presto master supply and services agreement

8/18/2019 PRESTO Master Supply and Services Agreement

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MASTER SUPPLY AND SERVICES AGREEMENT

BETWEEN

THE CROWN IN RIGHT OF ONTARIO

AS REPRESENTED BY THE MINISTER OF TRANSPORTATION

- and -

ACCENTURE INC.


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TABLE OF CONTENTS

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ARTICLE 1 SCOPE ........................................................................................................................................... 1

1.1 Agreement ....................................................................................................................................... 11.2 Acknowledgments by Contractor .......... .......... ........... .......... ........... .......... ........... .......... ........... ...... 11.3 Exclusivity and Minimum Volumes .......... .......... ........... .......... ........... ........... .......... ........... .......... . 31.4 Changes to Scope of the Agreement .......... .......... ........... .......... ........... ........... .......... ........... .......... . 3

ARTICLE 2 STRUCTURE OF AGREEMENT AND INTERPRETATION ................................................ 4

2.1 Contents of the Agreement............. .......... ........... .......... ........... .......... ........... .......... ........... .......... ... 42.2 Schedules to the Agreement ........... .......... ........... .......... ........... .......... ........... .......... ........... .......... ... 42.3 Exhibits to the Agreement .......... ........... .......... ........... .......... ........... .......... ........... .......... ........... ...... 52.4 Module Appendices to the Agreement .......... ........... .......... ........... ........... .......... ........... .......... ........ 52.5 Incorporated GTA Fare System Technical Specifications .......... ........... .......... ........... .......... .......... 5

ARTICLE 3 TERM OF AGREEMENT ........................................................................................................... 6

3.1 Initial Term ......... ........... .......... ........... .......... ........... .......... ........... ........... .......... ........... .......... ........ 63.2 Renewal Term ........... .......... ........... .......... ........... .......... ........... .......... ........... .......... ........... .......... ... 63.3 ........................................................................................................................................................ 7

ARTICLE 4 PROJECT BLUEPRINT .............................................................................................................. 7

4.1 Project Blueprint Development ........... .......... ........... .......... ........... ........... .......... ........... .......... ........ 74.2 Acceptance and Review .......... .......... ........... .......... ........... .......... ........... .......... ........... .......... .......... 8

ARTICLE 5 RESPONSIBILITIES OF PARTIES .......................................................................................... 8

5.1 Contractor Responsibilities .......... .......... ........... ........... .......... ........... .......... ........... .......... ........... .... 85.2 Ministry Responsibilities ......... ........... .......... ........... ........... .......... ........... .......... ........... .......... ........ 9

ARTICLE 6 RELATIONSHIP MANAGEMENT AND ADMINISTRATION ............................................ 9

6.1 Access to Premises ........... .......... ........... .......... ........... .......... ........... .......... ........... .......... ........... ...... 96.2 Access to Information ........... .......... ........... .......... ........... ........... .......... ........... .......... ........... ......... 106.3 Authorized Representatives ........... .......... ........... .......... ........... .......... ........... .......... ........... .......... . 106.4 Project Committees .......... .......... ........... .......... ........... .......... ........... .......... ........... .......... ........... .... 10

6.5 Reports .......................................................................................................................................... 126.6 Security .......... ........... .......... ........... .......... ........... .......... ........... .......... ........... .......... ........... .......... . 126.7 Financial and Performance Audits and Assessments .......... .......... ........... .......... ........... .......... ...... 126.8 Resources ........... .......... ........... .......... ........... .......... ........... .......... ........... .......... ........... .......... ........ 146.9 Conflict of Interest ........... .......... ........... .......... ........... .......... ........... .......... ........... .......... ........... .... 156.10 Occupational Health and Safety .......... .......... ........... ........... .......... ........... .......... ........... .......... ...... 15

ARTICLE 7 GENERAL FINANCIAL TERMS AND CONDITIONS ........................................................ 16

7.1 Pricing and Payment ......... ........... .......... ........... ........... .......... ........... .......... ........... .......... ........... .. 167.2 Financial Security and Performance Bonds .......... .......... ........... .......... ........... .......... ........... ......... 167.3 Price Protection .......... ........... .......... ........... ........... .......... ........... .......... ........... .......... ........... ......... 177.4 Risk of Loss .......... ........... .......... ........... .......... ........... .......... ........... .......... ........... .......... ........... .... 187.5 Insurance Obligations – Contractor ........... ........... .......... ........... .......... ........... .......... ........... ......... 18

7.6 Proof of Insurance .......... .......... ........... ........... .......... ........... .......... ........... .......... ........... .......... ...... 187.7 Workplace Safety and Insurance Board .......... ........... .......... ........... .......... ........... .......... ........... .... 197.8 Not a Limit on Liability .......... .......... ........... .......... ........... .......... ........... .......... ........... .......... ........ 197.9 No Encumbrance by Contractor .......... ........... .......... ........... .......... ........... .......... ........... .......... ...... 19

ARTICLE 8 CONFIDENTIALITY ................................................................................................................ 19

8.1 Acknowledgment ........... .......... ........... ........... .......... ........... .......... ........... .......... ........... .......... ...... 198.2 Exclusions .......... .......... ........... .......... ........... .......... ........... .......... ........... .......... ........... .......... ........ 198.3 Operation of Law ........... .......... ........... ........... .......... ........... .......... ........... .......... ........... .......... ...... 198.4 Obligations .......... ........... .......... ........... ........... .......... ........... .......... ........... .......... ........... .......... ...... 20


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8.5 Return of Confidential Information ........... .......... ........... .......... ........... ........... .......... ........... ......... 218.6 Relief ............................................................................................................................................. 218.7 Termination ......... ........... .......... ........... .......... ........... .......... ........... .......... ........... ........... .......... ...... 218.8 Survival .......... ........... .......... ........... .......... ........... .......... ........... .......... ........... .......... ........... .......... . 21

ARTICLE 9 PRIVACY AND FREEDOM OF INFORMATION ................................................................ 21

9.1 General Contractor Obligations under FIPPA.......... .......... ........... ........... .......... ........... .......... ...... 219.2 Requests for Personal Information ......... ........... .......... ........... ........... .......... ........... .......... ........... .. 229.3 Designated Contractor Representative .......... ........... .......... ........... ........... .......... ........... .......... ...... 229.4 Contractor Compliance with this Article 9 .......... ........... ........... .......... ........... .......... ........... ......... 229.5 Employer/Employee Security Statement .......... .......... ........... ........... .......... ........... .......... ........... .. 229.6 Contractor’s Handling of Personal Information .......... ........... ........... .......... ........... .......... ........... .. 229.7 Security of Personal Information .......... .......... ........... .......... ........... .......... ........... .......... ........... .... 239.8 Security Violations ........... .......... ........... .......... ........... .......... ........... .......... ........... .......... ........... .... 249.9 Extraterritorial Measures .......... ........... .......... ........... .......... ........... ........... .......... ........... .......... ...... 249.10 Acknowledgement of MFIPPA by Contractor ........... .......... ........... .......... ........... .......... ........... .... 249.11 Survival .......... ........... .......... ........... .......... ........... .......... ........... .......... ........... .......... ........... .......... . 24

ARTICLE 10 INTELLECTUAL PROPERTY ................................................................................................ 24

10.1 General Ministry Ownership and Control ........... .......... ........... .......... ........... .......... ........... .......... . 2410.2 General Contractor or Contractor Representatives’ Ownership and Control .......... ........... .......... . 2510.3 Rights and Waivers Granted to Ministry................ ........... .......... ........... .......... ........... .......... ........ 2610.4 Rights and Waivers Granted to Contractor ........... .......... ........... .......... ........... .......... ........... ......... 2610.5 Rights on Default ........... .......... ........... .......... ........... ........... .......... ........... .......... ........... .......... ...... 2710.6 Use of Personal Knowledge ........... .......... ........... .......... ........... .......... ........... .......... ........... .......... . 2710.7 Survival .......... ........... .......... ........... .......... ........... .......... ........... .......... ........... .......... ........... .......... . 27

ARTICLE 11 INTENTIONALLY DELETED (EQUIPMENT TERMS AND CONDITIONS) ................. 27

ARTICLE 12 GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS .......................... 27

12.1 Ministry .......... ........... .......... ........... .......... ........... .......... ........... .......... ........... .......... ........... .......... . 2712.2 Contractor .......... .......... ........... .......... ........... .......... ........... .......... ........... .......... ........... .......... ........ 2812.3 Manufacturer’s Warranty ......... ........... ........... .......... ........... .......... ........... .......... ........... .......... ...... 30

12.4 Continuing Effect of Representations and Warranties ......... ........... .......... ........... .......... ........... .... 30

ARTICLE 13 INTENTIONALLY DELETED (GENERAL SYSTEM AND SOFTWARE

WARRANTIES) .......................................................................................................................... 30

ARTICLE 14 TERMINATION AND REMEDIES ......................................................................................... 30

14.1 Ministry Terminable Default............ .......... ........... .......... ........... .......... ........... .......... ........... ......... 3014.2 Contractor Remedies ......... ........... ........... .......... ........... .......... ........... .......... ........... .......... ........... .. 3114.3 Contractor Terminable Default .......... ........... .......... ........... .......... ........... .......... ........... .......... ...... 3114.4 Ministry Remedies for Contractor Terminable Default ........... .......... ........... .......... ........... .......... . 3214.5 Ministry Remedies for Contractor Failure to Meet Deliverables Standards .......... .......... ........... .. 3214.6 Termination for Convenience .......... .......... ........... .......... ........... .......... ........... .......... ........... ......... 3414.7 Procedure Upon Termination ........... .......... ........... .......... ........... .......... ........... .......... ........... ......... 34

ARTICLE 15 RISK MANAGEMENT PROVISIONS .................................................................................... 35

15.1 No Indirect Damages .......... ........... .......... ........... .......... ........... .......... ........... .......... ........... .......... . 3515.2 Contractor Limitation of Liability to Ministry Group .......... ........... .......... ........... .......... ........... .... 3615.3 Ministry Limitation of Liability to Contractor Group .......... ........... .......... ........... .......... ........... .... 3615.4 Application of Limitations ........... ........... .......... ........... .......... ........... .......... ........... .......... ........... .. 3615.5 Rights and Remedies Cumulative ........... .......... ........... .......... ........... .......... ........... .......... ........... .. 3615.6 INTENTIONALLY DELETED (General Indemnity) ......... ........... .......... ........... .......... ........... .... 3715.7 Intellectual Property Indemnities .......... .......... ........... .......... ........... .......... ........... .......... ........... .... 3715.8 Confidentiality Indemnification .......... ........... .......... ........... .......... ........... .......... ........... .......... ...... 38


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MODULE APPENDIX C DEVELOPMENT, PROCUREMENT, INSTALLATION AND

ACCEPTANCE OF THE CENTRAL SYSTEM ..................................................................... 87

MODULE APPENDIX D MAINTENANCE, SERVICE AND OPERATION OF THE CENTRAL

SYSTEM ...................................................................................................................................... 89

MODULE APPENDIX E PROCUREMENT AND INSTALLATION OF FIELD EQUIPMENT FORMUNICIPAL SYSTEMS AND TTC INITIAL SYSTEM ....................................................... 91

MODULE APPENDIX F PROCUREMENT AND INSTALLATION OF FIELD EQUIPMENT FOR

GO TRANSIT SYSTEM ............................................................................................................ 93

MODULE APPENDIX G MAINTENANCE, SERVICE AND OPERATION OF FIELD

EQUIPMENT FOR MUNICIPAL SYSTEMS, THE GO TRANSIT SYSTEM AND

THE TTC INITIAL SYSTEM ................................................................................................... 95

MODULE APPENDIX H MAINTENANCE OF THIRD PARTY NETWORKS............................................. 96

MODULE APPENDIX I DISASTER RECOVERY............................................................................................. 97

MODULE APPENDIX J CONTRACT TRANSITION OUT SERVICES ........................................................ 98

MODULE APPENDIX K CONSULTING SERVICES ..................................................................................... 101MODULE APPENDIX L SERVICE LEVEL AGREEMENT .......................................................................... 102


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MASTER SUPPLY AND SERVICES AGREEMENT

BETWEEN

THE CROWN IN RIGHT OF ONTARIO AS

REPRESENTED BY THE MINISTER OF TRANSPORTATION

AND

ACCENTURE INC.

This Master Supply and Services Agreement is entered into as of the Effective Date by and between the Crown inright of Ontario as represented by the Minister Of Transportation (“Ministry”), and Accenture Inc., (“Contractor”).The parties agree as follows:

ARTICLE 1 SCOPE

1.1 Agreement

Ministry desires to purchase and Contractor desires to provide all of the goods, equipment, hardware,software and services, which shall comprise the “GTA Fare System” as defined herein. In general, andwithout compromising the specific terms and conditions of this Agreement, it is intended that Contractorwill build and operate the GTA Fare System for Ministry and the Ministry Group as defined herein. The“Central System” functions of the GTA Fare System will be operated by Contractor in Ontario, which siteis owned or controlled by Contractor. The GTA Fare System will be scaleable to any number of ServiceProviders in Ontario. The GTA Fare System will be usable by all members of the public in Ontario. It isanticipated that many of the GTA Fare System Deliverables, including but not limited to hardware orequipment Deliverables (“Hardware”), Software and support services, will be supplied to Contractor by itsSubcontractors. Consequently, Contractor, as the operator of the GTA Fare System, will be the primarylicensee of all GTA Fare System Software procured from its Subcontractors and Contractor will sublicensethat Software to Ministry or Ministry Group. Where the Software of Subcontractor remains under thecontrol of Contractor, such as in the Central System functions of the GTA Fare System, Ministry will onlyexercise its sublicense rights in the event of certain specified defaults of Contractor giving rise toMinistry’s rights of termination of this Agreement. Ministry’s intention is to obtain and use only oneoperational copy of the Central System Software in Revenue Service. Where the Software ofSubcontractor is integrated into Hardware under the control of Ministry or Service Providers, such as fieldequipment, sublicense rights will be exercised by Ministry or Service Providers as part of the use of suchHardware. All GTA Fare System Hardware procured from Subcontractors will be owned by Ministry orService Providers, but certain of that Hardware, particularly Hardware that is part of the Central System ofthe GTA Fare System will be given over to the care and control of Contractor as operator of the GTA FareSystem.

With respect to the holding of funds paid by transit users (“Cardholders”), the Ministry will execute suchdocuments as are necessary to allow for such funds to be held in the account of a Person with appropriatefinancial authority before the Central System commences accepting or generating revenue. The Ministry

does not have the authority to hold such funds in its capacity.

1.2 Acknowledgments by Contractor

Contractor acknowledges and accepts that:

(a) this Agreement is made pursuant to the Request for Qualifications issued on December 22, 2004,Contractor’s response dated February 4, 2005 in response thereto, the Request for Proposals issued


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on October 7, 2005 and all revisions thereto issued by Ministry to Contractor by addenda (“RFP”)and Contractor’s Proposal dated January 13, 2006 in response thereto (the “Proposal”);

(b) Ministry has relied on the accuracy and completeness of the Proposal (which is incorporatedherein by reference) in making its Contractor selection in accordance with the RFP procedures and

will continue to rely on this Agreement, including the Proposal, as a complete statement of allterms and conditions including, but not limited to, pricing, under which Contractor shall develop,procure, implement, operate and maintain all aspects of the GTA Fare System. As a matter ofprocurement fairness, Ministry cannot accept or negotiate any material variances to the scope orpricing of the GTA Fare System as specified in the Proposal except in accordance with the RFP orthis Agreement;

(c) Ministry derives its authority to enter into this Agreement as agent for the Service Providers (asdefined below) from: (i) the GTA Fare System Procurement Governance Agreement entered intobetween Ministry and certain Service Providers on the 14 th day of June, 2005 as amended, restatedor supplemented from time to time (the “Governance Agreement”); and (ii) the GTA FareSystem Operating Agreement to be entered into between Ministry and certain Service Providersprior to execution of this Agreement and may be restated or supplemented from time to time (the“Operating Agreement”). Contractor will be provided the Operating Agreement for review uponits execution, provided that Ministry will not provide those confidential parts of the OperatingAgreement dealing with Ministry’s and Service Provider’s business affairs which do not affectContractor’s rights and obligations under this Agreement. Ministry guarantees that theGovernance Agreement referenced above grants Ministry the authority to act on behalf of allService Providers to the extent expressly provided for in the Governance Agreement, committingas though they were parties to this agreement and requiring them to fulfill those obligations ofMinistry under this Agreement which pertain to them.

(d) Ministry is entering into this Agreement on its own behalf with respect to the Deliverables underModule Appendix A, Module Appendix B, Module Appendix C, Module Appendix D, ModuleAppendix I, Module Appendix J, Module Appendix K and Module Appendix L (each of which isdefined in Section 2.4 below);

(e)

Ministry is entering into this Agreement on behalf of the following, as agent:

(i) the Greater Toronto Transit Authority;

(ii) The Hamilton Street Railway Company;

(iii) The Regional Municipality of York;

(iv) The Corporation of the City of Mississauga;

(v) The Corporation of the City of Burlington;

(vi) The Corporation of the City of Brampton;

(vii) The Corporation of the Town of Oakville;

(viii) The Regional Municipality of Durham; and

(ix)

Toronto Transit Commission for the TTC Initial System as described in the GovernanceAgreement


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(collectively the “Service Providers”, which defined term as used throughout this Agreement shall alsoinclude new service providers as they may be added in accordance with Section 1.4(a) below) with respectto the Deliverables under Module Appendices E through H (each of which is defined in Section 2.4 below),inclusive. It is anticipated, but not guaranteed, that the Regional Municipality of Durham will be asignatory to the Governance Agreement and Ministry will acquire the authority to act as its agent.

1.3 Exclusivity and Minimum Volumes

(a) Provided the Contractor is in compliance with the terms and conditions of this Agreementincluding compliance with Final Design Review, the GTA Fare System Technical Specificationsand Service Levels, the Contractor shall be the exclusive provider of the Deliverables, except forThird Party Agency Network Management Services, during the Initial Term to Ministry and allService Providers who have executed the Operating Agreement by the Effective Date providedthat for equipment Deliverables the exclusivity only applies up to the equipment volumesspecified in the Service Provider Financially Related Metrics in Appendix C of the RFP.

(b) For avoidance of doubt, (i) Ministry and Service Providers reserve the right in all cases to provideThird Party Agency Network Management Services internally; (ii) the Contractor is providingThird Party Agency Network Management Services on a non-exclusive basis; and (iii) ifContractor is in breach of any terms and conditions of the Agreement as referenced above, or ifMinistry or a Service Provider wishes to procure equipment Deliverables beyond the volumesspecified in the Service Provider Financially Related Metrics in Appendix C of the RFP, Ministryand Designated Persons reserve the right to contract with other parties for such Deliverables.

(c) Provided Contractor is in compliance with the terms and conditions of this Agreement includingcompliance with Final Design Review, the GTA Fare System Technical Specifications andService Levels, Ministry guarantees that it will purchase a minimum of fifty percent (50%) of theoverall equipment volume as set out in the Service Provider Financially Related Metrics inAppendix C of the RFP. For avoidance of doubt, the foregoing guarantee shall also not apply tothe extent that the required Deliverables fail to reach the guarantee because of an act or omissionof Contractor or a Contractor Representative. Other than the foregoing, Ministry makes norepresentation regarding the volume of Deliverables required under this Agreement.

1.4 Changes to Scope of the Agreement

(a) General

The scope of this Agreement may be extended or minimized from time to time in accordance with thisAgreement, to enable other municipalities and service providers to avail themselves of the goods andservices provided herein and to enable Ministry, the Service Providers (current and future) or municipalitiesto procure certain other goods and services in accordance with the RFP, or to enable Service Providers tono longer be participants in the Project. Any such changes to scope of services shall amend this Agreementin accordance with the Change Management Procedures in Schedule B. If Contractor can reasonablydemonstrate that the Operating Agreement contains material terms and conditions relating to theobligations of Contractor which were not revealed to Contractor during the RFP process and which have a

material and detrimental impact on Contractor’s Proposal or this Agreement, then Ministry and Contractorshall consider such change in accordance with the Change Management Procedures in Schedule B.

(b) Incorporation of Enhancements in Deliverables

(i) Ministry and Contractor expect that during the Initial Term and any Renewal Term of thisAgreement, enhancements or improved replacements for the technology and Hardwaredesignated in the Final Design Review, the GTA Fare System Technical Specifications orthe Proposal shall become available. Contractor will use all reasonable efforts to provide


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written notice to Ministry of any such enhancements or improvements, describing thenew or improved technology or Hardware. Ministry may, at its discretion, directContractor to develop, procure, deliver and install such enhanced or improved technologyor Hardware.

(ii)

All changes pursuant to subsection 1.4(b)(i) above shall be implemented in accordancewith the Change Management Procedures set out in Schedule B.

ARTICLE 2 STRUCTURE OF AGREEMENT AND INTERPRETATION

2.1 Contents of the Agreement

As used herein, the term “Agreement” means: (i) this Master Supply and Services Agreement; (ii)Schedules to this Agreement specified in Section 2.2 below (the “Schedules”); (iii) the Exhibits to thisAgreement specified in Section 2.3 below; (iv) the set of Module Appendices specified in Section 2.4below, which each provide the specific terms and conditions applicable to a Module of Deliverables andwhich collectively provide for the development, procurement, implementation, operation and maintenanceof the GTA Fare System; (v) Final Design Review; (vi) the Project Blueprint (but only to the extent not

addressed in Final Design Review); and (vii) the GTA Fare System Technical Specifications as specified inSection 2.5 below. In the event that there are any inconsistencies between the Master Supply and ServicesAgreement and the Schedules, the Master Supply and Services Agreement, together with Schedule A, shallprevail over the remaining Schedules. Schedule A shall have the same level of priority as the MasterSupply and Services Agreement. In the event that there are any inconsistencies between any of thecomponents of this Agreement, the terms and conditions of the Master Supply and Services Agreement andthe Schedules shall prevail overall and the remaining documents shall be read in the following priority,from highest to lowest: (i) Final Design Review, when completed by the Parties based on the terms herein;(ii) the Project Blueprint (as defined herein) as will form part of Module Appendix B when completed bythe Parties based on the terms herein; (iii) the set of Module Appendices specified in Section 2.4 below butfor the Project Blueprint and Final Design Review, which each provide the specific terms and conditionsapplicable to a Module of Deliverables and which collectively provide for the development, procurement,implementation, operation and maintenance of the GTA Fare System, and which Module Appendices willbe completed by the Parties as part of Final Design Review based on the Agreement, including Contractors'

Proposal, RFP and the GTA Fare System Technical Specifications; (iv) the RFP; (v) the GTA Fare SystemTechnical Specifications; and (vi) the Proposal.

2.2 Schedules to the Agreement

The following are the schedules to this Master Agreement (collectively, the “Schedules” and individually,each a “Schedule”):

(a) Schedule A – Glossary of Terms and Interpretation;

(b) Schedule B – Change Management Procedures;

(c) Schedule C – Authorized Representatives;

(d) Schedule D – Contractor Representative Security Statement;

(e) Schedule E – Security Procedures;

(f) Schedule F – Contractor Provided Intellectual Property;

(g) Schedule G – Payment;


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(h) Schedule H – Bonds;

(i) Schedule I – Ministry Obligations; and

(j) Schedule J – Escrow Agreements.

2.3 Exhibits to the Agreement

The following are the exhibits to this Master Agreement incorporated by reference (collectively, the“Exhibits” and individually, each an “Exhibit”):

(a) Exhibit 1 – RFP; and

(b) Exhibit 2 – Proposal.

2.4 Module Appendices to the Agreement

The following are the Module Appendices to this Master Agreement (collectively the “Module

Appendices” and individually each a “Module Appendix”)

(a) Module Appendix A – Development, Implementation and Operation of the Launch 1 System;

(b) Module Appendix B – Development of Project Blueprint;

(c) Module Appendix C – Development, Procurement, Installation and Acceptance of the CentralSystem;

(d) Module Appendix D – Maintenance, Service and Operation of the Central System;

(e) Module Appendix E –Procurement and Installation of Field Equipment for Municipal Systems andTTC Initial System;

(f) Module Appendix F – Procurement and Installation of Field Equipment for GO Transit System;

(g) Module Appendix G – Maintenance, Service and Operation of Field Equipment for MunicipalSystems, the GO Transit System and the TTC Initial System;

(h) Module Appendix H –Maintenance of Third Party Networks;

(i) Module Appendix I – Disaster Recovery;

(j) Module Appendix J – Contract Transition Out Services;

(k) Module Appendix K – General Consulting Services; and

(l) Module Appendix L – Service Level Agreement.

2.5 Incorporated GTA Fare System Technical Specifications

The following technical documents are incorporated into this Agreement by reference (the “ GTA FareSystem Technical Specifications”), which also constitute Appendix G of the RFP unless otherwise statedbelow:

(a) Part 1 – Scope of Work;


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(b) Part 2 – Central System Specifications;

(c) Part 3 – GO Transit Service Provider Specification;

(d) Part 4 – Municipal Service Provider Specification;

(e) Part 5 – General Design Requirements and Devices Specification;

(f) Part 6 – Services Specification;

(g) Part 7 – System Assurances;

(h) Part 8 – Performance Standards;

(i)

Part 9 – Business Rules;

(j) Part 10 – Launch 1 System;

(k)

Part 11 – GTA Open Interface Specifications, Volume 1, and Volumes 2 through to 5 as reviewedby Contractor;

(l) Part 12 – Security Architecture Specification; and

(m) Glossary.

For avoidance of doubt, the GTA Fare System Technical Specifications shall include all revisions theretoissued by Ministry to Contractor by addenda under the RFP process.

2.6 FINAL DESIGN REVIEW

(a) Accenture shall, with the assistance of the Ministry, acting reasonably, develop a requirements

mapping document that maps Final Design Review to the GTA Fare System Technical Specifications andshall use commercially reasonable efforts to identify on such mapping document which, if any, of the GTAFare System Technical Specifications are not addressed in Final Design Review. With respect to any GTAFare System Technical Specifications which are not addressed in Final Design Review, Ministry (actingreasonably) shall determine whether such requirements (a) still apply to the Agreement, in which case suchrequirements shall be addressed by the Contractor; or (b) do not still apply to the Agreement, in which casethe Parties shall prepare and execute a Variance, on such terms mutually agreed by the Parties, with respectto such requirement.

(b) In accordance with the foregoing, and for greater certainty, the Parties acknowledge and agree thatFinal Design Review is intended to provide a design baseline for the GTA Fare System in accordance withSection 6.5 of Part 7 of the GTA Fare System Technical Specifications. Accordingly and further to Section2.1 of this Agreement, the Parties agree as follows:

(i) upon completion and approval of Final Design Review (or any element thereof) inaccordance with the terms of this Agreement, in the event of a conflict or contradiction between arequirement set out in Final Design Review and a requirement set out in the GTA Fare SystemTechnical Specifications, the requirement set out in Final Design Review shall prevail, providedthat the requirements of the GTA Fare System Technical Specifications shall continue to apply inthe event that:

(1) the GTA Fare System Technical Specifications contain information or detailssupplemental, but not contradictory, to an element of Final Design Review: or


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(2) the GTA Fare System Technical Specifications contain items or requirementsthat are not addressed in or relevant to Final Design Review (provided that such items orrequirements are not the subject of Variance);

(ii) any and all references to the GTA Fare System Technical Specifications set out in this

MSSA, the Schedules or the Module Appendices shall: (a) in all cases and at all times be subjectto any Variances prepared and executed by the Parties in accordance with this Section; and (b)upon completion and approval of Final Design Review in accordance with the terms of thisAgreement, in all cases be read and interpreted so as to give effect to Section 2.6(c)(i); and

(iii) notwithstanding any of the foregoing, the GTA Fare System Technical Specificationsmay at all times be used as a reference to provide context and clarification.

ARTICLE 3 TERM OF AGREEMENT

3.1 Initial Term

Subject always to the provisions of Article 14 (Termination and Remedies) herein, this Agreement shall

take effect on the Effective Date and shall continue in full force and effect for a period of ten (10) years(the “Initial Term”), provided that: (i) Ministry has given its acceptance of the Launch 1a System inaccordance with Module Appendix A; and (ii) the Parties have approved the Project Blueprint to bedeveloped in accordance with Article 4 (Project Blueprint) below and Module Appendix B which ProjectBlueprint shall be incorporated herein and form part of Module Appendix B by reference. In the event thatthe Parties cannot reach agreement on the Project Blueprint within the specified time frame, Ministry shallhave the right to terminate this Agreement, in which event Ministry shall reimburse Contractor verifiablecosts and fees incurred to date for the development of the Project Blueprint provided that the failure toreach agreement on the Project Blueprint is not because of a Contractor Terminable Default, and thereafterMinistry shall have no further payment obligations to Contractor. The Launch 1a System shall besuccessfully completed, accepted and available for demonstration to the public by the Demonstration Date.In the event that the Launch 1a System is not successfully completed and accepted in accordance with thisAgreement, Ministry shall have the right to exercise any of the remedies available to it under Sections 14.4and 14.5 of this Agreement; provided that, if Contractor reasonably believes that delay or failure for any

reason of the Launch 1a System was the fault of Ministry, in whole or in part, then Contractor shall havethe right, either before or after exercise by Ministry of any of its remedies, to make claims forcompensation or other relief through the Dispute Resolution process specified in Article 18 of thisAgreement.

3.2 Renewal Term

Subject always to the provisions of Article 14 (Termination and Remedies) herein, this Agreement may berenewed, at Ministry’s sole option, by written notice given by Ministry, not less than six (6) months prior tothe end of the Initial Term or each Renewal Term (as defined below), for one (1) additional term of three(3) years (“Renewal Term”) on the same terms and conditions as provided herein, unless the Parties agreeotherwise, in writing and in accordance with the Change Management Procedures of Schedule B.Thereafter, Ministry may renew this Agreement for two (2) further terms of three (3) years each, provided

that: (i) Ministry notifies Contractor in writing, not less than six (6) months prior to the end of the currentRenewal Term, of Ministry's intention to further renew this Agreement; and (ii) Contractor has not notifiedMinistry, within thirty (30) days from receipt of such notice of Ministry's intent to renew, of Contractor'sdesire not to renew this Agreement. Such further renewal(s) shall be on the same terms and conditions asprovided herein, unless the Parties agree otherwise, in writing and in accordance with the ChangeManagement Procedures of Schedule B.


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In all cases, the Parties agree that should Ministry request Contractor to provide Transition Out Services,Contractor shall provide such services and the Term shall continue until the expiration of the TransitionOut Period, as defined herein.

3.3 For greater certainty, the Term of this Agreement as referenced hereunder shall include the Initial Term,

any Renewal Term and the Transition Out Period.

ARTICLE 4 PROJECT BLUEPRINT

4.1 Project Blueprint Development

Commencing within five (5) Business Days following the Effective Date Contractor shall develop, withMinistry collaboration, a Project Blueprint. The Project Blueprint relating to the GTA Fare System shall becompleted no later than June 26, 2008. Upon completion of the Project Blueprint, Ministry shall providewritten notification to the Contractor of the Executive Committee’s approval and the Contractor shall, withMinistry collaboration, develop the Final Design Review.

The Project Blueprint, together with the Final Design Review, shall meet all of the objectives and

requirements of the GTA Fare System Technical Specifications including, without limitation, Part 7,Section 6.2, Preliminary Design Review, unless Ministry waives (pursuant to a Variance or otherwise) anysuch specific objective or requirement in writing. The Project Blueprint will also:

(a) Provide the Project milestones for the remainder of the Project (“Milestones”). The milestonesprovided in the Project Timeline, as set out in the GTA Fare System Technical Specification, Part7, section 3.0, Exhibit 4 shall be used in the development of the Milestones, and once accepted byMinistry shall be contractually binding completion dates; and

(b) Include the Final Project Schedule that reflects all time related determinations arising out ofMinistry and Contractor’s collaboration in developing the Project Blueprint. The Final ProjectSchedule is to be prepared in conformance with the requirements of System Assurances TechnicalSpecification, Part 7, section 3.0, Project Schedule. Once accepted by Ministry, the Final ProjectSchedule, as revised, shall be contractually binding on the Parties.

Contractor shall provide its services with respect to the development of the Project Blueprint in accordancewith Module Appendix B (Development of Project Blueprint).

4.2 Acceptance and Review

Each Deliverable or Module of Deliverables to be provided under this Agreement shall be accepted orreviewed, as applicable, in accordance with the Project Milestones and the Final Project Schedule. In theevent that a Deliverable or Module of Deliverables fails to meet the acceptance or review criteria asspecified in the Project Blueprint or Final Design Review, including but not limited to cure periods whichare part of the time related determinations to be made in the Final Project Schedule, Ministry shall have theright, but not the obligation, to exercise any or all of the remedies available to it under this Agreement. Foravoidance of doubt, the acceptance and review criteria shall be consistent with the performance standards

described in Final Design Review, the Service Level Agreement and the GTA Fare System TechnicalSpecifications and in no way shall such criteria deviate from, or alter, such performance standards unlessthe Ministry, in its discretion, specifically agrees otherwise in writing.

ARTICLE 5 RESPONSIBILITIES OF PARTIES

5.1 Contractor Responsibilities


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(a) Contractor shall be primarily responsible for implementing the GTA Fare System and foroperating, supporting and maintaining the GTA Fare System during the Initial Term, any RenewalPeriods and the Transition Out Period. Contractor may, with the prior written approval ofMinistry, engage other Subcontractors for specialized goods, equipment and services Deliverables,provided that the costs associated therewith are included in the Contract Ceiling Price specified in

this Agreement. Contractor is not required to notify Ministry of Subcontractors already referencedin Exhibit 2 as Subcontractors with whom Contractor has formed a Prime/SubcontractorArrangement as defined in Exhibit 1. Contractor shall have overall responsibility for the provisionof the Deliverables to Ministry, and shall be responsible and liable to Ministry for Contractor’sown acts and omissions, and those of its Contractor Representatives, including, but not limited toits Subcontractors, in the same manner as if such acts or omissions were those of Contractor.Without limiting the foregoing provisions of this Section, any provisions of this Agreementimposing any liability or obligation on Contractor to the members of the Ministry Group, or anyobligation on Contractor to indemnify the members of the Ministry Group, shall be interpreted toapply to any acts or omissions of any Contractor Representative, including, without limitation, anySubcontractors, in addition to applying to acts or omissions of Contractor. Contractor shall besolely responsible for all payments to its Contractor Representatives. Contractor agrees toindemnify and hold harmless the members of the Ministry Group for any such claims for payment,or any other claim or action of any nature or kind whatsoever that a Contractor Representativemay have against Contractor arising out of, or as a result of the fulfillment by ContractorRepresentative of its obligations and responsibilities to Contractor relating to this Agreement,including, but not limited to, claims by Contractor Representative’s employees, or the release toMinistry Group of Contractor Group Provided Intellectual Property belonging to Subcontractorsthat is not made in accordance with this Agreement.

(b) Contractor shall cause every Person with whom it subcontracts in accordance with theimmediately foregoing provision to be bound by the terms of this Agreement insofar as they applyto the Deliverables to be provided by the Subcontractor. No subcontract entered into byContractor shall impose any obligation or liability upon the members of the Ministry Group to anySubcontractor.

(c) The foregoing subsections 5.1(a) and (b) shall survive the expiration or termination of this

Agreement.

(d) Contractor undertakes to commence provision of the services and development of theDeliverables, particularly as they relate to the Launch 1 System and to the Project Blueprint,within five (5) Business Days following the execution of this Agreement.

5.2 Ministry Responsibilities

(a) Ministry Obligations

Subject to subsection 5.2(b) below and the assignment provisions of Article 16 (GeneralAssignment), Ministry shall be responsible, on its own behalf or as agent, as applicable, for all ofobligations specified in Schedule I to this Agreement (the “Ministry Obligations”).

(b) Limitations

(i) Ministry may, in its sole discretion, allow a Service Provider to enter into a contractualarrangement with Contractor for any Deliverables related to the GTA Fare System to beused exclusively by such Service Provider, in which case Ministry shall no longer haveresponsibility, liability or obligation to Contractor with respect to the subject matter ofthe specific contractual arrangement and Contractor shall have all such obligations,responsibilities and liabilities with and to the Service Provider. The terms of such


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arrangement shall be as the Service Provider and Contractor agree provided such termsand conditions shall not impose any obligation or liability on Ministry.

(ii) Ministry may, in its sole discretion, assign any or all of its obligations to a ServiceProvider(s) with respect to any Deliverables to be used exclusively by such Service

Provider(s) and may assign any and all rights, including, without limitation, rights ofenforcement against Contractor to such Service Provider(s) with respect to suchDeliverables for a specified period of time within the Initial Term or any Renewal Term,provided that Ministry shall remain liable and responsible for its obligations hereunderuntil such time as the assignee agrees in writing with Contractor to assume all or suchpart of Ministry’s obligations as may be so assigned.

(c) Ministry shall co-operate with Contractor to facilitate the obligations of Contractor in thisAgreement by providing timely responses to reasonable requests of Contractor.

ARTICLE 6 RELATIONSHIP MANAGEMENT AND ADMINISTRATION

6.1 Access to Premises

Contractor is responsible for ensuring that Ministry and each Designated Person has reasonable access toContractor sites (as specified in the Proposal or Final Design Review) for the purpose of enabling Ministryor any applicable Designated Person to perform its obligations or exercise its rights under this Agreementor to deliver, install, maintain, inspect, disconnect or remove any equipment, hardware or software selectedby and/or provided by Ministry (or its suppliers) that is located at such sites, provided that as a condition ofsuch right of access, Ministry shall comply, and cause any applicable Designated Person to comply with allapplicable Contractor policies governing privacy and security of which Ministry has prior written notice.Notwithstanding the foregoing, Ministry shall not disconnect or remove any equipment, hardware orsoftware in the normal course (i.e.: not in the event of a dispute of any kind) if, in so doing, Contractor isadversely affected in its ability to meet any of its obligations under this Agreement.

Subject to Section 6.6 (Security), Ministry shall permit Contractor reasonable access to any designatedMinistry sites, and shall ensure Contractor has reasonable access to Service Provider sites, (as specified inthe Proposal, GTA Fare System Technical Specifications or Final Design Review) for the purpose ofenabling Contractor to deliver, install, maintain, inspect, disconnect or remove any Contractor property orany Deliverable located at a designated Ministry site or Service Provider site, provided that as a conditionof such right of access, Contractor shall comply, and cause any Contractor Representatives to comply withall applicable Ministry and Service Provider policies governing safety, privacy and security of whichContractor has prior written notice.

6.2 Access to Information

Ministry shall provide or cause to be provided to Contractor such information as Contractor mayreasonably require to perform its obligations under this Agreement.

Should Contractor request that Ministry provide any information in accordance with this Section, such

information shall be provided in accordance with and subject to Section 6.6 (Security), Article 8(Confidentiality) and Article 9 (Privacy and Freedom of Information) of this Agreement.

6.3 Authorized Representatives

Ministry and Contractor shall each appoint one Person as its representative (each an “AuthorizedRepresentative”), each such Authorized Representative to have the position of Project Director or suchhigher position or other position as may be determined by the Parties, through whom, as far as isreasonably possible, the Parties shall communicate with each other under this Agreement. The Authorized


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Representative of each Party shall: (i) have the overall responsibility for coordinating the performance ofsuch Party’s obligations under this Agreement; and (ii) have the authority to provide notices to the otherParty under this Agreement. Each Party may replace its Authorized Representative and shall promptlynotify the other of the contact information of any replacement in accordance with the terms of thisAgreement. An Authorized Representative may delegate his or her responsibility with respect to

communications relating to an identifiable matter by giving written notice of that delegation to the otherParty. Such notice shall set out the name and contact information of the individual to whom responsibilityis being delegated and a description of the scope of that delegation.

Ministry shall have the right at any time and, from time to time, to request Contractor to change itsAuthorized Representative. Contractor shall replace its Authorized Representative as soon as reasonablypossible, and shall ensure that the replacement has the qualifications, skills and experience reasonablynecessary to fulfill the role of Authorized Representative. If Contractor fails to remove its AuthorizedRepresentative as Ministry requests, then Ministry may suspend the affected portion of the Deliverables bydelivery of written notice of such suspension to Contractor. Such suspension shall in no way relieveContractor of any obligation contained in this Agreement or entitle Contractor to an extension of time forprovision of the Deliverables, additional payment or to resort to the Change Management Procedures in thisAgreement. Once compliance is achieved, Contractor shall be entitled to and shall promptly resumeprovision of the Deliverables.

6.4 Project Committees

The Contactor acknowledges that Ministry and Service Provider have formed, or are intent on forming,certain Project committees as follows and Contractor shall participate in such committees as providedherein:

Ministry and Service Providers have jointly formed project committees composed of technical,management and/or senior representatives of each of Ministry and Service Providers as described below(the “Project Committees”).

The purpose of the Project Committees is to serve as a forum to review, discuss and make decisions on anymatter relating to the Deliverables, including, without limitation:

(a) Reviewing any problems relating to the Deliverables; and

(b) Considering or making any recommendations for any modifications to the Deliverables, including,without limitation, the equipment, software, network or other items used to provide theDeliverables, or to this Agreement.

Any changes to this Agreement shall be in accordance with the provisions herein, including thoseprovisions dealing with Schedule B (Change Management Procedures).

The Governance Agreement, signed in June, 2005, establishes a minimum of 2 Project Committees tooversee the procurement and implementation of the Deliverables:

An Executive Committee

A Steering Committee

The Executive Committee makes timely decisions on budgets, contracts and schedules as specified in theGovernance Agreement. Ministry’s Executive Sponsor is the chair of the Executive Committee. TheCommittee is to meet at least 4 times per year or at major milestones needing the Committee’s approval.Each Service Provider is to provide one executive representative. Meetings of the Executive Committeewill be at a Ministry site in Toronto. The Executive Committee has the power to alter the committee


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structure and rules of conduct. Contractor’s Project Executives (as defined in the Request forQualifications) shall attend by invitation for specific agenda items.

The Steering Committee provides overall management and advice, monitors progress, recommendsadjustments and provides any necessary approvals. It is chaired by Ministry appointed Project Director.

Ministry and each Service Provider have a representative on the Committee. The Steering Committee willmeet at least once a month or more frequently as determined by the chair, acting reasonably, at a Ministrysite in Toronto. The Steering Committee has the power to create its own operating rules and to create sub-committees including a proposed implementation sub-committee from time to time to assist in carrying outits mandate (“Implementation Sub-committee”). Contractor’s Authorized Representative (ContractorProject Director) shall attend by invitation for specific agenda items.

Ministry and Service Providers intend to establish an Implementation Sub-committee responsible for timelymonitoring and providing advice on the ongoing GTA Fare Systems development and implementation inaccordance with the approved Final Design Review. The Implementation Sub-committee would receivedirection from the Steering Committee and make recommendations to the Steering Committee as required.Membership would include Contractor’s Project Director, Ministry’s Project Director, and a representativefrom each of Service Providers and Ministry. Contractor Project Director and Ministry project Directorwill be non-voting representatives on sub-committee. The Steering Committee will appoint a chair of theImplementation Sub-committee. The sub-committee will meet monthly or more frequently as determinednecessary by chair, acting reasonably. Meetings of the Implementation Sub-committee may alternatebetween a Ministry site and a Contractor site in Toronto.

A minute of each meeting will be produced. The Parties agree to execute and maintain copies of theseminutes. No charges shall be payable to Contractor or Ministry in respect of meetings of the ProjectCommittees or sub-committees whether such committees are created under the Governance Agreement, theproposed Operating Agreement or this Agreement and each of the Parties hereto shall bear its own cost ofsuch meetings.

An Operating Agreement between Ministry and Service Providers is currently under development. It willprovide a description of governance and accountability for the operations of the GTA Fare System underthis Agreement.

Nothing in this Section shall restrict the rights of Ministry or Service Providers to alter the committeesidentified herein or to otherwise establish committees which they may determine to be necessary for thefurtherance of the Project.

6.5 Reports

Each Party shall deliver to the other Party:

(a) all reports as required pursuant to Final Design Review or the GTA Fare System TechnicalSpecifications; and

(b) such additional information as the other Party, acting reasonably, requests to enable the requesting

Party to perform any of its obligations or to exercise any of its rights hereunder.


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6.6 Security

Contractor shall comply with, and shall ensure that all Contractor Representatives comply with theprocedures, systems and policies with respect to security set out in Schedule E (Security Procedures)hereto.

Contractor shall provide Ministry or its Designated Persons with access to and copies of such documentsand records, including, without limitation, those involving contractual arrangements between Contractorand any third party, as may be reasonably necessary to enable Ministry to confirm, to its reasonablesatisfaction, which shall be determined in its sole discretion, acting reasonably, that Contractor hasimplemented and is maintaining the security standards, procedures and systems that it is required toimplement and maintain pursuant to this Agreement. Contractor agrees, upon the request of Ministry, toallow Ministry or its Designated Persons to meet with Contractor’s manager(s) of system and physicalsecurity for the purpose of discussing Contractor’s security standards, procedures and systems insofar asthey may relate to Ministry or its Designated Persons, or this Agreement. Such review shall include,without limitation, the procedures and means used by Contractor to deal with matters such as disasterrecovery, physical destruction, introduction of errors, disclosure of Confidential Information tounauthorized Persons, hacking and other attacks on the system, similar risks, and audit techniques.

6.7

Financial and Performance Audits and Assessments

(a) Maintenance and Retention of Records

During the Initial Term, every Renewal Term and for a period of seven (7) years following thetermination or expiry of this Agreement, Contractor shall, at its cost and expense, retain andmaintain in Canada, in an organized, accessible mode, all books, records and documentationrelating to the Project, in accordance with all generally accepted accounting principles andMinistry’s record retention policies. Ministry, Service Provider or any Person, on behalf ofMinistry or a Service Provider, conducting any audits under this Section 6.7, shall have access toall relevant premises, sites, books, records, and documentation relating to the Project and beentitled to access such books of account, records, reports and other papers, and to take extractstherefrom. Contractor shall make available or cause to be made available such reasonable

information and material as may be required and otherwise give such cooperation as may berequired. The audit report shall be in such format and address such issues as determined byMinistry in its sole discretion.

(b) Annual Audit

An independent auditing firm retained and paid for by Ministry (the “Auditors”) shall, on fifteen(15) days’ notice to Contractor, conduct an annual audit of all financial and operational controls,systems, databases, all operations, transaction clearings and settlement, books, records anddocumentation relating to the Project and shall report to Ministry, without limitation, as to theaccuracy of all systems processing, financial management, financial controls, Service Providersettlement and Central System (as defined herein) performance. The audit shall be conducted inaccordance with Canadian generally accepted auditing standards and may involve such other

periodic checks and procedures as required by the auditors’ scope of work, which are generallyrequired by such auditors in support of such annual audits. In making the report to Ministry, theAuditors shall be deemed for all purposes to be acting as experts and not arbitrators and thedetermination of the Auditors shall be final and shall not be disputed by either Party unless shownto be manifestly in error within thirty (30) days of such determination.

(c) Spot Audits


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Provided (i) Ministry co-ordinates all audits under this subsection (c), (ii) the total number of spotaudits in any twelve (12) month period starting from the Effective Date does not exceed two timesthe number of Service Providers in Revenue Service, Ministry or Service Provider shall be entitledat any time upon seventy-two (72) hours’ notice to Contractor, except where Ministry or ServiceProvider has reason to believe that a fraud or breach of privacy has occurred, in which case no

prior notice will be provided, and Ministry or Service Provider shall be entitled, at any time, toperform audits specifically to investigate the suspected fraud or breach of privacy, to performaudits of all financial and operational controls, systems, databases, all operations, transactionclearings, books, records and documentation relating to the Project, including, without limitation,clearing and settlement, handling of exception items, write-offs, transfer of funds betweenaccounts, and any other processes, to validate the accuracy and efficacy of such processes andContractor agrees to cooperate with such audit. Ministry will use reasonable efforts to minimizeany disruption to Contractor’s business operations in carrying out such audits. The costs toMinistry and Service Providers of such audits shall be their responsibility if the report indicates avariance within five percent (5%) of the number or numbers relating to the issue or issues givingrise to such audit in the systems-generated financial reports or any existing audit with respect tothe same time period, or at the cost and expense of Contractor if (i) the variance is greater thanfive percent (5%) with respect to financial information, (ii) a breach of any security, privacy orconfidentiality provisions of this Agreement is shown to have occurred, or (iii) a material variancewith respect to any other matter exists. Any Person retained by Ministry or Service Provider toconduct a review or audit hereunder shall have all the rights otherwise available to Ministryhereunder.

(d) Contractor shall: (i) pay for all audits pursuant to (c) above which show the indicated variance;and (ii) make financial reparations to Service Providers or Ministry, as applicable, if the audits

pursuant to (b) and (c) indicate underpayments by Contractor to Service Providers or Ministry oroverpayments by Service Providers or Ministry to Contractor within thirty (30) days of date ofnotice from Ministry.

(e) The audit rights herein shall survive for seven (7) years after expiry or termination of the Term.

(f)

Contractor shall ensure that Contractor Representatives provide access to Ministry or any Person,as directed by Ministry, to request information and cooperate fully with any audit(s) related to theprovision of the Deliverables under this Agreement.

(g) For avoidance of doubt, Ministry and Service Providers shall have no liability whatsoever for anycosts Contractor or Contractor Representatives may incur in the exercise of the audit rightsprovided in this Agreement by Ministry, Service Providers, or by any Person on their behalf.

(h) The audit reports arising under Section 6.7(b) shall be the property of Ministry and the auditreports arising under subsection 6.7(c) shall be the property of Ministry or the respective ServiceProvider on whose behalf the audit is conducted.

(i) Subject to FIPPA and MFIPPA, in the event the information to be accessed under subsection6.7(b) or (c) were to be of a proprietary nature as so specified by Contractor, in writing, Ministryshall ensure such information is treated as confidential in accordance with Article 8, provided thatMinistry and the Service Providers are permitted to share the information on a confidential basiswith each other, Personnel within their individual organizations and with any Person acting onbehalf of either of Ministry or the Service Provider who is under an obligation of confidentiality tokeep such information confidential.

6.8 Resources


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(a) Named Persons

The Deliverables shall be provided by Contractor Representatives, as Contractor deems necessary,provided that the Persons named in Exhibit 2 (Proposal) (including Key Resources) shall performthe activities assigned to them therein. Contractor shall not replace any of the Persons named in

Exhibit 2 (including Key Resources) without the prior written approval of Ministry whichapproval shall not be unreasonably withheld. Ministry reserves the right to interview anyproposed replacement resources as part of Ministry's approval process.

(b) Supervision

Contractor’s Project Director shall supervise Contractor Representatives assigned to provide theDeliverables and he/she shall have authority to fully represent Contractor throughout the Project.

(c) Competent Persons

Contractor shall use the most appropriate methods in providing the Deliverables based ongenerally accepted principles and industry standards prevailing at the time and place suchDeliverables are provided and shall retain the services of only skilled and competent Persons insufficient number to provide the Deliverables in a timely manner, strictly in accordance with therequirements of this Agreement.

(d) Replacements

Ministry may require Contractor to replace a Person assigned to provide the Deliverables withanother Person having equal qualifications and experience if, after the commencement of thisAgreement, that Person is solely judged by Ministry, acting reasonably, to be unacceptable, leavesthe Project for any reason or is otherwise unavailable. The replacement shall be made byContractor within a reasonable time and shall be subject to the approval of Ministry whichapproval shall not be unreasonably withheld. If Contractor fails to remove such Person or fails tofurnish skilled and experienced Persons for the proper provision of the Deliverables, then Ministrymay suspend the affected portion of the Deliverables by delivery of written notice of such

suspension to Contractor. Such suspension shall in no way relieve Contractor of any obligationcontained in this Agreement or entitle Contractor to an extension of time for provision of theDeliverables, additional payment or to resort to the Change Management Procedures in thisAgreement. Once compliance is achieved, Contractor shall be entitled to and shall promptlyresume provision of the Deliverables.

6.9 Conflict of Interest

Contractor shall: (a) avoid any Conflict of Interest in the performance of its contractualobligations; (b) disclose to Ministry in writing without delay any actual or potential Conflict ofInterest that arises during the performance of its contractual obligations; and (c) comply with anyrequirements prescribed by Ministry to resolve any Conflict of Interest. In addition to all othercontractual rights or rights available at law or in equity, Ministry may immediately terminate this

Agreement upon giving notice to Contractor where: (a) Contractor fails to disclose an actual orpotential Conflict of Interest; (b) Contractor fails to comply with any requirements prescribed byMinistry to resolve a Conflict of Interest; or (c) Contractor’s Conflict of Interest cannot beresolved. The foregoing obligations of Contractor also apply with respect to ContractorRepresentatives to the extent any of them are involved in carrying out any obligations ofContractor. This Section shall survive any termination or expiry of this Agreement.

6.10 Occupational Health and Safety


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(a) With respect to Contractor Representatives, Contractor will be responsible for meeting all of the"employer" obligations under the Occupational Health and Safety Act (Ontario) (the "OHSA")and shall ensure that all Deliverables are provided in accordance with the OHSA and itsregulations. This includes, but is not limited to, the duties to: provide a safe workplace, provideinformation and educate workers on workplace hazards, appoint a competent supervisor, prepare

and provide a health and safety policy, implement a comprehensive health and safety program tosupport such policy and take every reasonable precaution to protect the health and safety ofContractor Representatives.

(b) In the event of (i) an accident causing death, (ii) critical injury (as prescribed by O.Reg. 834,R.R.O. 1990, as amended), or (iii) disabling injury to Contractor Representatives, Contractor shallnotify both Ministry and the affected Service Provider immediately, and, within five (5) Days ofsuch event, provide Ministry with a detailed report which shall include the information listedbelow:

(i) employer information, contact name, contact telephone number;

(ii) description of the accident/incident (who, what, when, where, how);

(iii)

description of the injury;

(iv) recommendations to prevent a future occurrence; and

(v) confirmation that all legislative notification requirements have been fulfilled.

(c) Contractor shall immediately notify both Ministry and the affected Service Provider of anyMinistry of Labour ("MOL") orders or charges issued to Contractor. Copies of all MOL orders orcharges shall be provided immediately to Ministry and the affected Service Providers.

(d) Contractor acknowledges and agrees to comply with the requirements of all legislation pertainingto the “Workplace Hazardous Materials Information System” and provide the Deliverables inaccordance with the health and safety requirements of all applicable Laws and Regulations.

ARTICLE 7 GENERAL FINANCIAL TERMS AND CONDITIONS

7.1 Pricing and Payment

The pricing and payment terms for each Deliverable or Module of Deliverables shall be as set out in theAgreement, including applicable Module Appendix, Schedule G, the RFP and the Proposal. The total pricefor all the Deliverables shall not exceed the Contract Ceiling Price, subject only to changes to theDeliverables made in accordance with the Change Management Procedures in Schedule B. Either ofMinistry or Contractor may invoke a price review in accordance with the mutually acceptable Price ReviewPlan on thirty (30) days notice to the other Party at the following times and for the following periods of theAgreement:

(a)

at any time during the twelve (12) month period between and including the sixtieth (60th) andseventy-second (72nd) months after the Effective Date for the prices applicable for the periodfrom and including the seventy-second (72nd) month to the one hundred and twentieth (120th)month following the Effective Date; and

(b)

at any time during the twelve (12) month period between and including the eighty-fourth (84th)month and the ninety-sixth (96th) month following the Effective Date for the prices applicableduring the Renewal Terms.


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If a price review is invoked by either Party, the procedures in the Price Review Plan will apply. Thepricing arrived at by the Third Party Price Reviewer in accordance with the Price Review Plan and agreedto by the Parties shall be implemented with all applicable amendments made to the Agreement for theapplicable period(s). If an agreement cannot be reached between the Parties on any revision to the pricing,the pricing established in Appendix C will continue to prevail except that in any twelve (12) month period

of a Renewal Term, the applicable pricing shall be the pricing prevailing during the last twelve (12) monthsof the Initial Term factored by the applicable Consumer Price Index (CPI) in accordance with the CPIprovision of the RFP. For avoidance of doubt, only those specific pricing agreeable to by both Parties willbe binding on both Parties and form the basis to implement an amendment to the Agreement.

7.2 Financial Security and Performance Bonds

Contractor will be responsible for ensuring, throughout the Term of this Agreement, that all ContractorRepresentatives are financially secure and able to meet their commitments to Contractor. As security forthe performance of all of Contractor’s duties, obligations and covenants under this Agreement, on theEffective Date of this Agreement, Contractor shall deliver to Ministry, or as Ministry may direct, both aPerformance Bond and a Labour and Materials Payment Bond of Contractor as principal, and a third party,which is mutually acceptable to the Parties, as surety, in favour of Ministry, as obligee, substantially in theform of the documents in Schedule H in the amounts as follows:

(a) a Performance Bond having a term of four (4) years to be in effect continually for the periods andin the amounts as follows:

(i) a total value of $10 Million commencing on the Effective Date of this Agreement for thefirst twelve (12) months of this Agreement.

(ii) a total value of $15 Million for the period commencing on the first (1st) day of thethirteenth (13th) month immediately following the Effective Date of this Agreement until the endof the twenty-fourth (24th) month immediately following the Effective Date of this Agreement).

(iii) a total value of $25 Million for the period commencing on the first (1st) day of thetwenty-fifth (25th) month immediately following the Effective Date of this Agreement until the

end of the thirty-sixth (36th) month immediately following the Effective Date of this Agreement).

(iv) a total value of $40 Million for the period commencing on the first (1st) day of the thirty-seventh (37th) month immediately following the Effective Date of this Agreement until the end ofthe forty-eighth (48th) month immediately following the Effective Date of this Agreement).

(b) a series of Performance Bond having to be in effect successively as follows:

(i) a total value of $20 Million effective for a term of three (3) years for the periodcommencing on the first (1st) day of the forty-ninth (49th) month immediately following theEffective Date of this Agreement for the remainder of the Initial Term and any Renewal Term.

(c) a Labour and Materials Payment Bond having a term of three (3) years to be in effect continually

for the periods and in the amounts as follows:

(i) a total value of $15 Million for the period commencing on the first (1st) day of thethirteenth (13th) month immediately following the Effective Date of this Agreement until the endof the twenty-fourth (24th) month immediately following the Effective Date of this Agreement)

(ii) a total value of $25 Million for the period commencing on the first (1st) day of thetwenty-fifth (25th) month immediately following the Effective Date of this Agreement until theend of the thirty-sixth (36th) month immediately following the Effective Date of this Agreement)


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(iii) a total value of $35 Million for the period commencing on the first (1st) day of the thirty-seventh (37th) month immediately following the Effective Date of this Agreement until the end ofthe forth-eighth (48th) month immediately following the Effective Date of this Agreement).

(d) The Performance Bond and the Labour and Materials Payment Bond shall be issued by a surety

licensed and registered with the Financial Services Commission of Ontario (FSCO) to conductbusiness in Surety and Fidelity insurance products in Ontario. Such bonds shall be maintained inplace by Contractor at such amount and at such times during the Initial Term and each RenewalTerm of this Agreement as provided herein.

(e) Contractor shall deliver the Performance Bond to Ministry prior to the Effective Date.

Annual premiums for such bonds will be included in the quoted price. When accepted by the Ministry, suchbonds shall be incorporated into this Agreement by reference and form part of Schedule H.

7.3 Price Protection

The price of all COTS Software and all standard, non-customized Hardware (including, for illustration

purposes, non-configured fare cards, handhelds, PCs, servers and network devices) shall be, at the time ofsupply to Ministry, equivalent to or better than the prices charged for similar quantities of the sameproducts by commercial suppliers under normal operating conditions (“Best Price”). If Ministry candemonstrate to Contractor that the price charged by Contractor for any of the products described in thisSection 7.3 is greater than the Best Price, Contractor shall refund to Ministry the difference between theprice charged to Ministry and the Best Price effective from the date the Best Price was identified toContractor by Ministry.

7.4 Risk of Loss

Unless otherwise provided in the applicable Module Appendix, all risks of loss of tangible Deliverablessupplied hereunder by Contractor shall only pass to Ministry upon delivery thereof to Ministry or ServiceProvider specified address in Ontario at a secure location designated by Ministry or Service Provider.

7.5

Insurance Obligations – Contractor

Contractor hereby agrees to put in effect and maintain insurance for the Initial Term, and any RenewalTerm, at its own cost and expense, with insurers having a secure A.M. Best rating of B + or greater, or theequivalent, all the necessary and appropriate insurance that a prudent person in the business of Contractorwould maintain including, but not limited to, the following:

(a) commercial general liability insurance on an occurrence basis for third party bodily injury,personal injury and property damage, to an inclusive limit of not less than Five Million Dollars($5M) per occurrence, Five Million Dollars ($5M) products and completed operations aggregate.The policy is to include the following:

(i) the Ministry Group as additional insureds with respect to liability arising in the course of

performance of Contractor’s obligations under, or otherwise in connection with, this Agreement

(ii) contractual liability coverage

(iii) cross-liability section

(iv) employers liability coverage (or compliance with the Workplace Safety and Insuranceprovisions of this Agreement entitled “Workplace Safety and Insurance Board” is required)


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(v) 30 day written notice of cancellation, termination or material change

(vi) tenants legal liability coverage (if applicable and with applicable sub-limits)

(vii) non-owned automobile coverage with blanket contractual coverage for hired automobiles

(b) errors & omissions liability insurance, insuring liability for errors and omissions in theperformance or failure to perform the services contemplated in this Agreement, in the amount ofnot less than Ten Million Dollars ($10M) per claim and in the annual aggregate.

(c) Property insurance to a sum insured commensurate to the full replacement cost value of theasset(s), insured, against the perils of “all risks” of physical loss or damage.

The policy must include the following:

(a) loss payable in favour of Her Majesty the Queen in Right of Ontario as represented by theMinister of Transportation and the Service Providers

(b)

replacement cost value

(c) waiver of subrogation

7.6 Proof of Insurance

Contractor shall provide Ministry with proof of the insurance required by this Agreement in the form ofvalid certificates of insurance that reference this Agreement and confirm the required coverage, before theexecution of this Agreement by Ministry, and renewal replacements on or before the expiry of any suchinsurance. Upon the request of Ministry, copies of certificates for each insurance policy shall be madeavailable to it. Contractor shall ensure that each of its Subcontractors obtains all the necessary andappropriate insurance that a prudent Person in the business of the Subcontractor would maintain and thatthe Ministry Group are named as additional insureds with respect to any liability arising in the course ofperformance of the Subcontractor's obligations under the subcontract for the provision of the Deliverables.

7.7 Workplace Safety and Insurance Board

Contractor is responsible for all costs associated with workplace accidents and all premiums or assessmentsowing to the Workplace Safety and Insurance Board (the "WSIB"), or applicable insurance company asrelated to the Deliverables. Upon request of Ministry, Contractor shall furnish evidence of coverage forContractor and Contractor Representatives under the Workplace Safety and Insurance Act (“WSIA”) or theapplicable insurance policy, as related to the Deliverables. Ministry may deduct from any monies payableor returnable to Contractor under this Agreement, such sums of money sufficient to cover any ofContractor's default to the WSIB or the insurance company for assessments or premiums and any costs forincome replacement, medical aid or rehabilitation, arising from an accident.


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7.8 Not a Limit on Liability

Neither the minimum amounts of insurance or bond coverage referred to in this Agreement, nor anyapproval or waiver of any such coverage by Ministry, shall be construed to, limit, expand or qualify, in anymanner, the liabilities and obligations imposed on Contractor pursuant to this Agreement and, shall not

preclude Ministry from taking such other actions as are available to it under any provisions of thisAgreement or otherwise at law or in equity. For greater certainty, in the events that the amounts paid orpayable to Ministry pursuant to any and all insurance or bonds are insufficient to cover the damagesclaimed by Ministry, Ministry shall have the right to claim directly against Contractor for all suchshortfalls, subject only to the Risk Management Provisions of Article 15 of this Agreement.

7.9 No Encumbrance by Contractor

Under no circumstances will Contractor or Contractor Representatives Encumber any property, whethertangible or intangible, of any member of the Ministry Group which might come under the possession orunder the control of Contractor or Contractor Representatives pursuant to this Agreement.

ARTICLE 8 CONFIDENTIALITY

8.1 Acknowledgment

Both Parties acknowledge that the protection of the Confidential Information by any Recipient is of vitalimportance to any Disclosing Party.

8.2 Exclusions

No exceptions or exclusions specified in the definition of Confidential Information shall apply to PersonalInformation.

8.3 Operation of Law

No Recipient shall be liable for any disclosure of Confidential Information if disclosure is required byapplicable Laws and Regulations, provided that the Party relying on this Section, to the extent permitted byapplicable Laws and Regulations, notifies the Disclosing Party in writing of any such requirement as soonas legally permissible, so that the Disclosing Party may seek a protective order or take such other action asit deems appropriate. If Confidential Information is also Personal Information, the requirements of Article9 (Privacy and Freedom of Information) shall govern any such disclosure of Personal Information.Contractor acknowledges and agrees that any Confidential Contractor Information supplied to Ministry orany Designated Person may be disclosed by Ministry or any Designated Person where Ministry or anyDesignated Person is obligated to do so under FIPPA or MFIPPA, by an order of a court or tribunal orpursuant to a legal Proceeding.

8.4 Obligations

With respect to the Confidential Information of a Disclosing Party, the Recipient shall:

(a) use that Confidential Information only in accordance with this Agreement and only for thepurpose of fulfilling its obligations and exercising its rights under this Agreement and shall notuse, manipulate or exploit that Confidential Information in any other manner;

(b) maintain that Confidential Information in strict confidence using at least the same degree of careto protect that Confidential Information as the Recipient would take, or would reasonably beexpected to take, to protect its own Confidential Information of a like nature and, in any event,


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using a standard no less than a reasonable degree of care commensurate with the nature andsensitivity of the Confidential Information in question;

(c) except for any disclosure that is expressly authorized in writing by the Disclosing Party, discloseConfidential Information only to its representatives who: (i) have a need-to-know; (ii) are bound

by a written contract to keep the Confidential Information of third parties confidential at least tothe same extent as set forth in this Agreement; (iii) are provided with reasonable instructions bythe Recipient of the confidential nature of the Disclosing Party's Confidential Information; and (iv)with respect to Confidential Information of Ministry and Service Providers, are ContractorRepresentative individuals who are bound by a Contractor Representative Security Statement;

(d) not make copies or partial copies of that Confidential Information or modify it, other than asexpressly permitted under this Agreement;

(e) upon demand, inform the Disclosing Party of the location of its Confidential Information and themeasures that the Recipient has taken to preserve its confidentiality; and

(f) notify the Disclosing Party immediately upon becoming aware of any loss of or inability to

account for or unauthorized copying, disclosure or use of that Confidential Information by theRecipient or by any employees, subcontractors or agents to whom the Recipient has disclosed thatConfidential Information and make every commercially reasonable effort to minimize the effect ofany such use or disclosure.

In addition to the foregoing, where Confidential Information is also Personal Information, Article 9(Privacy and Freedom of Information) shall apply to such Confidential Information, and in the event of aninconsistency between the provisions of Article 8 and Article 9 with respect to such information, theprovisions of Article 9 shall prevail.

8.5 Return of Confidential Information

Each Recipient shall immediately return the Confidential Information of the Disclosing Party to theD

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