placed in the vicinity of the reader. At the end of each day, when the bus returns to its base depot, these devices will transmit their data by wireless means to a depot computer that will store the data from each bus until it is uploaded to the Central System. The Municipal Systems will also include point of sales devices at designated locations (including third party locations) to allow customers to purchase and load value onto their farecards. 4. GO Transit System

The GO Transit System will consist of the on-board, in-station and back office equipment and software for GO Transit rail and bus services. The GO Transit System will provide the same functions as the Municipal Systems, but in the GO Transit operating environment. Besides the units aboard its buses (similar to the Municipal Systems) GO Transit will have units at each of its rail stations for farecard transactions. GO Transit enforcement officers will also use handheld devices to verify fare payment on board its trains as a continuation of its proof of payment program. The GO Transit Systems will also include point of sales devices at designated locations (including third party locations) to allow customers to purchase and load added value onto their farecards. 46

5.

TTC Initial System

The TTC Initial System shall consist of farecard devices and related equipment, located at three (3) subway stations (Finch, Union and Islington) for the collection of TTC fares, and any other equipment or locations as recommended by the TTC and approved by the Ministry.

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SCHEDULE A-1 DESCRIPTION OF TTC SYSTEM


1. Description

The TTC System shall mean the as yet to be defined system that is developed and procured separately and distinctly from the Municipal Systems and the GO Transit System. The TTC System will consist of equipment and software for the TTC for various TTC fare system processes operating in the TTCs environment. The TTC System will include point of sales devices at designated locations to allow customers to purchase and load added value onto their farecards. The TTC System will interface with the Central System, when approved by the Commission.

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SCHEDULE B PROCUREMENT GUIDELINES


In this Schedule B (Procurement Guidelines), Ministry refers to the Ministry, acting on its own behalf and as Agent. In accordance with the Agreement, the Ministry shall be authorized and directed by each User to take any necessary steps to fulfill its obligations under the Agreement, including the issuance of the Procurement Documents, and the entering into the Contract on each of the Users behalf. ARTICLE I REQUEST FOR PROPOSAL 1. Role of the Ministry

The Ministry shall conduct the RFP in accordance with any applicable laws, the Ontario Procurement Policies, the terms of this Agreement and the terms and conditions of the RFP, except as modification of those terms and conditions is otherwise allowed or required by any applicable laws and in so far as the Agreement and the RFP are not inconsistent with the Ontario Procurement Policies, in which case the Ontario Procurement Policies shall prevail. a) Before Contract award i. The Ministry shall review, develop or refine specifications and prepare RFP documents, including the proforma contract, in consultation with all Users. The Ministry shall, at its own expense, provide all administrative and clerical support required to complete the RFP. The Ministry shall provide the Steering Committee and Executive Committee members with updates as appropriate regarding the development of final versions of the RFP, proforma contract and any other related Procurement Document prior to release of the documents to the short list of qualified bidders. The Ministry shall determine, in consultation with all Users, the final format and content of the RFP to be released to the short list of qualified bidders.

ii. iii.

iv.

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v. vi. vii.

The Ministry, with the approval of the Executive Committee, shall distribute the RFP to the short list of qualified bidders. The Ministry shall ensure that any Executive Decision, as required by Paragraph 43 a) (Executive Decisions), has been obtained; The Ministry shall utilize the services of an independent fairness commissioner for the RFP processes. The fairness commissioner is a third party observer providing independent confirmation that the processes related to the RFP are open, fair and transparent. The fairness commissioner will monitor that the RFP is issued and evaluation processes are followed, in accordance with the terms and conditions of the RFP and the Ontario Procurement Policies. The Ministry shall handle all protests in response to the RFP in accordance with Ministrys requirements.

viii. b)

Contract award i. The Ministry shall secure all necessary internal Ministry and government approvals prior to recommending the highest-rated proponent, as Vendor, to the Steering Committee for recommendation to the Executive Committee for approval. The Ministry shall only award the Contract to the highest-rated proponent, as Vendor, once it has received the approval from the Executive Committee to make such an award.

ii.

c)

After the Contract award i. Subject to Article XV (Confidential Information) of the Agreement, the Ministry shall provide to the Users within a reasonable period once available, pertinent correspondence, award correspondence, award recommendations and the Contract with the Vendor only to the extent that the release of such information is allowed under the Ontario Procurement Guidelines. The Ministry shall maintain a contract administration system that ensures the Vendor performs in accordance with the terms, conditions, and specifications of the Contract. The Ministry, either directly or indirectly through a Successor, shall make timely payments to the Vendor for the GTA Fare System and any related services received in accordance with the terms and 50

ii.

iii.

conditions of the Contract, and the Users shall make timely payments to the Ministry, either directly or indirectly through a Successor, in accordance with the payment schedule in order to allow the Ministry to fulfill its payment obligations to the Vendor under the Contract. iv. The Ministry shall prepare and distribute the payment schedule for assessments made against each User for such Users contribution to the GTA Fare System, in accordance with the Budget approved by the Executive Committee and the payments required under the Contract. The Ministry shall manage the performance of the Contract. In the event of a delay, default or cost overrun (a Budget Issue) in the Contract that affects the Budget, the Ministry shall notify the Steering Committee as soon as possible of such Budget Issue. The Ministry shall consult with the Steering Committee to develop an appropriate action plan to address the Budget Issue. Where the Steering Committee considers it appropriate, the Steering Committee may recommend to the Executive Committee that the Budget be adjusted to address the Budget Issue.

v.

2. a)

Role of each User Each User shall, through the dedication of necessary human and other resources to the Project Office, Steering Committee, sub-committees of the Steering Committee and the Executive Committee, facilitate the RFP process and assist the Ministry in performing its obligations under the Agreement, including reviewing, developing or refining specifications that incorporate the need of the User, reviewing RFP documents and participating in the evaluation process. Each User shall direct any enquiries from any potential Vendor during the Procurement process to the Ministry, to ensure that no inaccurate, unrecorded or inconsistent statements or representations are made by any User, and to avoid any prejudice to the process. In addition, provided the Procurement process is consistent with the terms and conditions of this Agreement, the Users shall allow the Ministry to solely implement and manage the RFP Process and shall not do anything to prejudice the RFP process including, without limitation, interacting with potential bidders if such interaction with potential bidders could prejudice the RFP process. Each User shall provide the Ministry with any comments it may have within the reasonable timelines established by the Ministry, where the Ministry requests comments from a User related to the Procurement process or documents. 51

b)

c)

SCHEDULE "C" USER INFORMATION SHEET


1. Legal name of organization

______________________________________________ 2. a. Contact information Mailing address and fax number for notices:

______________________________________________ ______________________________________________ ______________________________________________ ______________________________________________ ______________________________________________ Fax: __________________________________________ b. i. Title: Address: Representatives on committees: Executive Committee Member _________________________ _________________________ Alternate Executive Committee Member ________________________________ ________________________________ ________________________________ ________________________________

Telephone #: _________________________ Fax #: _________________________

E-mail address:

____________________ _______________________________

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ii. Title: Address:

Steering Committee Member _________________________ _________________________

Alternate Steering Committee Member ________________________________ ________________________________

Telephone #: _________________________ ________________________________ Fax #: _________________________ ________________________________

E-mail address:

____________________ _______________________________

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SCHEDULE "D" SAMPLE COUNCIL/BOARD/COMMISSION BY-LAW/RESOLUTION


The Council/Board/Commission for _______________________________________ ___________________________________________________________ hereby authorizes the future signing by ______________________, (authorized agent) __________________________________________________ of a (title of agent) GTA Fare System Procurement Governance Agreement (the Agreement) for the purpose of providing for the acquisition, development and use of a GTA Fare System and other items as necessary to provide for [?], including, but not limited to [?], as deemed necessary by each individual Party. In addition, the Council/Board/Commission authorizes _________________ (title of Steering Committee Member) and _________________ (title of Executive Committee Member) to perform any action, and provide any required recommendations, instructions and approvals to complete the Procurement within the scope of the Agreement, and to appoint alternate members to the Steering Committee and Executive Committee to perform the above in their absence. This By-law/Resolution was adopted by the Council/ Board/Commission of ___________________________________________________ Name of legal entity on __________________________, 2005. _______________________________________ Member of Council/Governing Board/Commission _______________________________________ Member of Council/Governing Board/Commission

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SCHEDULE E-1 TTC CONFIDENTIALITY AGREEMENT


[Instructional note: To be signed by the organization, TTC.] For sufficient and valuable consideration received from Her Majesty the Queen in right of Ontario as represented by the Minister of Transportation (the "Ministry"), including the disclosure to the Toronto Transit Commission (the TTC) of certain Confidential Information (as defined below), the TTC agrees as follows: 1. The TTC shall maintain the absolute confidentiality of all Confidential Information (as defined below), and, except as expressly permitted herein, shall not directly or indirectly copy, distribute, disclose, use or allow access to, the Confidential Information, or obtain any benefit from the Confidential Information or permit anyone to do any of these things. The TTC agrees not to disclose any of the Confidential Information to any person for any reason whatsoever other than to those employees, members of the Toronto Transit Commission (Commissioners), consultants and professional advisors who actually need to have knowledge of the Confidential Information for the purpose of facilitating the TTCs participation in the Project (as defined below). In this event, the TTC shall disclose such part of the Confidential Information to those employees, Commissioners, consultants and professional advisors as is reasonably necessary. Prior to disclosure, however, the TTC shall issue appropriate directions to those employees, Commissioners, consultants and professional advisors to whom it proposes to lawfully disclose the Confidential Information to satisfy the TTCs obligations herein, and, where appropriate, acting reasonably, shall obtain an agreement in writing from each of its employees and Commissioners to treat the Confidential Information as confidential and to deal with conflict of interest. The TTC shall obtain an agreement in writing from all above referenced consultants and professional advisors to treat the Confidential Information as confidential and to otherwise observe the restrictions in this Confidentiality Agreement, including those pertaining to conflict of interest. The TTC shall be responsible and liable for any breach of the obligations herein by any person or entity to whom it discloses Confidential Information. 2. The TTC shall maintain the security and integrity of any Confidential Information in the possession or control of the TTC, and shall keep such Confidential Information in a physically secure location to which access is restricted. The TTC shall use measures to protect the Confidential Information which are no less stringent than the measures used to protect its information of a confidential nature. The TTC shall not have, or acquire, any right, title or interest, including intellectual property rights, in such Confidential Information. 3. The TTC acknowledges that the Ministry has disclosed the Confidential Information to the TTC solely in connection with assisting, advising and/or providing feedback to the GTA Fare System Project (the Authorized Purpose and Project respectively). The TTC may use the Confidential Information solely in connection with the Authorized Purpose and for no other purpose. The TTC acknowledges and agrees that unauthorized dealings with the Confidential Information would be detrimental to the interests, business and affairs of the Ministry (or third parties with respect to third party information), including the integrity of the Project. 4. On expiration or termination of the TTCs participation in the Project, or anytime upon the Ministrys request, the TTC agrees to ensure all copies and partial copies of any Confidential

55

Information (in any form or media) in the TTCs possession or control are returned to the Ministry. 5. In this Confidentiality Agreement, Confidential Information means: (i) any cost estimate(s) showing the unit cost(s) for a component or components of the GTA Fare System or sums of cost estimates that can reasonably be manipulated to arrive at the unit cost(s) for a component or components of the GTA Fare System; (ii) the GTA Fare System procurement process and solicitation documents and any information relating to the process and the solicitation documents, including, without limitation, any Request for Proposals issued, or proposed to be issued, by the Ministry relating to the Project, provided that item (ii) shall not include procurement process and solicitation documents that are generally available to the public without fault or breach by the TTC, but only after that information becomes generally available to the public and provided further that item (ii) shall not prohibit disclosure of information of a general nature relating to the Project, the procurement process and the solicitation documents to persons with whom the undersigned has an employment relationship which information, if publicly known, could have no adverse impact on the integrity of the Project, the solicitation documents and/or the procurement process; (iii) any information from vendors or other third parties in the possession of the Ministry relating to the GTA Fare System including, without limitation, pricing, whether provided in response to a Project solicitation document or not; (iv) any proprietary information of the Ministry; (v) any personal information as contemplated in the Freedom of Information and Protection of Privacy Act (Ontario); (vi) any other information specifically designated in writing by the Ministry as being of a confidential nature; (vii) any improvements, modifications and enhancements of, and information and things derived from or utilizing, any Confidential Information referred to in clause (i), (ii), (iii), (iv), (v) or (vi) above. 6. The TTC declares that there is no actual or potential conflict of interest arising out of the receipt of the Confidential Information or the TTCs role on the Project. The TTC declares that it will immediately disclose any actual or potential conflict of interest that may arise during the course of participating in the Project. Furthermore, TTC acknowledges and agrees that each of the TTC, its employees, Commissioners, consultants and professional advisors who are participating in or involved with the Project and who at any time are in receipt of Confidential Information are precluded from participating in any activity with any third party, including any third party responding to a Project solicitation document in respect of the Project, whether as an employee, advisor or otherwise, which will constitute an actual or potential conflict of interest for a period of one (1) year from (i) the execution of the agreement(s) with the successful vendor resulting from the Request for Proposals process or (ii) the final abandonment or cancellation of the Request for Proposals by the Ministry. Prior to engaging any consultant or professional advisors on the Project, the TTC shall obtain a declaration and agreement in respect of actual or potential conflict of interest from each of those consultants and professional advisors which declaration and agreement shall contain the restrictions set out in this Section 6. 7. No delay or failure by the Ministry in exercising any rights, powers, remedies or privileges available to it hereunder shall operate as a waiver thereof. The single or partial exercise of a right, power, remedy or privilege shall not preclude its subsequent exercise or the exercise of any other right, power, remedy or privilege. If any provision of this Confidentiality Agreement is invalid, unenforceable or illegal, such provision shall be deemed to be severed without affecting any other provision.

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8. Subject to any confidentiality obligations pertaining to third party materials, this Confidentiality Agreement shall survive for a period of the greater of ten (10) years from its execution and the term of any agreement with the successful vendor resulting from the Request for Proposals process relating to the Project, including any renewal periods. For avoidance of doubt, if the confidentiality obligations pertaining to third party materials survive for a longer period of time as stipulated by the relevant third party, then that longer period of time will govern. In the event responsibility for the Project is transferred from the Ministry to another person or entity, the provisions herein relating to the Ministry shall enure to the benefit of such person or entity. The provisions herein enure to the benefit of any successors and assigns of the Ministry. 9. This Confidentiality Agreement shall be governed by the laws of the Province of Ontario and the laws of Canada applicable in that Province and is subject to the provisions of the Freedom of Information and Protection of Privacy Act, R.S.O. 1990, c. F. 31, as amended, and the Municipal Freedom of Information and Protection of Privacy Act, R.S.O.1990, c. M. 56, as amended, as applicable. FOR: Toronto Transit Commission Signature

Name Title Date I have the authority to bind the Toronto Transit Commission.

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SCHEDULE E-2 HSR CONFIDENTIALITY AGREEMENT


[Instructional note: To be signed by the organization, Hamilton Street Railway Company.] For sufficient and valuable consideration received from Her Majesty the Queen in right of Ontario as represented by the Minister of Transportation (the "Ministry"), including the disclosure to the Hamilton Street Railway Company (the Company) of certain Confidential Information (as defined below), the Company agrees as follows: 1. The Company shall maintain the absolute confidentiality of all Confidential Information (as defined below), and, except as expressly permitted herein, shall not directly or indirectly copy, distribute, disclose, use or allow access to, the Confidential Information, or obtain any benefit from the Confidential Information or permit anyone to do any of these things. The Company agrees not to disclose any of the Confidential Information to any person for any reason whatsoever other than to those employees, consultants and professional advisors who actually need to have knowledge of the Confidential Information for the purpose of facilitating the Companys participation in the Project (as defined below). In this event, the Company shall disclose such part of the Confidential Information to those employees, consultants and professional advisors as is reasonably necessary. Prior to disclosure, however, the Company shall issue appropriate directions to those employees, consultants and professional advisors to whom it proposes to lawfully disclose the Confidential Information to satisfy the Companys obligations herein, and, where appropriate, acting reasonably, shall obtain an agreement in writing from each of its employees to treat the Confidential Information as confidential and to deal with conflict of interest. The Company shall obtain an agreement in writing from all above referenced consultants and professional advisors to treat the Confidential Information as confidential and to otherwise observe the restrictions in this Confidentiality Agreement, including those pertaining to conflict of interest. The Company shall be responsible and liable for any breach of the confidentiality obligations herein by any person or entity to whom it discloses Confidential Information. 2. The Company shall maintain the security and integrity of any Confidential Information in the possession or control of the Company, and shall keep such Confidential Information in a physically secure location to which access is restricted. The Company shall use measures to protect the Confidential Information which are no less stringent than the measures used to protect its information of a confidential nature. The Company shall not have, or acquire, any right, title or interest, including intellectual property rights, in such Confidential Information. 3. The Company acknowledges that the Ministry has disclosed the Confidential Information to the Company solely in connection with assisting, advising and/or providing feedback to the GTA Fare System Project (the Authorized Purpose and Project respectively). The Company may use the Confidential Information solely in connection with the Authorized Purpose and for no other purpose. The Company acknowledges and agrees that unauthorized dealings with the Confidential Information would be detrimental to the interests, business and affairs of the Ministry (or third parties with respect to third party information), including the integrity of the Project.

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4. On expiration or termination of the Companys participation in the Project, or anytime upon the Ministrys request, the Company agrees to ensure all copies and partial copies of any Confidential Information (in any form or media) in the Companys possession or control are returned to the Ministry. 5. In this Confidentiality Agreement, Confidential Information means: (i) any cost estimate(s) showing the unit cost(s) for a component or components of the GTA Fare System or sums of cost estimates that can reasonably be manipulated to arrive at the unit cost(s) for a component or components of the GTA Fare System; (ii) the GTA Fare System procurement process and solicitation documents and any information relating to the process and the solicitation documents, including, without limitation, any Request for Proposals issued, or proposed to be issued, by the Ministry relating to the Project, provided that item (ii) shall not include procurement process and solicitation documents that are generally available to the public without fault or breach by the Company, but only after that information becomes generally available to the public and provided further that item (ii) shall not prohibit disclosure of information of a general nature relating to the Project, the procurement process and the solicitation documents to persons with whom the undersigned has an employment relationship which information, if publicly known, could have no adverse impact on the integrity of the Project, the solicitation documents and/or the procurement process; (iii) any information from vendors or other third parties in the possession of the Ministry relating to the GTA Fare System including, without limitation, pricing, whether provided in response to a Project solicitation document or not; (iv) any proprietary information of the Ministry; (v) any personal information as contemplated in the Freedom of Information and Protection of Privacy Act (Ontario); (vi) any other information specifically designated in writing by the Ministry as being of a confidential nature; (vii) any improvements, modifications and enhancements of, and information and things derived from or utilizing, any Confidential Information referred to in clause (i), (ii), (iii), (iv), (v) or (vi) above. 6. The Company declares that there is no actual or potential conflict of interest arising out of the receipt of the Confidential Information or the Companys role on the Project. The Company declares that it will immediately disclose any actual or potential conflict of interest that may arise during the course of participating in the Project. Furthermore, the Company acknowledges and agrees that each of the Company, its employees, consultants and professional advisors who are participating in or involved with the Project and who at any time are in receipt of Confidential Information are precluded from participating in any activity with any third party, including any third party responding to a Project solicitation document in respect of the Project, whether as an employee, advisor or otherwise, which will constitute an actual or potential conflict of interest for a period of one (1) year from (i) the execution of the agreement(s) with the successful vendor resulting from the Request for Proposals process or (ii) the final abandonment or cancellation of the Request for Proposals by the Ministry. Prior to engaging any consultant or professional advisors on the Project, the Company shall obtain a declaration and agreement in respect of actual or potential conflict of interest from each of those consultants and professional advisors which declaration and agreement shall contain the restrictions set out in this Section 6. 7. No delay or failure by the Ministry in exercising any rights, powers, remedies or privileges available to it hereunder shall operate as a waiver thereof. The single or partial exercise of a right, power, remedy or privilege shall not preclude its subsequent exercise or the exercise of any other right, power, remedy or privilege. If any provision of this Confidentiality

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Agreement is invalid, unenforceable or illegal, such provision shall be deemed to be severed without affecting any other provision. 8. Subject to any confidentiality obligations pertaining to third party materials, this Confidentiality Agreement shall survive for a period of the greater of ten (10) years from its execution and the term of any agreement with the successful vendor resulting from the Request for Proposals process relating to the Project, including any renewal periods. For avoidance of doubt, if the confidentiality obligations pertaining to third party materials survive for a longer period of time as stipulated by the relevant third party, then that longer period of time will govern. In the event responsibility for the Project is transferred from the Ministry to another person or entity, the provisions herein relating to the Ministry shall enure to the benefit of such person or entity. The provisions herein enure to the benefit of any successors and assigns of the Ministry. 9. This Confidentiality Agreement shall be governed by the laws of the Province of Ontario and the laws of Canada applicable in that Province and is subject to the provisions of the Freedom of Information and Protection of Privacy Act, R.S.O. 1990, c. F. 31, as amended, and the Municipal Freedom of Information and Protection of Privacy Act, R.S.O.1990, c. M. 56, as amended, as applicable. FOR: Hamilton Street Railway Company Signature Name Title

Date

I have the authority to bind the Company.

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SCHEDULE E-3 GO TRANSIT CONFIDENTIALITY AGREEMENT


[Instructional note: To be signed by the organization, GO Transit.] For sufficient and valuable consideration received from Her Majesty the Queen in right of Ontario as represented by the Minister of Transportation (the "Ministry"), including the disclosure to the Greater Toronto Transit Authority (GO Transit) of certain Confidential Information (as defined below), GO Transit agrees as follows: 1. GO Transit shall maintain the absolute confidentiality of all Confidential Information (as defined below), and, except as expressly permitted herein, shall not directly or indirectly copy, distribute, disclose, use or allow access to, the Confidential Information, or obtain any benefit from the Confidential Information or permit anyone to do any of these things. Unless otherwise specifically provided herein, GO Transit agrees not to disclose any of the Confidential Information to any person for any reason whatsoever other than to those employees, consultants and professional advisors who actually need to have knowledge of the Confidential Information for the purpose of facilitating GO Transits participation in the Project (as defined below). In this event, GO Transit shall disclose such part of the Confidential Information to those persons as is reasonably necessary. Prior to disclosure, however, GO Transit shall issue appropriate directions to those employees, consultants and professional advisors to whom it proposes to lawfully disclose the Confidential Information to satisfy GO Transits obligations with respect to confidentiality and conflict of interest herein, and, where appropriate, acting reasonably, shall obtain an agreement in writing from each of its employees to treat the Confidential Information as confidential and to deal with conflict of interest. GO Transit shall obtain an agreement in writing from all above referenced consultants and professional advisors to treat the Confidential Information as confidential and to otherwise observe the restrictions in this Confidentiality Agreement, including those pertaining to conflict of interest. Transit may disclose Confidential Information to members of the GO Transit Board provided that, prior to disclosure, GO Transit shall issue appropriate directions to those members to whom it proposes to lawfully disclose the Confidential Information to satisfy GO Transits obligations with respect to confidentiality and conflict of interest herein, and, where appropriate, acting reasonably, shall obtain an agreement in writing from each of the members to treat the Confidential Information as confidential and to deal with conflict of interest. GO Transit shall be responsible and liable for any breach of the obligations herein by any person or entity to whom it discloses Confidential Information. 2. GO Transit shall maintain the security and integrity of any Confidential Information in the possession or control of GO Transit, and shall keep such Confidential Information in a physically secure location to which access is restricted. GO Transit shall use measures to protect the Confidential Information which are no less stringent than the measures used to protect its information of a confidential nature. GO Transit shall not have, or acquire, any right, title or interest, including intellectual property rights, in such Confidential Information. 3. GO Transit acknowledges that the Ministry has disclosed the Confidential Information to GO Transit solely in connection with assisting, advising and/or providing feedback to the GTA Fare System Project (the Authorized Purpose and Project respectively). GO Transit may use

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the Confidential Information solely in connection with the Authorized Purpose and for no other purpose. GO Transit acknowledges and agrees that unauthorized dealings with the Confidential Information would be detrimental to the interests, business and affairs of the Ministry (or third parties with respect to third party information), including the integrity of the Project. 4. On expiration or termination of GO Transits participation in the Project, or anytime upon the Ministrys request, GO Transit agrees to ensure all copies and partial copies of any Confidential Information (in any form or media) in GO Transits possession or control are returned to the Ministry. 5. In this Confidentiality Agreement, Confidential Information means: (i) any cost estimate(s) showing the unit cost(s) for a component or components of the GTA Fare System or sums of cost estimates that can reasonably be manipulated to arrive at the unit cost(s) for a component or components of the GTA Fare System; (ii) the GTA Fare System procurement process and solicitation documents and any information relating to the process and the solicitation documents, including, without limitation, any Request for Proposals issued, or proposed to be issued, by the Ministry relating to the Project, provided that item (ii) shall not include procurement process and solicitation documents that are generally available to the public without fault or breach by GO Transit, but only after that information becomes generally available to the public and provided further that item (ii) shall not prohibit disclosure of information of a general nature relating to the Project, the procurement process and the solicitation documents to persons with whom the undersigned has an employment relationship which information, if publicly known, could have no adverse impact on the integrity of the Project, the solicitation documents and/or the procurement process; (iii) any information from vendors or other third parties in the possession of the Ministry relating to the GTA Fare System including, without limitation, pricing, whether provided in response to a Project solicitation document or not; (iv) any proprietary information of the Ministry; (v) any personal information as contemplated in the Freedom of Information and Protection of Privacy Act (Ontario); (vi) any other information specifically designated in writing by the Ministry as being of a confidential nature; (vii) any improvements, modifications and enhancements of, and information and things derived from or utilizing, any Confidential Information referred to in clause (i), (ii), (iii), (iv), (v) or (vi) above. 6. GO Transit declares that there is no actual or potential conflict of interest arising out of the receipt of the Confidential Information or GO Transits role on the Project. GO Transit declares that it will immediately disclose any actual or potential conflict of interest that may arise during the course of participating in the Project. Furthermore, GO Transit acknowledges and agrees that each of GO Transit, its employees, members of the GO Board, consultants and professional advisors who are participating in or involved with the Project and who at any time are in receipt of Confidential Information are precluded from participating in any activity with any third party, including any third party responding to a Project solicitation document in respect of the Project, whether as an employee, advisor or otherwise, which will constitute an actual or potential conflict of interest for a period of one (1) year from (i) the execution of the agreement(s) with the successful vendor resulting from the Request for Proposals process or (ii) the final abandonment or cancellation of the Request for Proposals by the Ministry. Prior to engaging any consultant or professional advisors on the Project, GO Transit shall obtain a declaration and agreement in respect of actual or potential conflict of interest from each of those consultants and professional advisors which declaration and agreement shall contain the restrictions set out in this Section 6.

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7. No delay or failure by the Ministry in exercising any rights, powers, remedies or privileges available to it hereunder shall operate as a waiver thereof. The single or partial exercise of a right, power, remedy or privilege shall not preclude its subsequent exercise or the exercise of any other right, power, remedy or privilege. If any provision of this Confidentiality Agreement is invalid, unenforceable or illegal, such provision shall be deemed to be severed without affecting any other provision. 8. Subject to any confidentiality obligations pertaining to third party materials, this Confidentiality Agreement shall survive for a period of the greater of ten (10) years from its execution and the term of any agreement with the successful vendor resulting from the Request for Proposals process relating to the Project, including any renewal periods. For avoidance of doubt, if the confidentiality obligations pertaining to third party materials survive for a longer period of time as stipulated by the relevant third party and GO Transit has notice thereof, then that longer period of time will govern. In the event responsibility for the Project is transferred from the Ministry to another person or entity and GO Transit has notice thereof, the provisions herein relating to the Ministry shall enure to the benefit of such person or entity. The provisions herein enure to the benefit of any successors and assigns of the Ministry. 9. This Confidentiality Agreement shall be governed by the laws of the Province of Ontario and the laws of Canada applicable in that Province and is subject to the provisions of the Freedom of Information and Protection of Privacy Act, R.S.O. 1990, c. F. 31, as amended, and the Municipal Freedom of Information and Protection of Privacy Act, R.S.O.1990, c. M. 56, as amended, as applicable. FOR: Greater Toronto Transit Authority Signature Name Title Date I have the authority to bind the Greater Toronto Transit Authority.

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SCHEDULE E-4 PROCUREMENT SUB-COMMITTEE CONFIDENTIALITY AGREEMENT


[Instructional note: To be signed by the Procurement sub-committee representatives.] For sufficient and valuable consideration received from Her Majesty the Queen in right of Ontario as represented by the Minister of Transportation (the "Ministry"), including the disclosure to the undersigned, a member of the Procurement Sub-Committee, of certain Confidential Information (as defined below), the undersigned agrees as follows: 1. The undersigned shall maintain the absolute confidentiality of all Confidential Information (as defined below), and, except as expressly permitted herein, shall not directly or indirectly copy, distribute, disclose, use or allow access to, the Confidential Information, or obtain any benefit from the Confidential Information or permit anyone to do any of these things. The undersigned agrees not to disclose any of the Confidential Information to any person for any reason whatsoever other than to those persons with whom the undersigned has an employment relationship who actually need to have knowledge of the Confidential Information for the purpose of facilitating participation in the Project (as defined below). In this event, the undersigned shall disclose such part of the Confidential Information to those persons as is reasonably necessary. Prior to disclosure, however, the undersigned shall issue appropriate directions to those persons to whom it proposes to lawfully disclose the Confidential Information to satisfy the undersigneds obligations herein, and shall ensure the intended recipient signs the Procurement sub-committee Recipient Confidentiality Agreement attached as Attachment E4A to this Schedule E-4 (Procurement Sub-committee Confidentiality Agreement), to the benefit of the Ministry, agreeing to treat the Confidential Information as confidential and to deal with conflict of interest in the form specified by the Ministry (Recipient Confidentiality Agreement). 2. The undersigned shall maintain the security and integrity of any Confidential Information in the possession or control of the undersigned, and shall keep such Confidential Information in a physically secure location to which access is restricted. The undersigned shall use measures to protect the Confidential Information which are no less stringent than the measures used to protect information of a confidential nature in his/her place of employment. The undersigned shall not have, or acquire, any right, title or interest, including intellectual property rights, in such Confidential Information. 3. The undersigned acknowledges that the Ministry has disclosed the Confidential Information to the undersigned solely in connection with assisting, advising and/or providing feedback to the GTA Fare System Project (the Authorized Purpose and Project respectively). The undersigned may use the Confidential Information solely in connection with the Authorized Purpose and for no other purpose. The undersigned acknowledges and agrees that unauthorized dealings with the Confidential Information would be detrimental to the interests, business and affairs of the Ministry (or third parties with respect to third party information), including the integrity of the Project.

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4. On expiration or termination of the undersigneds engagement or participation in the Project, or anytime upon the Ministrys request, the undersigned agrees to ensure all copies and partial copies of any Confidential Information (in any form or media) in the undersigneds possession or control are returned to the Ministry. 5. In this Confidentiality Agreement, Confidential Information means: (i) any cost estimate(s) showing the unit cost(s) for a component or components of the GTA Fare System or sums of cost estimates that can reasonably be manipulated to arrive at the unit cost(s) for a component or components of the GTA Fare System; (ii) the GTA Fare System procurement process and solicitation documents and any information relating to the process and the solicitation documents, including, without limitation, any Request for Proposals issued, or proposed to be issued, relating to the Project by the Ministry, provided that item (ii) shall not include procurement process and solicitation documents that are generally available to the public without fault or breach by the undersigned, but only after that information becomes generally available to the public and provided further that item (ii) shall not prohibit disclosure of information of a general nature relating to the Project, the procurement process and the solicitation documents to persons with whom the undersigned has an employment relationship which information, if publicly known, could have no adverse impact on the integrity of the Project, the solicitation documents and/or the procurement process; (iii) any information from vendors or other third parties in the possession of the Ministry relating to the GTA Fare System including, without limitation, pricing, whether provided in response to a Project solicitation document or not; (iv) any proprietary information of the Ministry; (v) any personal information as contemplated in the Freedom of Information and Protection of Privacy Act (Ontario); (vi) any other information specifically designated in writing by the Ministry as being of a confidential nature; (vii) any improvements, modifications and enhancements of, and information and things derived from or utilizing, any Confidential Information referred to in clause (i), (ii), (iii), (iv), (v) or (vi) above. 6. The undersigned declares that there is no actual or potential conflict of interest arising out of the receipt of the Confidential Information or the undersigneds role on the Project. The undersigned declares that the undersigned will immediately disclose any actual or potential conflict of interest that may arise during the course of participating in the Project. Furthermore, the undersigned acknowledges and agrees that if the undersigned is participating in or involved with the Project and is at any time in receipt of Confidential Information, the undersigned is precluded from participating in any activity with any third party, including any third party responding to a Project solicitation document in respect of the Project, whether as an employee, advisor or otherwise, which will constitute an actual or potential conflict of interest for a period of one (1) year from (i) the execution of the agreement(s) with the successful vendor resulting from the Request for Proposals process or (ii) the final abandonment or cancellation of the Request for Proposals by the Ministry. 7. No delay or failure by the Ministry in exercising any rights, powers, remedies or privileges available to it hereunder shall operate as a waiver thereof. The single or partial exercise of a right, power, remedy or privilege shall not preclude its subsequent exercise or the exercise of any other right, power, remedy or privilege. If any provision of this Confidentiality Agreement is invalid, unenforceable or illegal, such provision shall be deemed to be severed without affecting any other provision.

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8. Subject to any confidentiality obligations pertaining to third party materials, this Confidentiality Agreement shall survive for a period of the greater of ten (10) years from its execution and the term of any agreement with the successful vendor resulting from the Request for Proposals process relating to the Project, including any renewal periods. For avoidance of doubt, if the confidentiality obligations pertaining to third party materials survive for a longer period of time, as stipulated by the relevant third party, then that longer period of time will govern. In the event responsibility for the Project is transferred from the Ministry to another person or entity, the provisions herein relating to the Ministry shall enure to the benefit of such person or entity. The provisions herein enure to the benefit of any successors and assigns of the Ministry. 9. This Confidentiality Agreement shall be governed by the laws of the Province of Ontario and the laws of Canada applicable in that Province and is subject to the provisions of the Freedom of Information and Protection of Privacy Act, R.S.O. 1990, c. F. 31, as amended, and the Municipal Freedom of Information and Protection of Privacy Act, R.S.O.1990, c. M. 56, as amended, as applicable. Signed: Name: Title: DATED: ______

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ATTACHMENT E-4A TO SCHEDULE E-4 PROCUREMENT SUB-COMMITTEE RECIPIENT CONFIDENTIALITY AGREEMENT


[Instructional note: To be signed by a potential recipient of Confidential Information to whom a member of the Procurement sub-committee proposes to disclose Confidential Information.] For sufficient and valuable consideration received from Her Majesty the Queen in right of Ontario as represented by the Minister of Transportation (the "Ministry"), including the disclosure, on a confidential basis, to the recipient of certain Confidential Information belonging to the Ministry (as defined below) by a member of the GTA Fare System Procurement Subcommittee (Subcommittee Member), the recipient agrees as follows: 1. The recipient shall maintain the absolute confidentiality of all Confidential Information (as defined below), and, except as expressly permitted herein, shall not directly or indirectly copy, distribute, disclose, use or allow access to, the Confidential Information, or obtain any benefit from the Confidential Information or permit anyone to do any of these things. The recipient agrees not to disclose any of the Confidential Information to any person for any reason whatsoever; however, the recipient may disclose the Confidential Information to another recipient who has executed a Recipient Confidentiality Agreement allowing that person to receive Confidential Information from a member of the Procurement Sub-Committee. 2. The recipient shall maintain the security and integrity of any Confidential Information in the possession or control of the recipient, and shall keep such Confidential Information in a physically secure location to which access is restricted. The recipient shall use measures to protect the Confidential Information which are no less stringent than the measures used to protect information of a confidential nature in his/her place of employment. The recipient shall not have, or acquire, any right, title or interest, including intellectual property rights, in such Confidential Information. 3. The recipient acknowledges that the Ministry has disclosed the Confidential Information to the Subcommittee Member solely in connection with assisting, advising and/or providing feedback to the procurement process and solicitation documents (the Authorized Purpose) in relation to the GTA Fare System Project (Project). The recipient may use the Confidential Information solely in connection with the Authorized Purpose and for no other purpose. The recipient acknowledges and agrees that unauthorized dealings with the Confidential Information would be detrimental to the interests, business and affairs of the Ministry (or third parties with respect to third party information), including the integrity of the procurement process and the Project. 4. On expiration or termination of the recipients engagement or participation in the Project, or anytime upon the Ministrys request, the recipient agrees to ensure all copies and partial copies of any Confidential Information (in any form or media) in the recipients possession or control is returned to the Ministry. 5. In this Recipient Confidentiality Agreement, Confidential Information means (i) any cost estimate(s) showing the unit cost(s) for a component or components of the GTA Fare System or sums of cost estimates that can reasonably be manipulated to arrive at the unit

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cost(s) for a component or components of the GTA Fare System; (ii) the GTA Fare System procurement process and solicitation documents and any information relating to the process and the solicitation documents, including, without limitation, any Request for Proposals issued, or proposed to be issued, by the Ministry relating to the Project, provided that item (ii) shall not include procurement process and solicitation documents that are generally available to the public without fault or breach by the recipient, the Subcommittee Member, but only after that information becomes generally available to the public and provided further that item (ii) shall not prohibit disclosure of information of a general nature relating to the Project, the procurement process and the solicitation documents to persons with whom the undersigned has an employment relationship which information, if publicly known, could have no adverse impact on the integrity of the Project, the solicitation documents and/or the procurement process; (iii) any information from vendors or other third parties in the possession of the Ministry relating to the GTA Fare System including, without limitation, pricing, whether provided in response to a Project solicitation document or not; (iv) any proprietary information of the Ministry; (v) any personal information as contemplated in the Freedom of Information and Protection of Privacy Act (Ontario); (vi) any other information specifically designated in writing by the Ministry as being of a confidential nature; (vii) any improvements, modifications and enhancements of, and information and things derived from or utilizing, any Confidential Information referred to in clause (i), (ii), (iii), (iv), (v) or (vi) above. 6. The recipient declares that there is no actual or potential conflict of interest arising out of the receipt of the Confidential Information or the recipients role on the Project. The recipient declares that the recipient will immediately disclose any actual or potential conflict of interest that may arise during the course of participating in the Project. Furthermore, the recipient acknowledges and agrees that if the recipient is participating in or involved with the Project and is at any time in receipt of Confidential Information, the recipient is precluded from participating in any activity with any third party, including any third party responding to a Project solicitation document in respect of the Project, whether as an employee, advisor or otherwise, which will constitute an actual or potential conflict of interest for a period of one (1) year from (i) the execution of the agreement(s) with the successful vendor resulting from the Request for Proposals process or (ii) the final abandonment or cancellation of the Request for Proposals by the Ministry. 7. No delay or failure by the Ministry, in exercising any rights, powers, remedies or privileges available to it hereunder shall operate as a waiver thereof. The single or partial exercise of a right, power, remedy or privilege shall not preclude its subsequent exercise or the exercise of any other right, power, remedy or privilege. If any provision of this Recipient Confidentiality Agreement is invalid, unenforceable or illegal, such provision shall be deemed to be severed without affecting any other provision. 8. Subject to any confidentiality obligations pertaining to third party materials, this Confidentiality Agreement shall survive for a period of the greater of ten (10) years from its execution and the term of any agreement with the successful vendor resulting from the Request for Proposals process relating to the Project, including any renewal periods. For avoidance of doubt, if the confidentiality obligations pertaining to third party materials survive for a longer period of time as stipulated by the relevant third party, then that longer period of time will govern. In the event responsibility for the Project is transferred from the Ministry to another person or entity, the provisions herein relating to the Ministry shall enure to the benefit of such

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person or entity. The provisions herein enure to the benefit of any successors and assigns of the Ministry. 9. This Recipient Confidentiality Agreement shall be governed by the laws of the Province of Ontario and the laws of Canada applicable in that Province and is subject to the provisions of the Freedom of Information and Protection of Privacy Act, R.S.O. 1990, c. F. 31, as amended, and the Municipal Freedom of Information and Protection of Privacy Act, R.S.O.1990, c. M. 56, as amended, as applicable. Signed: Name: Title: DATED: ______

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SCHEDULE E-5 STEERING COMMITTEE MEMBERS AND EXECUTIVE COMMITTEE MEMBERS CONFIDENTIALITY AGREEMENT
[Instructional note: To be signed by each Municipalitys Steering Committee Members and Executive Committee Members.] For sufficient and valuable consideration received from Her Majesty the Queen in right of Ontario as represented by the Minister of Transportation (the "Ministry"), including the disclosure to the undersigned of certain Confidential Information (as defined below), the undersigned agrees as follows: 1. The undersigned shall maintain the absolute confidentiality of all Confidential Information (as defined below), and, except as expressly permitted herein, shall not directly or indirectly copy, distribute, disclose, use or allow access to, the Confidential Information, or obtain any benefit from the Confidential Information or permit anyone to do any of these things. The undersigned agrees not to disclose any of the Confidential Information to any person for any reason whatsoever other than to those persons with whom the undersigned has an employment relationship who actually need to have knowledge of the Confidential Information for the purpose of facilitating participation in the Project (as defined below). In this event, the undersigned shall disclose such part of the Confidential Information to those persons as is reasonably necessary. Prior to disclosure, however, the undersigned shall issue appropriate directions to those persons to whom it proposes to lawfully disclose the Confidential Information to satisfy the undersigneds obligations herein, and, except as provided in Section 2 below, shall ensure the intended recipient signs an agreement to the benefit of the Ministry (as defined below) to treat the Confidential Information as confidential in the form specified by the Ministry (Recipient Confidentiality Agreement). 2. The undersigned may disclose Confidential Information to his/her municipal council which information pertains only to the organization in which the undersigned is an employee (such as the organizations cost estimates, and sums of cost estimates that can reasonably be manipulated to arrive at the unit cost(s) for the GTA Fare System component(s)), provided that (i) an in camera meeting of municipal council is permitted under Section 239 (2) of the Municipal Act, S.O. 2001, Chapter 25 where the Confidential Information will be disclosed, (ii) the undersigned first brings the confidential nature of the information to council; and (iii) the undersigned discloses the Confidential Information only in the in camera meeting. The undersigned shall ensure, at the end of the in camera meeting, that copies of the Confidential Information that may have been distributed to members of council are returned to the undersigned for destruction. The undersigned shall use all reasonable efforts to ensure the Confidential Information is not recorded in any minutes of the in camera meeting; however, if such information is recorded despite application of all reasonable efforts, the undersigned shall ensure the confidentiality of the information in such minutes is maintained. 3. The undersigned shall maintain the security and integrity of any Confidential Information in the possession or control of the undersigned, and shall keep such Confidential Information in a physically secure location to which access is restricted. The undersigned shall

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use measures to protect the Confidential Information which are no less stringent than the measures used to protect information of a confidential nature in his/her place of employment. The undersigned shall not have, or acquire, any right, title or interest, including intellectual property rights, in such Confidential Information. 4. The undersigned acknowledges that the Ministry has disclosed the Confidential Information to the undersigned solely in connection with assisting, advising and/or providing feedback to the GTA Fare System Project (the Authorized Purpose and Project respectively). The undersigned may use the Confidential Information solely in connection with the Authorized Purpose and for no other purpose. The undersigned acknowledges and agrees that unauthorized dealings with the Confidential Information would be detrimental to the interests, business and affairs of the Ministry (or third parties with respect to third party information), including the integrity of the Project. 5. On expiration or termination of the undersigneds engagement or participation in the Project, or anytime upon the Ministrys request, the undersigned agrees to ensure all copies and partial copies of any Confidential Information (in any form or media) in the undersigneds possession or control are returned to the Ministry. 6. In this Confidentiality Agreement, Confidential Information means: (i) any cost estimate(s) showing the unit cost(s) for a component or components of the GTA Fare System or sums of cost estimates that can reasonably be manipulated to arrive at the unit cost(s) for a component or components of the GTA Fare System; (ii) the GTA Fare System procurement process and solicitation documents and any information relating to the process and the solicitation documents, including, without limitation, any Request for Proposals issued, or proposed to be issued, by the Ministry relating to the Project, provided that item (ii) shall not include procurement process and solicitation documents that are generally available to the public without fault or breach by the undersigned, but only after that information becomes generally available to the public and provided further that item (ii) shall not prohibit disclosure of information of a general nature relating to the Project, the procurement process and the solicitation documents to persons with whom the undersigned has an employment relationship which information, if publicly known, could have no adverse impact on the integrity of the Project, the solicitation documents and/or the procurement process; (iii) any information from vendors or other third parties in the possession of the Ministry relating to the GTA Fare System including, without limitation, pricing, whether provided in response to a Project solicitation document or not; (iv) any proprietary information of the Ministry; (v) any personal information as contemplated in the Freedom of Information and Protection of Privacy Act (Ontario); (vi) any other information specifically designated in writing by the Ministry as being of a confidential nature; (vii) any improvements, modifications and enhancements of, and information and things derived from or utilizing, any Confidential Information referred to in clause (i), (ii), (iii), (iv), (v) or (vi) above. 7. The undersigned declares that there is no actual or potential conflict of interest arising out of the receipt of the Confidential Information or the undersigneds role on the Project. The undersigned declares that the undersigned will immediately disclose any actual or potential conflict of interest that may arise during the course of participating in the Project. Furthermore, the undersigned acknowledges and agrees that if the undersigned is participating in or involved with the Project and is at any time in receipt of Confidential Information, the undersigned is precluded from participating in any activity with any third party, including any third party

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responding to a Project solicitation document in respect of the Project, whether as an employee, advisor or otherwise, which will constitute an actual or potential conflict of interest for a period of one year from (i) the execution of the agreement(s) with the successful vendor resulting from the Request for Proposals process or (ii) the final abandonment or cancellation of the Request for Proposals by the Ministry. 8. No delay or failure by the Ministry in exercising any rights, powers, remedies or privileges available to it hereunder shall operate as a waiver thereof. The single or partial exercise of a right, power, remedy or privilege shall not preclude its subsequent exercise or the exercise of any other right, power, remedy or privilege. If any provision of this Confidentiality Agreement is invalid, unenforceable or illegal, such provision shall be deemed to be severed without affecting any other provision. 9. Subject to any confidentiality obligations pertaining to third party materials, this Confidentiality Agreement shall survive for a period of the greater of ten (10) years from its execution and the term of any agreement with the successful vendor resulting from the Request for Proposals process relating to the Project, including any renewal periods. For avoidance of doubt, if the confidentiality obligations pertaining to third party materials survive for a longer period of time as stipulated by the relevant third party, then that longer period of time will govern. In the event responsibility for the Project is transferred from the Ministry to another person or entity, the provisions herein relating to the Ministry shall enure to the benefit of such person or entity. The provisions herein enure to the benefit of any successors and assigns of the Ministry. 10. This Confidentiality Agreement shall be governed by the laws of the Province of Ontario and the laws of Canada applicable in that Province and is subject to the provisions of the Freedom of Information and Protection of Privacy Act, R.S.O. 1990, c. F. 31, as amended, and the Municipal Freedom of Information and Protection of Privacy Act, R.S.O.1990, c. M. 56, as amended, as applicable. Signed: Name: Title: DATED: _____________________________________________ ______

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ATTACHMENT E- 5A TO SCHEDULE E-5 STEERING COMMITTEE MEMBERS AND EXECUTIVE COMMITTEE MEMBERS RECIPIENT CONFIDENTIALITY AGREEMENT
[Instructional note: To be signed by Recipients receiving Confidential Information from representatives of the Steering Committee and the Executive Committee where there is no organizational Confidentiality Agreement between the Ministry and the User they represent.] For sufficient and valuable consideration received from Her Majesty the Queen in right of Ontario as represented by the Minister of Transportation (the "Ministry"), including the disclosure, on a confidential basis, to the recipient of certain Confidential Information belonging to the Ministry (as defined below) by a member of the GTA Fare System Steering Committee (Steering Committee Member) or a member of the GTA Fare System Executive Committee (Executive Committee Member), the recipient agrees as follows: 1. The recipient shall maintain the absolute confidentiality of all Confidential Information (as defined below), and, except as expressly permitted herein, shall not directly or indirectly copy, distribute, disclose, use or allow access to, the Confidential Information, or obtain any benefit from the Confidential Information or permit anyone to do any of these things. The recipient agrees not to disclose any of the Confidential Information to any person for any reason whatsoever. 2. The recipient shall maintain the security and integrity of any Confidential Information in the possession or control of the recipient, and shall keep such Confidential Information in a physically secure location to which access is restricted. The recipient shall use measures to protect the Confidential Information which are no less stringent than the measures used to protect information of a confidential nature in his/her place of employment. The recipient shall not have, or acquire, any right, title or interest, including intellectual property rights, in such Confidential Information. 3. The recipient acknowledges that the Ministry has disclosed the Confidential Information to the Steering Committee Member and the Executive Committee Member solely in connection with assisting, advising and/or providing feedback to the GTA Fare System Project (the Authorized Purpose and Project respectively). The recipient may use the Confidential Information solely in connection with the Authorized Purpose and for no other purpose. The recipient acknowledges and agrees that unauthorized dealings with the Confidential Information would be detrimental to the interests, business and affairs of the Ministry (or third parties with respect to third party information), including the integrity of the Project. 4. On expiration or termination of the recipients engagement or participation in the Project, or anytime upon the Ministrys request, the recipient agrees to ensure all copies and partial copies of any Confidential Information (in any form or media) in the recipients possession or control is returned to the Ministry.

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5. In this Recipient Confidentiality Agreement, Confidential Information means (i) any cost estimate(s) showing the unit cost(s) for a component or components of the GTA Fare System or sums of cost estimates that can reasonably be manipulated to arrive at the unit cost(s) for a component or components of the GTA Fare System; (ii) the GTA Fare System procurement process and solicitation documents and any information relating to the process and the solicitation documents, including, without limitation, any Request for Proposals issued, or proposed to be issued, by the Ministry relating to the Project, provided that item (ii) shall not include procurement process and solicitation documents that are generally available to the public without fault or breach by the recipient, the Steering Committee Member or the Executive Committee Member, but only after that information becomes generally available to the public and provided further that item (ii) shall not prohibit disclosure of information of a general nature relating to the Project, the procurement process and the solicitation documents to persons with whom the undersigned has an employment relationship which information, if publicly known, could have no adverse impact on the integrity of the Project, the solicitation documents and/or the procurement process; (iii) any information from vendors or other third parties in the possession of the Ministry relating to the GTA Fare System including, without limitation, pricing, whether provided in response to a Project solicitation document or not; (iv) any proprietary information of the Ministry; (v) any personal information as contemplated in the Freedom of Information and Protection of Privacy Act (Ontario); (vi) any other information specifically designated in writing by the Ministry as being of a confidential nature; (vii) any improvements, modifications and enhancements of, and information and things derived from or utilizing, any Confidential Information referred to in clause (i), (ii), (iii), (iv), (v) or (vi) above. 6. The recipient declares that there is no actual or potential conflict of interest arising out of the receipt of the Confidential Information or the recipients role on the Project. The recipient declares that the recipient will immediately disclose any actual or potential conflict of interest that may arise during the course of participating in the Project. Furthermore, the undersigned acknowledges and agrees that if the undersigned is participating in or involved with the Project and is at any time in receipt of Confidential Information, the undersigned is precluded from participating in any activity with any third party, including any third party responding to a Project solicitation document in respect of the Project, whether as an employee, advisor or otherwise, which will constitute an actual or potential conflict of interest for a period of one year from (i) the execution of the agreement(s) with the successful vendor resulting from the Request for Proposals process or (ii) the final abandonment or cancellation of the Request for Proposals by the Ministry. 7. No delay or failure by the Ministry, in exercising any rights, powers, remedies or privileges available to it hereunder shall operate as a waiver thereof. The single or partial exercise of a right, power, remedy or privilege shall not preclude its subsequent exercise or the exercise of any other right, power, remedy or privilege. If any provision of this Recipient Confidentiality Agreement is invalid, unenforceable or illegal, such provision shall be deemed to be severed without affecting any other provision. 8. Subject to any confidentiality obligations pertaining to third party materials, this Recipient Confidentiality Agreement shall survive for a period of the greater of ten (10) years from its execution and the term of any agreement with the successful vendor resulting from the Request for Proposals process relating to the Project, including any renewal periods. For avoidance of doubt, if the confidentiality obligations pertaining to third party materials survive for a longer period of time as stipulated by the relevant third party, then that longer period of time

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will govern. In the event responsibility for the Project is transferred from the Ministry to another person or entity, the provisions herein relating to the Ministry shall enure to the benefit of such person or entity. The provisions herein enure to the benefit of any successors and assigns of the Ministry. 9. This Recipient Confidentiality Agreement shall be governed by the laws of the Province of Ontario and the laws of Canada applicable in that Province and is subject to the provisions of the Freedom of Information and Protection of Privacy Act, R.S.O. 1990, c. F. 31, as amended, and the Municipal Freedom of Information and Protection of Privacy Act, R.S.O.1990, c. M. 56, as amended, as applicable. Signed: Name: Title: DATED: ______

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SCHEDULE E-6 REPRESENTATIVE OF EVALUATIONS COMMITTEE CONFIDENTIALITY AGREEMENT


[Instructional note: An original copy of this agreement has to be signed by each representative of the Evaluations Committee.] For sufficient and valuable consideration received from Her Majesty the Queen in right of Ontario as represented by the Minister of Transportation (the "Ministry"), including the disclosure to the undersigned of certain Confidential Information (as defined below), the undersigned agrees as follows: 1. The undersigned shall maintain the absolute confidentiality of all Confidential Information, and, except as expressly permitted herein, shall not directly or indirectly copy, distribute, disclose, use or allow access to, the Confidential Information, or obtain any benefit from the Confidential Information or permit anyone to do any of these things. The undersigned agrees not to disclose any of the Confidential Information to any person for any reason whatsoever without prior written consent from the Ministry. 2. The undersigned shall maintain the security and integrity of any Confidential Information in the possession or control of the undersigned, and shall keep such Confidential Information in a physically secure location to which access is restricted. The undersigned shall use measures to protect the Confidential Information which are no less stringent than the measures used to protect information of a confidential nature in his/her place of employment. The undersigned shall not have, or acquire, any right, title or interest, including intellectual property rights, in such Confidential Information. 3. The undersigned acknowledges that the Ministry has disclosed the Confidential Information to the undersigned solely in connection with assisting, advising and/or providing feedback to the GTA Fare System Project (the Authorized Purpose and Project respectively). The undersigned may use the Confidential Information solely in connection with the Authorized Purpose and for no other purpose. The undersigned acknowledges and agrees that unauthorized dealings with the Confidential Information would be detrimental to the interests, business and affairs of the Ministry (or third parties with respect to third party information), including the integrity of the Project. 4. On expiration or termination of the undersigneds engagement or participation in the Project, or anytime upon the Ministrys request, the undersigned agrees to ensure all copies and partial copies of any Confidential Information (in any form or media) in the undersigneds possession or control are returned to the Ministry. 5. In this Confidentiality Agreement, Confidential Information means: (i) any cost estimate(s) showing the unit cost(s) for a component or components of the GTA Fare System or sums of cost estimates that can reasonably be manipulated to arrive at the unit cost(s) for a component or components of the GTA Fare System; (ii) the GTA Fare System procurement process and solicitation documents and any information relating to the process and the solicitation documents, including, without limitation, any Request for Proposals issued, or proposed to be issued, relating to the Project by the Ministry, provided that item (ii) shall not

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include procurement process and solicitation documents that are generally available to the public without fault or breach by the undersigned, but only after that information becomes generally available to the public and provided further that item (ii) shall not prohibit disclosure of information of a general nature relating to the Project, the procurement process and the solicitation documents to persons with whom the undersigned has an employment relationship which information, if publicly known, could have no adverse impact on the integrity of the Project, the solicitation documents and/or the procurement process; (iii) any information from vendors or other third parties in the possession of the Ministry relating to the GTA Fare System including, without limitation, pricing, whether provided in response to a Project solicitation document or not; (iv) any proprietary information of the Ministry; (v) any personal information as contemplated in the Freedom of Information and Protection of Privacy Act (Ontario); (vi) any other information specifically designated in writing by the Ministry as being of a confidential nature; (vii) any improvements, modifications and enhancements of, and information and things derived from or utilizing, any Confidential Information referred to in clause (i), (ii), (iii), (iv), (v) or (vi) above. 6. The undersigned declares that there is no actual or potential conflict of interest arising out of the receipt of the Confidential Information or the undersigneds role on the Project as an evaluator. The undersigned declares that the undersigned will immediately disclose any actual or potential conflict of interest that may arise during the course of conducting the evaluations or otherwise participating in the Project. Furthermore, the undersigned acknowledges and agrees that as a result of the undersigneds participation in the Project as an evaluator, the undersigned will be precluded from participating in any activity with any third party, including any third party responding to a Project solicitation document in respect of the Project, whether as an employee, advisor or otherwise, which will constitute an actual or potential conflict of interest for a period of one year from (i) the execution of the agreement(s) with the successful vendor resulting from the Request for Proposals process or (ii) the final abandonment or cancellation of the Request for Proposals by the Ministry. 7. No delay or failure by the Ministry in exercising any rights, powers, remedies or privileges available to it hereunder shall operate as a waiver thereof. The single or partial exercise of a right, power, remedy or privilege shall not preclude its subsequent exercise or the exercise of any other right, power, remedy or privilege. If any provision of this Confidentiality Agreement is invalid, unenforceable or illegal, such provision shall be deemed to be severed without affecting any other provision. 8. Subject to any confidentiality obligations pertaining to third party materials, this Confidentiality Agreement shall survive for a period of the greater of ten (10) years from its execution and the term of any agreement with the successful vendor resulting from the Request for Proposals process relating to the Project, including any renewal periods. For avoidance of doubt, if the confidentiality obligations pertaining to third party materials survive for a longer period of time, as stipulated by the relevant third party, then that longer period of time will govern. In the event responsibility for the Project is transferred from the Ministry to another person or entity, the provisions herein relating to the Ministry shall enure to the benefit of such person or entity. The provisions herein enure to the benefit of any successors and assigns of the Ministry. 9. This Confidentiality Agreement shall be governed by the laws of the Province of Ontario and the laws of Canada applicable in that Province and is subject to the provisions of

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the Freedom of Information and Protection of Privacy Act, R.S.O. 1990, c. F. 31, as amended, and the Municipal Freedom of Information and Protection of Privacy Act, R.S.O.1990, c. M. 56, as amended, as applicable. Signed: Name: Title: DATED: ______

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SCHEDULE E-7 MUNICIPALITIES CONFIDENTIALITY REQUIREMENTS


All capitalized terms herein shall have the meanings ascribed to them in the GTA Fare System Procurement Governance Agreement, unless otherwise specifically defined herein. 1. The Municipality shall maintain the absolute confidentiality of all Confidential Information, and, except as expressly permitted herein, shall not directly or indirectly copy, distribute, disclose, use or allow access to, the Confidential Information, or obtain any benefit from the Confidential Information or permit anyone to do any of these things. The Municipality agrees not to disclose any of the Confidential Information to any person for any reason whatsoever other than to those employees, consultants and professional advisors who actually need to have knowledge of the Confidential Information for the purpose of facilitating the Municipalitys participation in the Project (as defined below). In this event, the Municipality shall disclose such part of the Confidential Information to those employees, consultants and professional advisors as is reasonably necessary. Prior to disclosure, however, the Municipality shall issue appropriate directions to those employees, consultants and professional advisors to whom it proposes to lawfully disclose the Confidential Information to satisfy the Municipalitys obligations herein, and, where appropriate, acting reasonably, shall obtain an agreement in writing from each of its employees to treat the Confidential Information as confidential and to deal with conflict of interest. The Municipality shall obtain an agreement in writing from all above referenced consultants and professional advisors to treat the Confidential Information as confidential and to otherwise observe the restrictions in this Schedule E-7 (Municipalities Confidentiality Requirement), including those pertaining to conflict of interest. The Municipality shall be responsible and liable for any breach of the confidentiality obligations herein by any person or entity to whom it discloses Confidential Information. 2. The Municipality shall maintain the security and integrity of any Confidential Information in the possession or control of the Municipality, and shall keep such Confidential Information in a physically secure location to which access is restricted. The Municipality shall use measures to protect the Confidential Information which are no less stringent than the measures used to protect its information of a confidential nature. The Municipality shall not have, or acquire, any right, title or interest, including intellectual property rights, in such Confidential Information. 3. The Municipality acknowledges that the Ministry has disclosed the Confidential Information to the Municipality solely in connection with assisting, advising and/or providing feedback to the GTA Fare System Project (the Authorized Purpose and Project respectively). The Municipality may use the Confidential Information solely in connection with the Authorized Purpose and for no other purpose. The Municipality acknowledges and agrees that unauthorized dealings with the Confidential Information would be detrimental to the interests, business and affairs of the Ministry (or third parties with respect to third party information), including the integrity of the Project. 4. On expiration or termination of the Municipalitys participation in the Project, or anytime upon the Ministrys request, the Municipality agrees to ensure all copies and partial copies of any Confidential Information (in any form or media) in the Municipalitys possession or control are returned to the Ministry.

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5. The Municipality declares that there is no actual or potential conflict of interest arising out of the receipt of the Confidential Information or the Municipalitys role on the Project. The Municipality declares that it will immediately disclose any actual or potential conflict of interest that may arise during the course of participating in the Project. Furthermore, the Municipality acknowledges and agrees that each of the Municipality, its employees, consultants and professional advisors who are participating in or involved with the Project and who at any time are in receipt of Confidential Information are precluded from participating in any activity with any third party, including any third party responding to a Project solicitation document in respect of the Project, whether as an employee, advisor or otherwise, which will constitute an actual or potential conflict of interest for a period of one (1) year from (i) the execution of the agreement(s) with the successful vendor resulting from the Request for Proposals process or (ii) the final abandonment or cancellation of the Request for Proposals by the Ministry. Prior to engaging any consultant or professional advisors on the Project, the Municipality shall obtain a declaration and agreement in respect of actual or potential conflict of interest from each of those consultants and professional advisors which declaration and agreement shall contain the restrictions set out in this Section 5. 6. No delay or failure by the Ministry in exercising any rights, powers, remedies or privileges available to it hereunder shall operate as a waiver thereof. The single or partial exercise of a right, power, remedy or privilege shall not preclude its subsequent exercise or the exercise of any other right, power, remedy or privilege. If any provision of this Schedule E-8 (Municipalities Confidentiality Requirement) is invalid, unenforceable or illegal, such provision shall be deemed to be severed without affecting any other provision. 7. Subject to any confidentiality obligations pertaining to third party materials, the confidentiality obligations herein shall survive for a period of the greater of ten (10) years from its execution and the term of any agreement with the successful vendor resulting from the Request for Proposals process relating to the Project, including any renewal periods. For avoidance of doubt, if the confidentiality obligations pertaining to third party materials survive for a longer period of time as stipulated by the relevant third party, then that longer period of time will govern. In the event responsibility for the Project is transferred from the Ministry to another person or entity, the provisions herein relating to the Ministry shall enure to the benefit of such person or entity. The provisions herein enure to the benefit of any successors and assigns of the Ministry. 8. The provisions set out above shall be subject to the provisions of the Freedom of Information and Protection of Privacy Act, R.S.O. 1990, c. F.31, as amended, and the Municipal Freedom of Information and Protection of Privacy Act, R.S.O. 1990, c. M. 56, as amended, as applicable.

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SCHEDULE F COST COMPONENTS AND FUNDING RESPONSIBILITIES


1. Capital Costs for Central System

Subject to Section 49 (Ministry funding contribution) of the Agreement, the Ministry, either directly or indirectly through a Successor, shall contribute 100% towards the Capital Costs of the Central System components set out in Table 1: Central System Ministry funding contribution, below. Table 1: Central System Ministry funding contribution. Central System components 100 % Ministry funding of Capital Costs

1. Customer services & systems (call center) a) Systems engineering, design & documentation b) Software development c) Commercial off the shelf software (COTS) d) Hardware

Yes

2. Clearing, settlement & financial services & systems a) System engineering, design & documentation b) Software development c) Hardware d) Facilities

Yes

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3. Implementation & program management (Vendor) a) Program management design & build phase, including design review process b) Training c) Testing & acceptance d) Transition planning & implementation

Yes

4. Disaster recovery (hardware/software) 5. Client program management & transition support 2. Capital Costs for Municipal Systems

Yes Yes

Subject to Section 49 (Ministry funding contribution) and Section 50 (User funding contribution) of the Agreement, the Ministry shall contribute 33.33% towards the capital costs of the Municipal Systems components set out in Table 2: Municipal System Ministry funding contribution, below. Table 2: Municipal System Ministry funding contribution Municipalities systems components (excluding farebox investment) 33.33% Ministry funding of Capital Costs

1. Program management, system design, testing, warranty, installation, training & manuals (Vendors costs) 2. GTA Fare System equipment a) Bus fare transaction processor (BFTP) and transfer printer b) Portable BFTP probe c) Wireless data transfer system d) Data concentrator

Yes

Yes

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e) Customer service terminals f) Third party terminals (point of sale - POS) g) Tethered probes h) Spare parts & consumables (spare parts, tools, paper transfer stock, card stock) 3. Transitional ramp-up costs a) Internal project management b) Recruitment costs c) Local marketing d) Training e) Re-engineering costs 3. Capital Costs for the GO Transit System Subject to Section 49 (Ministry funding contribution) of the Agreement, the Ministry, either directly or indirectly through a Successor, shall contribute 100% of the Capital Costs of the GO Transit System acquisition and implementation. Subject to Section 50 (User funding contribution), GO Transit shall be responsible for 100% of the GO Transit System Operating Costs set out in Table 3: GO Transit Capital Costs, below. Table 3: GO Transit Capital Costs GO Transit System Components 100% Ministry Funding of Capital Costs

Yes

1. Program management, system design, testing, warranty, installation, training & manuals (Vendors costs) 2. GTA Fare System equipment a) station equipment (POS device, station fare transaction processors (SFTP)) b) hand held card readers c) BFTP d) portable BFTP probe e) wireless data transfer system f) data concentrator g) customer service terminals

Yes

Yes

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h) third party terminals (POS) i) tethered probes j) spare parts & consumables (spare parts, tools, paper transfer stock, card stock) 3. Transitional ramp-up costs a) Internal project management b) Recruitment costs c) Local marketing d) Training e) Re-engineering costs Yes

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4.

Operating Costs for Centralized Services

There are two components to the Centralized Services. The first is the operation of the Central System which is a Ministry responsibility. The Ministry shall contribute 100% of Central System Operating Costs, either directly or indirectly through a Successor. The second is the Centrally Managed Services that are currently locally provided but in future will be managed centrally for local benefit. The Users using the Central System shall contribute 100% towards the Operating Costs of the Centrally Managed Services to the Agent or its delegate set out in Table 4 Operating Costs for Centralized Services, below. Table 4: Operating Costs for Centralized Services Centrally Managed Services (Users) Functions: IT systems support service costs - Level 2 service and administration costs o Third party retail (POS) network - Contract administration and services - telecom o

Central System (Ministry) Functions: o o o o o o o o Card management Customer services Distribution management Financial management Security management Information systems Brand management Business management

Costs: Staff resources Facilities Supplies Financial clearance fees Telecom lines to depot concentrator (DC) o Disaster recovery operating costs o o o o o

Costs: o o o o Field agents Database administration Telecom costs to POS network IT service costs

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SCHEDULE G COMMUNICATION REQUIREMENTS


1. Purpose

This Schedule G (Communication Requirements) describes each Partys responsibilities and financial obligations involved in arranging local announcements and ceremonies, producing media releases and Internet postings and, where deemed appropriate, in producing, installing and maintaining signs and plaques for the GTA Fare System (the Communication Requirements) on each Users system. 2. General

a) Each User and the Ministry agree to undertake joint communications activities and products that will promote opportunities to communicate with the public in an open, transparent, effective and proactive manner, using appropriate, ongoing, consistent public information material acknowledging the Parties participation as set out in this Agreement. b) The Parties shall identify appropriate forms for these communications and public information activities and products, budget, and require Steering Committee approval on these matters. c) Public communication material in relation to this Agreement shall be prepared in both official languages in accordance with the French Language Services Act (Ontario), and shall equitably reflect the contributions of the Parties and, where applicable, any Third Party. This includes ensuring equal recognition and prominence where words, logos, symbols and other types of identification are incorporated into materials. d) If the Ministry deems appropriate, all public communication material or signage related to the GTA Fare System shall be produced in accordance with the Ontario visual identity guidelines (see Attachment G-1A (Ontario visual identity guidelines) to this Schedule G (Communications Requirements)). e) Each User shall ensure all communications related to this Agreement shall be in a form approved by the Ministry. All notices and announcements shall note the contributions by each of the Parties. f) This Schedule G (Communication Requirements) shall not apply to communications activities by a User or its Contractors if they relate to the operational, transportation management or safety activities that result from the GTA Fare System.

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3.

Communication with Third Parties

All public communication material concerning the Procurement and implementation of the GTA Fare System shall clearly and prominently indicate that the GTA Fare System received financial assistance from the Government of Ontario. 4. Communication with the Public

Public information material a) The Parties may produce information kits, brochures, public reports, and Internet pages providing information for transit agencies, municipalities, contractors and members of the public on this Agreement. The Parties shall agree on the content of that information. Unless agreed to in advance by the Parties, the Party shall give the other Parties reasonable notice of fourteen (14) days prior to printing. Media releases b) The Parties shall organize a signing ceremony and a media release shall be issued when the Agreement is signed. A joint media release, in which each of the Parties is assigned equal importance, shall be issued in respect of each project component or in combination with other project components, unless a User and the Ministry otherwise decide by mutual agreement. Media releases may include quotations from elected representatives of the Government of Ontario, participating municipalities, TTC or members of the board of directors of GO Transit. The Parties shall agree on the content of the media releases. Media conferences, public announcements and other joint events c) The Parties shall co-operate in organizing media conferences, announcements and official ceremonies and shall respect the mutually agreed order of precedence. In addition, the Parties must agree on the public statements and messages issued at these events. The Steering Committee may recommend to the Parties that ceremonies or other special events be held at appropriate locations and times. Unless agreed to in advance by the Parties, no public announcement concerning a project component covered by this Agreement shall be made by a Party or, where applicable, unless the other Party has been given at least fourteen (14) days notice of the public announcement. d) A Party may organize a joint media conference or public ceremony pertaining to the GTA Fare System. Unless agreed to in advance by the Parties, the Party that does so shall give the Ministry reasonable notice of fourteen (14) days, and such notice shall also be given in respect of other joint events or public 87

announcements. The Ontario Minister of Transportation may participate in these media conferences, which shall be held at the agreed locations and on agreed dates. Signage e) Signs and plaques are required, unless a User and the Ministry otherwise decide by mutual agreement, and the following conditions will apply. i. Prior to the implementation of any project component under this Agreement a sign measuring not less than 240cm high by 360cm or 480cm wide visible by rail transit users and where practicable road users, for the duration of the component implementation at the site. Signage shall be consistent with Ontario visual identity guidelines (see Attachment G-1A (Ontario visual identity guidelines) to this Schedule G (Communications Requirements)) and in both official languages in accordance with the French Language Services Act (Ontario). Each User shall ensure that the proofs of all GTA Fare System signs and plaques are reviewed by the Ministry before installation. If deemed appropriate by the Ministry, each User is responsible for erecting project signs indicating all financial assistance received from the Ministry, municipal contribution and other parties making a significant contribution toward the GTA Fare System at all sites, facilities, etc. where such financial assistance is being used.

ii.

iii. iv.

5. a)

Eligible Costs In order for a cost to be considered an eligible cost for the purposes of this Schedule G (Communication Requirements), the Ministry must pre-approve the budget for communication activities and products in accordance with this Agreement. For joint ceremonies or events, a maximum of three thousand dollars ($3000) of eligible costs will be considered by the Ministry (depending on the number of participants). Unless otherwise arranged by the Parties, the User and the Ministry shall each pay half of the costs of preparing and supplying communications activities and products, including documents, distribution to the media, and the organization of special joint events, as agreed by both Parties.

b)

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c)

The costs of public announcements and official ceremonies are eligible costs. The other costs incurred by the Parties to organize these events shall be paid by them in accordance with an equitable cost-sharing arrangement. The costs of any temporary or permanent signage are also eligible costs.

d)

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ATTACHMENT G-1A TO SCHEDULE G ONTARIO VISUAL IDENTITY GUIDELINES


If the Ministry deems appropriate, the following Ontario visual identity guidelines, or any other mutually agreeable visual identity guidelines shall be installed and maintained by each User as per Section 2 d) and 4 e) (ii) of Schedule G (Communication Requirements). Examples: Exterior recognition stickers approximate size 3 X 8

Interior recognition stickers approximate size 4 X 12

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SCHEDULE H MEDIATION
[In the event of a dispute being referred to mediation under Section 68 (Mediation) of the Agreement, the mediation shall be undertaken under the authority of a mediation agreement substantially in accordance with the following:] All references to number of days in this Schedule H (Mediation) shall be interpreted consistent with Rule 3 (Time) of the Rules of Civil Procedure under the Courts of Justice Act, R.R.O. 1990, Regulation 194. WHEREAS: The Parties are involved in a Dispute (Dispute and Parties, as defined in Section 1 (Definitions) of the GTA Fare System Governance Procurement Agreement made as of [?] between the Ministry, acting on its own behalf and as Agent, Municipalities, TTC and GO Transit) and wish to attempt to resolve the Dispute through mediation; and The Parties wish to retain the services of a Mediator (as defined in Section 1 (Preamble) to this Schedule H (Mediation)) to act fairly and impartially in all respects and to expeditiously assist in the resolution of the Dispute. NOW THEREFORE IN CONSIDERATION of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties covenant and agree as follows: 1. Preamble

The Parties agree to conduct this mediation in an honest and forthright manner and to make a serious attempt to resolve the outstanding matters relating to the Dispute. The Parties agree to use their best efforts to isolate points of agreement and disagreement, to explore alternative solutions or options and to consider compromises or accommodations. The [name of organization and/or mediator providing mediation services] will provide the services of a qualified and experienced individual (the Mediator), satisfactory to the Parties and their respective counsel in connection with the Dispute.

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2.

Mediator

The appointed Mediator shall sign a statement verifying the Mediator has no interest in the case, and the Mediator is not aware of any circumstances that could raise the likelihood of a claim or bias. 3. Authority

The representative of the Parties who participates in the mediation shall have full, unqualified authority to reach a settlement in the Dispute. 4. Time and place of mediation

Unless otherwise agreed, the mediation shall commence no later than fifteen (15) days after the appointment of the Mediator at a place to be determined by the Mediator. 5. Pre-conference preparation

Each Party shall prepare a brief summary, not to exceed ten (10) pages, of the issues in dispute, with the Partys position with respect to those issues. The summary shall be delivered to the Mediator and the other Parties, at least three (3) days before the first mediation conference. 6. Process

At the mediation, each Party should be prepared to make a brief oral statement explaining the Partys position. Each Party is expected to participate in structured negotiations with the active assistance of the Mediator. The Mediator may caucus privately with any Party during the mediation conference if the Mediator considers it will assist the process. Any Party may request a private caucus with the Mediator at any time. Each Party shall co-operate in good faith with the Mediator. Each Party shall make every effort to attend a scheduled conference and shall cooperate to avoid any unnecessary delays.

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7. 8.

This Section is intentionally deleted. Presentation

Although oral evidence, other than that of the Parties to the dispute, is not encouraged at the mediation, the Mediator may allow other persons other than the Parties to make presentations. 9. Representation

A Party may be represented at the mediation by counsel or another representative. 10. Resort to other proceeding

Unless it is necessary for a Party to initiate or continue arbitral or judicial proceedings to preserve the Partys rights, no Party shall initiate or continue any arbitral or judicial proceedings in respect of any of the matters in the dispute that is the subject matter of the mediation, before or during the mediation process. 11. Record

No transcript shall be kept of the mediation. 12. Confidentiality

The Mediator, the Parties and their counsel or representatives shall keep confidential all matters relating to the mediation, except where disclosure of a settlement agreement is necessary to implement or enforce that agreement. 13. Adjournment

The Mediator may adjourn or cancel the mediation at any time. 14. Withdrawal

Subject to Section 1 (Preamble) of this Schedule H (Mediation), either party may withdraw from the mediation at any time. 15. Settlement agreement

When the parties reach a settlement, the Parties shall reduce the agreement to writing. 16. Without prejudice proceeding

In all respects, the mediation is deemed to be a without prejudice proceeding.

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17.

Experts

After consultation with the Parties, the Mediator may appoint any legal or technical expert the Mediator considers necessary to assist in the performance of the Mediators duties. The fees and costs of appointing any experts will be borne equally by the Parties. The Mediator will impose a confidentiality obligation on all experts which is identical to that imposed on the Mediator under this Agreement. The responsibilities of the Mediator will not be allocated to an expert or any other person. The Mediator will direct an expert to give his or her advice or report, in writing, to the Mediator along with copies for each of the Parties. The Parties may each give the Mediator a written response to the advice or report given by the expert. 18. Costs of the mediation

The costs of the Mediator shall be apportioned equally between the Parties unless otherwise agreed under any settlement reached under Section 15 (Settlement agreement) of this Schedule H (Mediation).

IN WITNESS WHEREOF the Parties hereto have executed this Agreement. l Per: Per: Per: Per:

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l [the Mediator] Per: Per:

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SCHEDULE I ARBITRATION
All references to number of days in this Schedule I (Arbitration) shall be interpreted consistent with Rule 3 (Time) of the Rules of Civil Procedure under the Courts of Justice Act, R.R.O. 1990, Regulation 194. Jurisdiction and Scope 1. The Arbitral Tribunal (as defined in Section 5 (Appointment of Arbitral Tribunal) to this Schedule I (Arbitration) appointed under these rules will apply the provisions of the Arbitration Act, 1991 of Ontario to any arbitration conducted under the Agreement except to the extent they are modified by the express provisions of these rules. 2. Each Party agrees: (a) it will not apply to the courts of Ontario or any other jurisdiction to attempt to enjoin, delay, impede or otherwise interfere with or limit the scope of the arbitration or the powers of the Arbitral Tribunal; and the award of the Arbitral Tribunal will be final and conclusive and there will be no appeal therefrom whatsoever to any court, tribunal or other authority.

(b)

3.

The Arbitral Tribunal has the jurisdiction to deal with all matters relating to a Dispute including, without limitation, the jurisdiction: (a) (b) (c) (d) (e) to determine any question of law, including equity; to determine any question of fact, including questions of good faith, dishonesty or fraud; to determine any question as to the Arbitral Tribunals jurisdiction; to order any party to furnish further details, whether factual or legal, of that Partys case; to proceed in the arbitration notwithstanding the failure or refusal of any Party to comply with these rules or with the Arbitral Tribunals orders or directions, or to attend any meeting or hearing, but only after giving that Party written notice the Arbitral Tribunal intends to do so;

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(f)

to receive and take into account such written or oral evidence tendered by the Parties as the Arbitral Tribunal determines is relevant, whether or not admissible in law; to make one or more interim awards including, without limitation, orders to secure any amount relating to the Dispute; to order the Parties to produce to the Arbitral Tribunal and to each other for inspection, and to supply copies of any documents or classes of documents in their possession, power or control that the Arbitral Tribunal determines to be relevant; and to express awards in any currency.

(g) (h)

(i)

Place of arbitration 4. Unless otherwise agreed, the arbitration will be conducted in the City of Toronto in the Province of Ontario at the location determined from time to time by the Arbitral Tribunal, but the Arbitral Tribunal may meet in any other place the Arbitral Tribunal considers necessary for consultation, to hear witnesses, experts or other parties, or for the inspection of documents, goods or other property. Appointment of Arbitral Tribunal 5. As used in these rules, the term Arbitral Tribunal means the Sole Arbitrator appointed under Section 7 (Appointment of Arbitral Tribunal) of this Schedule I (Arbitration) or the Arbitral Tribunal appointed under Section 8 (Appointment of Arbitral Tribunal) of this Schedule I (Arbitration), as the case may be. 6. The arbitration will be commenced by delivery of a written complaint (the Complaint) by the claimant to the respondent. The Complaint must describe the nature of the Dispute. 7. The claimant and the respondent may agree in writing upon the appointment of a single Arbitrator who will determine the Dispute acting alone (the Sole Arbitrator) or upon the appointment of a three (3) member Arbitral Tribunal. If within fifteen (15) days of the giving of the Complaint, the claimant and the respondent do not reach agreement on the appointment of the Sole Arbitrator, then each of the claimant and the respondent may appoint an Arbitrator and provide the other Party with written notice of such appointment. If one Party does not provide such written notice, then the arbitrator who has been appointed by the other Party will be the Sole Arbitrator and will constitute the Arbitral Tribunal.

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8. If the claimant and the respondent each appoint an Arbitrator under Section 7 (Appointment of Arbitral Tribunal) of this Schedule I (Arbitration), then, within five (5) days of the appointment of such Arbitrators, the Arbitrators so appointed will agree on the appointment of an additional Arbitrator as chair (the Chair) and give notice to the claimant and the respondent of such appointment, failing which the Chair may be appointed by a Judge of the Ontario Superior Court of Justice on the application of either the claimant or the respondent, on notice to the other. Upon the giving notice by the Arbitrators of the appointment of the Chair, or the appointment by a Judge of the Chair, as the case may be, the Chair and the other Arbitrators previously appointed shall constitute the Arbitral Tribunal. 9. Any decision of the Arbitral Tribunal (including, without limitation, its final award) made with respect to a Dispute or with respect to any aspect of, or any matter related to, the arbitration (including; without limitation, the procedures of the arbitration) will be made by either the Sole Arbitrator or by a majority of the Arbitral Tribunal, as the case may be. All decisions of the Arbitral Tribunal with respect to a Dispute, except procedural decisions, shall be rendered in writing, and contain a recital of the facts upon which the decision is made and the reasons. Pre-Arbitration meeting 10. The Parties shall meet with the Arbitral Tribunal within thirty (30) days of the constitution of the Arbitral Tribunal for a pre-arbitration meeting to: (a) (b) (c) (d) identify the issues in dispute; discuss the procedure to be followed in the arbitration; establish time periods for taking certain steps, including the dates, time and location of the arbitration; and deal with any other matter that will assist the Parties to settle their differences and assist the arbitration to proceed in an efficient and expeditious manner.

11.

The pre-arbitration meeting may take place by conference telephone call.

12. The Arbitral Tribunal shall record any agreement or consensus reached at the pre-arbitration meeting and shall, within three (3) days of that meeting, send a copy of that document to each of the Parties or their representatives.

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Conduct of the arbitration 13. Subject to the Rules in this Schedule, the Arbitral Tribunal may conduct the arbitration in the manner the Arbitral Tribunal considers appropriate, but each Party shall be treated fairly and shall be given full opportunity to present a case. 14. Under this Schedule I (Arbitration), the power of the Arbitral Tribunal includes, but is not limited to: (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) (m) (n) ordering the arbitration to be conducted by documents only, or with limited oral hearings; controlling or refusing discovery examinations; determining in what order issues will be dealt with; limiting or extending the extent of document disclosure; requiring further particulars of the claim and the issues advanced; requiring earlier disclosure of intended witnesses and documents; limiting the number of experts or refusing to allow expert evidence; requiring the use of a single independent expert to deal with a particular issue or any number of issues; requiring experts to file written reports in place of giving oral testimony; requiring expert reports earlier in the process than required under this Schedule I (Arbitration); determining when and in what order experts will be heard; setting the dates, times and locations for the Arbitration; ordering pre-arbitration meetings as required; and fixing and awarding costs, including solicitor/client costs and the costs of the Arbitration.

Exchange of documents 15. Within fifteen (15) days of the pre-arbitration meeting, or if the Parties agree that no pre-arbitration meetings will be held, within fifteen (15) days after the Arbitral Tribunal has been constituted, the claimant shall send a written statement to the 99

respondent and the Arbitral Tribunal outlining the facts supporting the claim of the claimant, the points at issue, and the relief or remedy sought. 16. Within fifteen (15) days after the respondent receives the claimants statement, the respondent shall send a written statement to the claimant and the Arbitral Tribunal outlining the respondents defence, the facts supporting the defence, the respondents positions on the points at issue and the relief or remedy sought, and a written statement of the respondents counterclaim, if any. 17. The respondent, by counterclaim, shall send a written statement to the claimant and the Arbitral Tribunal outlining the respondents defence to the counterclaim within fifteen (15) days after the respondent receives the counterclaim. 18. Each Party shall submit with the Partys statement a list of the documents upon which the Party intends to rely and the list of documents shall describe each document by specifying its document type, date, author, recipient and subject matter. Amendment of or supplemental claim 19. The Arbitral Tribunal may allow a Party to amend or supplement the Partys claim or counterclaim or defence during the course of the arbitration unless the Arbitral Tribunal considers the delay in amending or supplementing the claim to be prejudicial to the other Party. Production of documents 20. The Arbitral Tribunal may, on application of a Party or on the Arbitral Tribunals own motion, order a Party to produce any documents the Arbitral Tribunal considers relevant to the arbitration within a time the Arbitral Tribunal specifies and, where such an order is made, the other Party may inspect those documents and make copies of them. 21. Each Party shall make available to the other Party for inspection and copying any documents upon which the Party intends to rely. Agreed statement of facts 22. The Parties shall, within a period of time specified by the Arbitral Tribunal identify those facts, if any, which are not in dispute and submit to the Arbitral Tribunal an agreed statement of facts.

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Arbitration hearings 23. The Arbitral Tribunal shall set the dates for any oral hearings or meetings and shall give at least fifteen (15) fifteen days written notice of such hearings or meetings to the Parties. 24. All oral hearings and meetings shall be held in private and all written documentation shall be kept confidential by the Arbitral Tribunal and the Parties shall not disclose the written documentation to any other person, except by the consent of all Parties. Evidence 25. Each Party shall prove the facts relied upon to support the Partys claim or defence. 26. If a Party is presenting evidence through a witness, the Party shall, no later than seven (7) days before the commencement of the oral hearing, advise the Arbitral Tribunal and the other Party of the name and address of the witness and provide a brief summary of the evidence to be given by the witness. 27. The written statement of an expert shall be given to the other Party and the Arbitral Tribunal at least fourteen (14) days before the commencement or the oral hearing. 28. The Arbitral Tribunal shall be the sole judge of the relevance and materiality of the evidence offered and the Arbitral Tribunal is not required to apply the legal rules of evidence. 29. All oral evidence shall be taken in the presence of the Arbitral Tribunal and all the Parties, except where any of the Parties is absent, in default or has waived the right to be present. 30. The Parties shall prepare books containing all of the documents to be introduced at the oral hearing and shall submit those books to the other party and to the Arbitral Tribunal no later than seven (7) days before the commencement of the oral hearing. 31. The Parties are deemed to have consented to the authenticity of all documents contained in the document books, unless the Party gives notice of objection within three (3) days before the oral hearing to the other Party and the Arbitral Tribunal. 101

32. The Arbitral Tribunal may allow a party to introduce into evidence at the oral hearing a document which was not disclosed or submitted at least seven (7) days before the commencement of the hearing, but the Arbitral Tribunal may take that failure into account at the time the Arbitral Tribunal fixes any costs. Examination of Parties 33. At an oral hearing the Arbitral Tribunal may order a Party, or a person claiming through a Party, to submit to being examined by the Arbitral Tribunal under oath and to submit all the documents that the Arbitral Tribunal requires. Witnesses 34. The Arbitral Tribunal may determine the manner in which witnesses are to be examined and may require a witness, other than a Party or the Partys representative, to leave the oral hearing during the testimony of another witness. 35. Where the Arbitral Tribunal allows the evidence of a witness to be presented by a written statement, the other Party may require that the witness be present at an oral hearing for cross-examination. 36. The Arbitral Tribunal may call a witness on the motion of the Arbitral Tribunal, but where a witness is called by the Arbitral Tribunal, the Parties have the right to crossexamine that witness and call evidence in rebuttal. Experts 37. The Arbitral Tribunal may appoint one (1) or more experts to report on specific issues to be determined by the Arbitral Tribunal and may require a Party to give the expert any relevant information or to produce, or to provide access to, any relevant documents, goods or other property for inspection by the expert. 38. The Arbitral Tribunal shall communicate the experts terms of reference to the Parties. 39. Any dispute between a Party and an expert as to the relevance of the required information or the production of the information shall be referred to the Arbitral Tribunal for decision. 40. Upon receipt of the experts report, the Arbitral Tribunal shall inform the Parties of the contents of the report and the Parties shall be given an opportunity to express, in writing, their opinion on the report.

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41. The expert shall, at the request of a Party, make available to that Party for inspection all documents, goods or other property in the experts possession which the expert was provided with in order to prepare the experts report and the expert shall provide that Party with a list of all documents, goods or other property not in the experts possession but with which the expert was provided in order to prepare the experts report, and a description and location of those documents, goods or other property. 42. If a Party requests or if the Arbitral Tribunal considers it necessary, the expert shall, after delivery of the experts written or oral report, be present at an oral hearing where the Parties will have the opportunity to cross-examine the expert and call evidence in rebuttal. Default of Party 43. Where a claimant, without sufficient cause, and after five (5) days written notice from the Arbitral Tribunal, fails to communicate the claimants statement of claim within the required time, the Arbitral Tribunal may terminate the Arbitral Tribunal with respect to that claim. 44. Where the respondent, without sufficient cause and after five (5) days written notice from the Arbitral Tribunal, fails to communicate the respondents statement of defence within the required time, the Arbitral Tribunal shall continue the arbitration. An award shall not be made solely on the default of the respondent. The Arbitral Tribunal shall require the claimant to submit such evidence as the Arbitral Tribunal may require for the making of the award. 45. Where a Party, without sufficient cause, fails to appear at an oral hearing or fails to produce documentary evidence, the Arbitral Tribunal may continue the arbitration and the Arbitral Tribunal shall make an award based upon the evidence before the Arbitral Tribunal. 46. Where a Party, without sufficient cause, fails to comply with any order or direction of the Arbitral Tribunal or any requirement under the Arbitration Act, 1991 or this Schedule I (Arbitration), the Arbitral Tribunal may grant such relief as the Arbitral Tribunal deems appropriate, including costs. General powers of Arbitral Tribunal 47. The Arbitral Tribunal may: (a) order an adjournment of the proceedings from time to time;

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(b)

make an interim order on any matter with respect to which the Arbitral Tribunal may make a final order; including an interim order for the preservation of property which is the subject matter of the dispute; order on-site inspection of documents, exhibits or other property; at any time extend or abridge a period of time required in this Schedule I (Arbitration) or fixed or determined by the Arbitral Tribunal where the Arbitral Tribunal considers it just and appropriate in the circumstances.

(c) (d)

Representation 48. The Parties may be represented or assisted by any person during an arbitration.

49. Where a Party intends to be represented or assisted by a lawyer, the Parties shall, in writing, advise the other party of the lawyers name and the capacity in which the lawyer is acting, at least five (5) days before any scheduled meeting or hearing. Award of Arbitral Tribunal 50. Unless the Parties otherwise agree, the award of the Arbitral Tribunal must be made within sixty (60) days of the conclusion of the arbitration hearing. 51. The award of the Arbitral Tribunal will be rendered in writing and will contain a recital of the facts upon which the award is made and the reasons. Miscellaneous 52. The language of the arbitration will be English.

53. Nothing contained in these rules prohibits a party from making an offer of settlement during the course of the arbitration. 54. In determining the allocation between the Parties of the costs of the arbitration, including the professional fees of the Arbitral Tribunal and the administrative costs associated with the arbitration, the Arbitral Tribunal may invite submissions as to costs and may consider; among other things, an offer of settlement made by a Party to the other Party prior to or during the course of the arbitration. Unless otherwise directed by the Arbitral Tribunal, all costs of the Arbitral Tribunal will be paid equally by the claimant and the respondent.

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