PRESTO Master Supply and Services Agreement

MASTER SUPPLY AND SERVICES AGREEMENT
BETWEEN
THE CROWN IN RIGHT OF ONTARIO

AS REPRESENTED BY THE MINISTER OF TRANSPORTATION
- and -
ACCENTURE INC.
TABLE OF CONTENTS
Page
ARTICLE 1
1.1
1.2
1.3
1.4
ARTICLE 2
2.1
2.2
2.3
2.4
2.5
ARTICLE 3
3.1
3.2
3.3
ARTICLE 4
4.1
4.2
ARTICLE 5
5.1
5.2
SCOPE ........................................................................................................................................... 1
Agreement ....................................................................................................................................... 1
Acknowledgments by Contractor .................................................................................................... 1
Exclusivity and Minimum Volumes ............................................................................................... 3
Changes to Scope of the Agreement ............................................................................................... 3
STRUCTURE OF AGREEMENT AND INTERPRETATION ................................................ 4
Contents of the Agreement.............................................................................................................. 4
Schedules to the Agreement ............................................................................................................ 4
Exhibits to the Agreement ............................................................................................................... 5
Module Appendices to the Agreement ............................................................................................ 5
Incorporated GTA Fare System Technical Specifications .............................................................. 5
TERM OF AGREEMENT ........................................................................................................... 6
Initial Term ..................................................................................................................................... 6
Renewal Term ................................................................................................................................. 6
........................................................................................................................................................ 7
PROJECT BLUEPRINT .............................................................................................................. 7
Project Blueprint Development ....................................................................................................... 7
Acceptance and Review .................................................................................................................. 8
RESPONSIBILITIES OF PARTIES .......................................................................................... 8
Contractor Responsibilities ............................................................................................................. 8
Ministry Responsibilities ................................................................................................................ 9
ARTICLE 6
RELATIONSHIP MANAGEMENT AND ADMINISTRATION ............................................ 9
6.1
6.2
6.3
6.4
6.5
6.6
6.7
6.8
6.9
6.10
Access to Premises .......................................................................................................................... 9

Access to Information ................................................................................................................... 10
Authorized Representatives .......................................................................................................... 10
Project Committees ....................................................................................................................... 10
Reports .......................................................................................................................................... 12
Security ......................................................................................................................................... 12
Financial and Performance Audits and Assessments .................................................................... 12
Resources ...................................................................................................................................... 14
Conflict of Interest ........................................................................................................................ 15
Occupational Health and Safety .................................................................................................... 15
ARTICLE 7
GENERAL FINANCIAL TERMS AND CONDITIONS ........................................................ 16
7.1
7.2
7.3
7.4
7.5
7.6
7.7
7.8
7.9
ARTICLE 8
8.1
8.2
8.3
8.4
Pricing and Payment ..................................................................................................................... 16

Financial Security and Performance Bonds .................................................................................. 16
Price Protection ............................................................................................................................. 17
Risk of Loss .................................................................................................................................. 18
Insurance Obligations Contractor .............................................................................................. 18
Proof of Insurance ......................................................................................................................... 18
Workplace Safety and Insurance Board ........................................................................................ 19
Not a Limit on Liability ................................................................................................................ 19
No Encumbrance by Contractor .................................................................................................... 19
CONFIDENTIALITY ................................................................................................................ 19
Acknowledgment .......................................................................................................................... 19
Exclusions ..................................................................................................................................... 19
Operation of Law .......................................................................................................................... 19
Obligations .................................................................................................................................... 20
TABLE OF CONTENTS
(continued)
8.5
8.6
8.7
8.8
ARTICLE 9
Page
Return of Confidential Information .............................................................................................. 21
Relief ............................................................................................................................................. 21
Termination ................................................................................................................................... 21
Survival ......................................................................................................................................... 21
PRIVACY AND FREEDOM OF INFORMATION ................................................................ 21
9.1
9.2
9.3
9.4
9.5
9.6
9.7
9.8
9.9
9.10
9.11
General Contractor Obligations under FIPPA............................................................................... 21

Requests for Personal Information ................................................................................................ 22
Designated Contractor Representative .......................................................................................... 22
Contractor Compliance with this Article 9 ................................................................................... 22
Employer/Employee Security Statement ...................................................................................... 22
Contractors Handling of Personal Information ............................................................................ 22
Security of Personal Information .................................................................................................. 23
Security Violations ........................................................................................................................ 24
Extraterritorial Measures ............................................................................................................... 24
Acknowledgement of MFIPPA by Contractor .............................................................................. 24
Survival ......................................................................................................................................... 24
ARTICLE 10
10.1
10.2
10.3
10.4
10.5
10.6
10.7
INTELLECTUAL PROPERTY ................................................................................................ 24

General Ministry Ownership and Control ..................................................................................... 24
General Contractor or Contractor Representatives Ownership and Control ................................ 25
Rights and Waivers Granted to Ministry....................................................................................... 26
Rights and Waivers Granted to Contractor ................................................................................... 26
Rights on Default .......................................................................................................................... 27
Use of Personal Knowledge .......................................................................................................... 27
Survival ......................................................................................................................................... 27
ARTICLE 11
INTENTIONALLY DELETED (EQUIPMENT TERMS AND CONDITIONS) ................. 27
ARTICLE 12
GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS .......................... 27
12.1
12.2
12.3
12.4
Ministry ......................................................................................................................................... 27
Contractor ..................................................................................................................................... 28
Manufacturers Warranty .............................................................................................................. 30
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
14.2
14.3
14.4
14.5
14.6
14.7
ARTICLE 15
15.1
15.2
15.3
15.4
15.5
15.6
15.7
15.8
Ministry Terminable Default......................................................................................................... 30

Contractor Remedies ..................................................................................................................... 31
Contractor Terminable Default .................................................................................................... 31
Ministry Remedies for Contractor Terminable Default ................................................................ 32
Ministry Remedies for Contractor Failure to Meet Deliverables Standards ................................. 32
Termination for Convenience ....................................................................................................... 34
Procedure Upon Termination ........................................................................................................ 34
RISK MANAGEMENT PROVISIONS .................................................................................... 35
No Indirect Damages .................................................................................................................... 35
Contractor Limitation of Liability to Ministry Group ................................................................... 36
Ministry Limitation of Liability to Contractor Group ................................................................... 36
Application of Limitations ............................................................................................................ 36
Rights and Remedies Cumulative ................................................................................................. 36
INTENTIONALLY DELETED (General Indemnity) .................................................................. 37
Intellectual Property Indemnities .................................................................................................. 37
Confidentiality Indemnification .................................................................................................... 38
ii
TABLE OF CONTENTS
(continued)
15.9
15.10
15.11
Page
Third Party Suit Indemnity............................................................................................................ 38
Defence ......................................................................................................................................... 38
Survival ......................................................................................................................................... 38
ARTICLE 16
GENERAL ASSIGNMENT ....................................................................................................... 39
16.1
16.2
16.3
General .......................................................................................................................................... 39
Assignment by Contractor ............................................................................................................ 39
Assignment by Ministry ................................................................................................................ 39
ARTICLE 17
NOTICE ....................................................................................................................................... 39
ARTICLE 18
DISPUTE RESOLUTION .......................................................................................................... 40
18.1
18.2
18.3
18.4
18.5
18.6
18.7
Legal Remedies for Disputes ........................................................................................................ 40

Three-Tiered Dispute Resolution .................................................................................................. 40
Negotiation .................................................................................................................................... 41
Mediation ...................................................................................................................................... 41
Further Proceedings ...................................................................................................................... 41
Performance to Continue .............................................................................................................. 42
Survival ......................................................................................................................................... 42
ARTICLE 19
GENERAL ................................................................................................................................... 42
19.1
19.2
19.3
19.4
19.5
19.6
19.7
19.8
19.9
19.10
19.11
Entire Agreement .......................................................................................................................... 42

Amendments ................................................................................................................................. 42
Non-Waiver................................................................................................................................... 42
Independent Parties ....................................................................................................................... 43
Force Majeure ............................................................................................................................... 43
Governing Law and Jurisdiction ................................................................................................... 43
Currency ........................................................................................................................................ 43
Counterparts .................................................................................................................................. 43
Further Assurances ........................................................................................................................ 43
Time of the Essence ...................................................................................................................... 44
Binding Effect ............................................................................................................................... 44
SCHEDULE A GLOSSARY OF TERMS ............................................................................................................. 46

SCHEDULE B CHANGE MANAGEMENT PROCEDURES ............................................................................ 59
SCHEDULE C AUTHORIZED REPRESENTATIVES...................................................................................... 62
SCHEDULE D CONTRACTOR REPRESENTATIVE SECURITY STATEMENT ....................................... 63
SCHEDULE E SECURITY PROCEDURES ........................................................................................................ 65
SCHEDULE F CONTRACTOR PROVIDED INTELLECTUAL PROPERTY............................................... 68
SCHEDULE G PAYMENT .................................................................................................................................... 69
SCHEDULE H BONDS .......................................................................................................................................... 71
SCHEDULE I MINISTRY OBLIGATIONS ........................................................................................................ 78
SCHEDULE J ESCROW AGREEMENTS .......................................................................................................... 79
EXHIBIT 1 RFP ...................................................................................................................................................... 80
EXHIBIT 2 PROPOSAL ........................................................................................................................................ 81
MODULE APPENDIX A DEVELOPMENT, IMPLEMENTATION AND OPERATION OF
LAUNCH 1 SYSTEM ................................................................................................................. 82
MODULE APPENDIX B DEVELOPMENT OF PROJECT BLUEPRINT ...................................................... 86
iii
TABLE OF CONTENTS
(continued)
Page
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 FOR
MUNICIPAL 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 ..................................................................................... 101
MODULE APPENDIX L SERVICE LEVEL AGREEMENT .......................................................................... 102
iv
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 in
right of Ontario as represented by the Minister Of Transportation (Ministry), and Accenture Inc., (Contractor).
The parties agree as follows:
ARTICLE 1
1.1
SCOPE
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, and
without compromising the specific terms and conditions of this Agreement, it is intended that Contractor
will 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 site
is owned or controlled by Contractor. The GTA Fare System will be scaleable to any number of Service
Providers in Ontario. The GTA Fare System will be usable by all members of the public in Ontario. It is
anticipated that many of the GTA Fare System Deliverables, including but not limited to hardware or
equipment Deliverables (Hardware), Software and support services, will be supplied to Contractor by its
Subcontractors. Consequently, Contractor, as the operator of the GTA Fare System, will be the primary
licensee of all GTA Fare System Software procured from its Subcontractors and Contractor will sublicense
that Software to Ministry or Ministry Group. Where the Software of Subcontractor remains under the
control of Contractor, such as in the Central System functions of the GTA Fare System, Ministry will only
exercise its sublicense rights in the event of certain specified defaults of Contractor giving rise to
Ministrys rights of termination of this Agreement. Ministrys intention is to obtain and use only one
operational copy of the Central System Software in Revenue Service. Where the Software of
Subcontractor is integrated into Hardware under the control of Ministry or Service Providers, such as field
equipment, sublicense rights will be exercised by Ministry or Service Providers as part of the use of such
Hardware. All GTA Fare System Hardware procured from Subcontractors will be owned by Ministry or
Service Providers, but certain of that Hardware, particularly Hardware that is part of the Central System of
the GTA Fare System will be given over to the care and control of Contractor as operator of the GTA Fare
System.
With respect to the holding of funds paid by transit users (Cardholders), the Ministry will execute such
documents as are necessary to allow for such funds to be held in the account of a Person with appropriate
financial 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,
Contractors response dated February 4, 2005 in response thereto, the Request for Proposals issued
on October 7, 2005 and all revisions thereto issued by Ministry to Contractor by addenda (RFP)
and Contractors Proposal dated January 13, 2006 in response thereto (the Proposal);
(b)
Ministry has relied on the accuracy and completeness of the Proposal (which is incorporated
herein 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 all
terms 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 of
procurement fairness, Ministry cannot accept or negotiate any material variances to the scope or
pricing of the GTA Fare System as specified in the Proposal except in accordance with the RFP or
this Agreement;
(c)
Ministry derives its authority to enter into this Agreement as agent for the Service Providers (as
defined below) from: (i) the GTA Fare System Procurement Governance Agreement entered into
between Ministry and certain Service Providers on the 14th day of June, 2005 as amended, restated
or supplemented from time to time (the Governance Agreement); and (ii) the GTA Fare
System Operating Agreement to be entered into between Ministry and certain Service Providers
prior 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 upon
its execution, provided that Ministry will not provide those confidential parts of the Operating
Agreement dealing with Ministrys and Service Providers business affairs which do not affect
Contractors rights and obligations under this Agreement. Ministry guarantees that the
Governance Agreement referenced above grants Ministry the authority to act on behalf of all
Service Providers to the extent expressly provided for in the Governance Agreement, committing
as though they were parties to this agreement and requiring them to fulfill those obligations of
Ministry under this Agreement which pertain to them.
(d)
Ministry is entering into this Agreement on its own behalf with respect to the Deliverables under
Module Appendix A, Module Appendix B, Module Appendix C, Module Appendix D, Module
Appendix I, Module Appendix J, Module Appendix K and Module Appendix L (each of which is
defined 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 Governance
Agreement
(collectively the Service Providers, which defined term as used throughout this Agreement shall also
include new service providers as they may be added in accordance with Section 1.4(a) below) with respect
to 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 a
signatory to the Governance Agreement and Ministry will acquire the authority to act as its agent.
1.3
1.4
Exclusivity and Minimum Volumes

(a)
Provided the Contractor is in compliance with the terms and conditions of this Agreement
including compliance with Final Design Review, the GTA Fare System Technical Specifications
and Service Levels, the Contractor shall be the exclusive provider of the Deliverables, except for
Third Party Agency Network Management Services, during the Initial Term to Ministry and all
Service Providers who have executed the Operating Agreement by the Effective Date provided
that for equipment Deliverables the exclusivity only applies up to the equipment volumes
specified 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 provide
Third Party Agency Network Management Services internally; (ii) the Contractor is providing
Third Party Agency Network Management Services on a non-exclusive basis; and (iii) if
Contractor is in breach of any terms and conditions of the Agreement as referenced above, or if
Ministry or a Service Provider wishes to procure equipment Deliverables beyond the volumes
specified in the Service Provider Financially Related Metrics in Appendix C of the RFP, Ministry
and 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 including
compliance with Final Design Review, the GTA Fare System Technical Specifications and
Service Levels, Ministry guarantees that it will purchase a minimum of fifty percent (50%) of the
overall equipment volume as set out in the Service Provider Financially Related Metrics in
Appendix C of the RFP. For avoidance of doubt, the foregoing guarantee shall also not apply to
the extent that the required Deliverables fail to reach the guarantee because of an act or omission
of Contractor or a Contractor Representative. Other than the foregoing, Ministry makes no
representation regarding the volume of Deliverables required under this Agreement.
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 this
Agreement, to enable other municipalities and service providers to avail themselves of the goods and
services provided herein and to enable Ministry, the Service Providers (current and future) or municipalities
to procure certain other goods and services in accordance with the RFP, or to enable Service Providers to
no longer be participants in the Project. Any such changes to scope of services shall amend this Agreement
in accordance with the Change Management Procedures in Schedule B. If Contractor can reasonably
demonstrate that the Operating Agreement contains material terms and conditions relating to the
obligations of Contractor which were not revealed to Contractor during the RFP process and which have a
material and detrimental impact on Contractors Proposal or this Agreement, then Ministry and Contractor
shall 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 this
Agreement, enhancements or improved replacements for the technology and Hardware
designated in the Final Design Review, the GTA Fare System Technical Specifications or
the Proposal shall become available. Contractor will use all reasonable efforts to provide
3
written notice to Ministry of any such enhancements or improvements, describing the

new or improved technology or Hardware. Ministry may, at its discretion, direct
Contractor to develop, procure, deliver and install such enhanced or improved technology
or Hardware.
(ii)
ARTICLE 2
2.1
All changes pursuant to subsection 1.4(b)(i) above shall be implemented in accordance

with the Change Management Procedures set out in Schedule B.
STRUCTURE OF AGREEMENT AND INTERPRETATION
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 this
Agreement specified in Section 2.3 below; (iv) the set of Module Appendices specified in Section 2.4
below, which each provide the specific terms and conditions applicable to a Module of Deliverables and
which collectively provide for the development, procurement, implementation, operation and maintenance
of 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 in
Section 2.5 below. In the event that there are any inconsistencies between the Master Supply and Services
Agreement and the Schedules, the Master Supply and Services Agreement, together with Schedule A, shall
prevail over the remaining Schedules. Schedule A shall have the same level of priority as the Master
Supply and Services Agreement. In the event that there are any inconsistencies between any of the
components of this Agreement, the terms and conditions of the Master Supply and Services Agreement and
the 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 by
the Parties based on the terms herein; (iii) the set of Module Appendices specified in Section 2.4 below but
for the Project Blueprint and Final Design Review, which each provide the specific terms and conditions
applicable 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 will
be 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 System
Technical 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;
2.3
(h)
Schedule H Bonds;
(i)
Schedule I Ministry Obligations; and
(j)
Schedule J Escrow Agreements.
Exhibits to the Agreement

The following are the exhibits to this Master Agreement incorporated by reference (collectively, the
Exhibits and individually, each an Exhibit):
2.4
(a)
Exhibit 1 RFP; and
(b)
Exhibit 2 Proposal.
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)
2.5
(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 Central

System;
(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 and
TTC 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 Municipal
Systems, 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.
Incorporated GTA Fare System Technical Specifications

The following technical documents are incorporated into this Agreement by reference (the GTA Fare
System Technical Specifications), which also constitute Appendix G of the RFP unless otherwise stated
below:
(a)
Part 1 Scope of Work;

5
(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 reviewed
by Contractor;
(l)
Part 12 Security Architecture Specification; and
(m)
Glossary.
For avoidance of doubt, the GTA Fare System Technical Specifications shall include all revisions thereto
issued 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 and
shall use commercially reasonable efforts to identify on such mapping document which, if any, of the GTA
Fare System Technical Specifications are not addressed in Final Design Review. With respect to any GTA
Fare System Technical Specifications which are not addressed in Final Design Review, Ministry (acting
reasonably) shall determine whether such requirements (a) still apply to the Agreement, in which case such
requirements shall be addressed by the Contractor; or (b) do not still apply to the Agreement, in which case
the Parties shall prepare and execute a Variance, on such terms mutually agreed by the Parties, with respect
to such requirement.
(b)
In accordance with the foregoing, and for greater certainty, the Parties acknowledge and agree that
Final Design Review is intended to provide a design baseline for the GTA Fare System in accordance with
Section 6.5 of Part 7 of the GTA Fare System Technical Specifications. Accordingly and further to Section
2.1 of this Agreement, the Parties agree as follows:
(i)
upon completion and approval of Final Design Review (or any element thereof) in
accordance with the terms of this Agreement, in the event of a conflict or contradiction between a
requirement set out in Final Design Review and a requirement set out in the GTA Fare System
Technical Specifications, the requirement set out in Final Design Review shall prevail, provided
that the requirements of the GTA Fare System Technical Specifications shall continue to apply in
the event that:
(1)
the GTA Fare System Technical Specifications contain information or details
supplemental, but not contradictory, to an element of Final Design Review: or
6
(2)
the GTA Fare System Technical Specifications contain items or requirements
that are not addressed in or relevant to Final Design Review (provided that such items or
requirements 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 subject
to 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 this
Agreement, 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 Specifications
may at all times be used as a reference to provide context and clarification.
ARTICLE 3
3.1
TERM OF AGREEMENT
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 in
accordance with Module Appendix A; and (ii) the Parties have approved the Project Blueprint to be
developed in accordance with Article 4 (Project Blueprint) below and Module Appendix B which Project
Blueprint shall be incorporated herein and form part of Module Appendix B by reference. In the event that
the Parties cannot reach agreement on the Project Blueprint within the specified time frame, Ministry shall
have the right to terminate this Agreement, in which event Ministry shall reimburse Contractor verifiable
costs and fees incurred to date for the development of the Project Blueprint provided that the failure to
reach agreement on the Project Blueprint is not because of a Contractor Terminable Default, and thereafter
Ministry shall have no further payment obligations to Contractor. The Launch 1a System shall be
successfully 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 this
Agreement, Ministry shall have the right to exercise any of the remedies available to it under Sections 14.4
and 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 have
the right, either before or after exercise by Ministry of any of its remedies, to make claims for
compensation or other relief through the Dispute Resolution process specified in Article 18 of this
Agreement.
3.2
Renewal Term
Subject always to the provisions of Article 14 (Termination and Remedies) herein, this Agreement may be
renewed, at Ministrys sole option, by written notice given by Ministry, not less than six (6) months prior to
the 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 agree
otherwise, 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 current
Renewal Term, of Ministry's intention to further renew this Agreement; and (ii) Contractor has not notified
Ministry, within thirty (30) days from receipt of such notice of Ministry's intent to renew, of Contractor's
desire not to renew this Agreement. Such further renewal(s) shall be on the same terms and conditions as
provided herein, unless the Parties agree otherwise, in writing and in accordance with the Change
Management Procedures of Schedule B.
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 Transition
Out 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
4.1
PROJECT BLUEPRINT
Project Blueprint Development

Commencing within five (5) Business Days following the Effective Date Contractor shall develop, with
Ministry collaboration, a Project Blueprint. The Project Blueprint relating to the GTA Fare System shall be
completed no later than June 26, 2008. Upon completion of the Project Blueprint, Ministry shall provide
written notification to the Contractor of the Executive Committees approval and the Contractor shall, with
Ministry 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) any
such specific objective or requirement in writing. The Project Blueprint will also:
(a)
Provide the Project milestones for the remainder of the Project (Milestones). The milestones
provided in the Project Timeline, as set out in the GTA Fare System Technical Specification, Part
7, section 3.0, Exhibit 4 shall be used in the development of the Milestones, and once accepted by
Ministry shall be contractually binding completion dates; and
(b)
Include the Final Project Schedule that reflects all time related determinations arising out of
Ministry and Contractors collaboration in developing the Project Blueprint. The Final Project
Schedule is to be prepared in conformance with the requirements of System Assurances Technical
Specification, Part 7, section 3.0, Project Schedule. Once accepted by Ministry, the Final Project
Schedule, as revised, shall be contractually binding on the Parties.
Contractor shall provide its services with respect to the development of the Project Blueprint in accordance
with 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 or
reviewed, as applicable, in accordance with the Project Milestones and the Final Project Schedule. In the
event that a Deliverable or Module of Deliverables fails to meet the acceptance or review criteria as
specified in the Project Blueprint or Final Design Review, including but not limited to cure periods which
are part of the time related determinations to be made in the Final Project Schedule, Ministry shall have the
right, but not the obligation, to exercise any or all of the remedies available to it under this Agreement. For
avoidance 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 Technical
Specifications and in no way shall such criteria deviate from, or alter, such performance standards unless
the Ministry, in its discretion, specifically agrees otherwise in writing.
ARTICLE 5
5.1
RESPONSIBILITIES OF PARTIES
Contractor Responsibilities
5.2
(a)
Contractor shall be primarily responsible for implementing the GTA Fare System and for
operating, supporting and maintaining the GTA Fare System during the Initial Term, any Renewal
Periods and the Transition Out Period. Contractor may, with the prior written approval of
Ministry, 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 referenced
in Exhibit 2 as Subcontractors with whom Contractor has formed a Prime/Subcontractor
Arrangement as defined in Exhibit 1. Contractor shall have overall responsibility for the provision
of the Deliverables to Ministry, and shall be responsible and liable to Ministry for Contractors
own acts and omissions, and those of its Contractor Representatives, including, but not limited to
its 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 Agreement
imposing any liability or obligation on Contractor to the members of the Ministry Group, or any
obligation on Contractor to indemnify the members of the Ministry Group, shall be interpreted to
apply to any acts or omissions of any Contractor Representative, including, without limitation, any
Subcontractors, in addition to applying to acts or omissions of Contractor. Contractor shall be
solely responsible for all payments to its Contractor Representatives. Contractor agrees to
indemnify 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 Representative
may have against Contractor arising out of, or as a result of the fulfillment by Contractor
Representative of its obligations and responsibilities to Contractor relating to this Agreement,
including, but not limited to, claims by Contractor Representatives employees, or the release to
Ministry Group of Contractor Group Provided Intellectual Property belonging to Subcontractors
that is not made in accordance with this Agreement.
(b)
Contractor shall cause every Person with whom it subcontracts in accordance with the
immediately foregoing provision to be bound by the terms of this Agreement insofar as they apply
to the Deliverables to be provided by the Subcontractor. No subcontract entered into by
Contractor shall impose any obligation or liability upon the members of the Ministry Group to any
Subcontractor.
(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 the

Deliverables, 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.
Ministry Responsibilities
(a)
Ministry Obligations
Subject to subsection 5.2(b) below and the assignment provisions of Article 16 (General
Assignment), Ministry shall be responsible, on its own behalf or as agent, as applicable, for all of
obligations 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 contractual
arrangement with Contractor for any Deliverables related to the GTA Fare System to be
used exclusively by such Service Provider, in which case Ministry shall no longer have
responsibility, liability or obligation to Contractor with respect to the subject matter of
the 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 terms
and conditions shall not impose any obligation or liability on Ministry.
(ii)
(c)
ARTICLE 6
6.1
Ministry may, in its sole discretion, assign any or all of its obligations to a Service
Provider(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 of
enforcement against Contractor to such Service Provider(s) with respect to such
Deliverables 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 hereunder
until such time as the assignee agrees in writing with Contractor to assume all or such
part of Ministrys obligations as may be so assigned.
Ministry shall co-operate with Contractor to facilitate the obligations of Contractor in this
Agreement by providing timely responses to reasonable requests of Contractor.
RELATIONSHIP MANAGEMENT AND ADMINISTRATION
Access to Premises
Contractor is responsible for ensuring that Ministry and each Designated Person has reasonable access to
Contractor sites (as specified in the Proposal or Final Design Review) for the purpose of enabling Ministry
or any applicable Designated Person to perform its obligations or exercise its rights under this Agreement
or to deliver, install, maintain, inspect, disconnect or remove any equipment, hardware or software selected
by and/or provided by Ministry (or its suppliers) that is located at such sites, provided that as a condition of
such right of access, Ministry shall comply, and cause any applicable Designated Person to comply with all
applicable 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 or
software in the normal course (i.e.: not in the event of a dispute of any kind) if, in so doing, Contractor is
adversely 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 designated
Ministry sites, and shall ensure Contractor has reasonable access to Service Provider sites, (as specified in
the Proposal, GTA Fare System Technical Specifications or Final Design Review) for the purpose of
enabling Contractor to deliver, install, maintain, inspect, disconnect or remove any Contractor property or
any Deliverable located at a designated Ministry site or Service Provider site, provided that as a condition
of such right of access, Contractor shall comply, and cause any Contractor Representatives to comply with
all applicable Ministry and Service Provider policies governing safety, privacy and security of which
Contractor has prior written notice.
6.2
Access to Information
Ministry shall provide or cause to be provided to Contractor such information as Contractor may
reasonably 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 Authorized
Representative), each such Authorized Representative to have the position of Project Director or such
higher position or other position as may be determined by the Parties, through whom, as far as is
reasonably possible, the Parties shall communicate with each other under this Agreement. The Authorized
10
Representative of each Party shall: (i) have the overall responsibility for coordinating the performance of
such Partys obligations under this Agreement; and (ii) have the authority to provide notices to the other
Party under this Agreement. Each Party may replace its Authorized Representative and shall promptly
notify the other of the contact information of any replacement in accordance with the terms of this
Agreement. 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 other
Party. Such notice shall set out the name and contact information of the individual to whom responsibility
is 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 its
Authorized Representative. Contractor shall replace its Authorized Representative as soon as reasonably
possible, and shall ensure that the replacement has the qualifications, skills and experience reasonably
necessary to fulfill the role of Authorized Representative. If Contractor fails to remove its Authorized
Representative as Ministry requests, then Ministry may 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 obligation contained in this Agreement or entitle Contractor to an extension of time for
provision of the Deliverables, additional payment or to resort to the Change Management Procedures in this
Agreement. Once compliance is achieved, Contractor shall be entitled to and shall promptly resume
provision 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 provided
herein:
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 any
matter 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 the
Deliverables, or to this Agreement.
Any changes to this Agreement shall be in accordance with the provisions herein, including those
provisions dealing with Schedule B (Change Management Procedures).
The Governance Agreement, signed in June, 2005, establishes a minimum of 2 Project Committees to
oversee 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 the
Governance Agreement. Ministrys Executive Sponsor is the chair of the Executive Committee. The
Committee is to meet at least 4 times per year or at major milestones needing the Committees approval.
Each Service Provider is to provide one executive representative. Meetings of the Executive Committee
will be at a Ministry site in Toronto. The Executive Committee has the power to alter the committee
11
structure and rules of conduct. Contractors Project Executives (as defined in the Request for
Qualifications) shall attend by invitation for specific agenda items.
The Steering Committee provides overall management and advice, monitors progress, recommends
adjustments 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 will
meet at least once a month or more frequently as determined by the chair, acting reasonably, at a Ministry
site in Toronto. The Steering Committee has the power to create its own operating rules and to create subcommittees including a proposed implementation sub-committee from time to time to assist in carrying out
its mandate (Implementation Sub-committee). Contractors Authorized Representative (Contractor
Project Director) shall attend by invitation for specific agenda items.
Ministry and Service Providers intend to establish an Implementation Sub-committee responsible for timely
monitoring and providing advice on the ongoing GTA Fare Systems development and implementation in
accordance with the approved Final Design Review. The Implementation Sub-committee would receive
direction from the Steering Committee and make recommendations to the Steering Committee as required.
Membership would include Contractors Project Director, Ministrys Project Director, and a representative
from each of Service Providers and Ministry. Contractor Project Director and Ministry project Director
will be non-voting representatives on sub-committee. The Steering Committee will appoint a chair of the
Implementation Sub-committee. The sub-committee will meet monthly or more frequently as determined
necessary by chair, acting reasonably. Meetings of the Implementation Sub-committee may alternate
between 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 these
minutes. No charges shall be payable to Contractor or Ministry in respect of meetings of the Project
Committees or sub-committees whether such committees are created under the Governance Agreement, the
proposed Operating Agreement or this Agreement and each of the Parties hereto shall bear its own cost of
such meetings.
An Operating Agreement between Ministry and Service Providers is currently under development. It will
provide a description of governance and accountability for the operations of the GTA Fare System under
this Agreement.
Nothing in this Section shall restrict the rights of Ministry or Service Providers to alter the committees
identified herein or to otherwise establish committees which they may determine to be necessary for the
furtherance 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 Technical
Specifications; 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 the
procedures, 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 documents
and records, including, without limitation, those involving contractual arrangements between Contractor
and any third party, as may be reasonably necessary to enable Ministry to confirm, to its reasonable
satisfaction, which shall be determined in its sole discretion, acting reasonably, that Contractor has
implemented and is maintaining the security standards, procedures and systems that it is required to
implement and maintain pursuant to this Agreement. Contractor agrees, upon the request of Ministry, to
allow Ministry or its Designated Persons to meet with Contractors manager(s) of system and physical
security for the purpose of discussing Contractors security standards, procedures and systems insofar as
they 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 disaster
recovery, physical destruction, introduction of errors, disclosure of Confidential Information to
unauthorized 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 the
termination or expiry of this Agreement, Contractor shall, at its cost and expense, retain and
maintain in Canada, in an organized, accessible mode, all books, records and documentation
relating to the Project, in accordance with all generally accepted accounting principles and
Ministrys record retention policies. Ministry, Service Provider or any Person, on behalf of
Ministry or a Service Provider, conducting any audits under this Section 6.7, shall have access to
all relevant premises, sites, books, records, and documentation relating to the Project and be
entitled to access such books of account, records, reports and other papers, and to take extracts
therefrom. 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 be
required. The audit report shall be in such format and address such issues as determined by
Ministry 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 and
documentation relating to the Project and shall report to Ministry, without limitation, as to the
accuracy of all systems processing, financial management, financial controls, Service Provider
settlement and Central System (as defined herein) performance. The audit shall be conducted in
accordance 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 generally
required by such auditors in support of such annual audits. In making the report to Ministry, the
Auditors shall be deemed for all purposes to be acting as experts and not arbitrators and the
determination of the Auditors shall be final and shall not be disputed by either Party unless shown
to 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 spot
audits in any twelve (12) month period starting from the Effective Date does not exceed two times
the number of Service Providers in Revenue Service, Ministry or Service Provider shall be entitled
at any time upon seventy-two (72) hours notice to Contractor, except where Ministry or Service
Provider 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, to
perform audits specifically to investigate the suspected fraud or breach of privacy, to perform
audits of all financial and operational controls, systems, databases, all operations, transaction
clearings, books, records and documentation relating to the Project, including, without limitation,
clearing and settlement, handling of exception items, write-offs, transfer of funds between
accounts, and any other processes, to validate the accuracy and efficacy of such processes and
Contractor agrees to cooperate with such audit. Ministry will use reasonable efforts to minimize
any disruption to Contractors business operations in carrying out such audits. The costs to
Ministry and Service Providers of such audits shall be their responsibility if the report indicates a
variance within five percent (5%) of the number or numbers relating to the issue or issues giving
rise to such audit in the systems-generated financial reports or any existing audit with respect to
the same time period, or at the cost and expense of Contractor if (i) the variance is greater than
five percent (5%) with respect to financial information, (ii) a breach of any security, privacy or
confidentiality provisions of this Agreement is shown to have occurred, or (iii) a material variance
with respect to any other matter exists. Any Person retained by Ministry or Service Provider to
conduct a review or audit hereunder shall have all the rights otherwise available to Ministry
hereunder.
6.8
(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 or
overpayments by Service Providers or Ministry to Contractor within thirty (30) days of date of
notice 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 the
provision of the Deliverables under this Agreement.
(g)
For avoidance of doubt, Ministry and Service Providers shall have no liability whatsoever for any
costs Contractor or Contractor Representatives may incur in the exercise of the audit rights
provided 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 audit
reports arising under subsection 6.7(c) shall be the property of Ministry or the respective Service
Provider on whose behalf the audit is conducted.
(i)
Subject to FIPPA and MFIPPA, in the event the information to be accessed under subsection
6.7(b) or (c) were to be of a proprietary nature as so specified by Contractor, in writing, Ministry
shall ensure such information is treated as confidential in accordance with Article 8, provided that
Ministry and the Service Providers are permitted to share the information on a confidential basis
with each other, Personnel within their individual organizations and with any Person acting on
behalf of either of Ministry or the Service Provider who is under an obligation of confidentiality to
keep such information confidential.
Resources
14
(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 perform
the 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 which
approval shall not be unreasonably withheld. Ministry reserves the right to interview any
proposed replacement resources as part of Ministry's approval process.
(b)
Supervision
Contractors Project Director shall supervise Contractor Representatives assigned to provide the
Deliverables 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 on
generally accepted principles and industry standards prevailing at the time and place such
Deliverables are provided and shall retain the services of only skilled and competent Persons in
sufficient number to provide the Deliverables in a timely manner, strictly in accordance with the
requirements of this Agreement.
(d)
Replacements
Ministry may require Contractor to replace a Person assigned to provide the Deliverables with
another Person having equal qualifications and experience if, after the commencement of this
Agreement, that Person is solely judged by Ministry, acting reasonably, to be unacceptable, leaves
the Project for any reason or is otherwise unavailable. The replacement shall be made by
Contractor within a reasonable time and shall be subject to the approval of Ministry which
approval shall not be unreasonably withheld. If Contractor fails to remove such Person or fails to
furnish skilled and experienced Persons for the proper provision of the Deliverables, then Ministry
may 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 obligation
contained in this Agreement or entitle Contractor to an extension of time for provision of the
Deliverables, additional payment or to resort to the Change Management Procedures in this
Agreement. Once compliance is achieved, Contractor shall be entitled to and shall promptly
resume provision of the Deliverables.
6.9
Conflict of Interest
Contractor shall: (a) avoid any Conflict of Interest in the performance of its contractual
obligations; (b) disclose to Ministry in writing without delay any actual or potential Conflict of
Interest that arises during the performance of its contractual obligations; and (c) comply with any
requirements prescribed by Ministry to resolve any Conflict of Interest. In addition to all other
contractual 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 or
potential Conflict of Interest; (b) Contractor fails to comply with any requirements prescribed by
Ministry to resolve a Conflict of Interest; or (c) Contractors Conflict of Interest cannot be
resolved. The foregoing obligations of Contractor also apply with respect to Contractor
Representatives to the extent any of them are involved in carrying out any obligations of
Contractor. This Section shall survive any termination or expiry of this Agreement.
6.10
Occupational Health and Safety
15
(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 its
regulations. This includes, but is not limited to, the duties to: provide a safe workplace, provide
information 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 to
support such policy and take every reasonable precaution to protect the health and safety of
Contractor 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 shall
notify both Ministry and the affected Service Provider immediately, and, within five (5) Days of
such event, provide Ministry with a detailed report which shall include the information listed
below:
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 any
Ministry of Labour ("MOL") orders or charges issued to Contractor. Copies of all MOL orders or
charges shall be provided immediately to Ministry and the affected Service Providers.
(d)
Contractor acknowledges and agrees to comply with the requirements of all legislation pertaining
to the Workplace Hazardous Materials Information System and provide the Deliverables in
accordance with the health and safety requirements of all applicable Laws and Regulations.
ARTICLE 7
7.1
(i)
GENERAL FINANCIAL TERMS AND CONDITIONS
Pricing and Payment

The pricing and payment terms for each Deliverable or Module of Deliverables shall be as set out in the
Agreement, including applicable Module Appendix, Schedule G, the RFP and the Proposal. The total price
for all the Deliverables shall not exceed the Contract Ceiling Price, subject only to changes to the
Deliverables made in accordance with the Change Management Procedures in Schedule B. Either of
Ministry or Contractor may invoke a price review in accordance with the mutually acceptable Price Review
Plan on thirty (30) days notice to the other Party at the following times and for the following periods of the
Agreement:
(a)
at any time during the twelve (12) month period between and including the sixtieth (60th) and
seventy-second (72nd) months after the Effective Date for the prices applicable for the period
from 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 applicable
during the Renewal Terms.
16
If a price review is invoked by either Party, the procedures in the Price Review Plan will apply. The
pricing arrived at by the Third Party Price Reviewer in accordance with the Price Review Plan and agreed
to by the Parties shall be implemented with all applicable amendments made to the Agreement for the
applicable 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) months
of the Initial Term factored by the applicable Consumer Price Index (CPI) in accordance with the CPI
provision of the RFP. For avoidance of doubt, only those specific pricing agreeable to by both Parties will
be 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 Contractor
Representatives are financially secure and able to meet their commitments to Contractor. As security for
the performance of all of Contractors duties, obligations and covenants under this Agreement, on the
Effective Date of this Agreement, Contractor shall deliver to Ministry, or as Ministry may direct, both a
Performance 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 the
form 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 and
in the amounts as follows:
(i)
a total value of $10 Million commencing on the Effective Date of this Agreement for the
first twelve (12) months of this Agreement.
(ii)
a total value of $15 Million for the period commencing on the first (1st) day of the
thirteenth (13th) month immediately following the Effective Date of this Agreement until the end
of the twenty-fourth (24th) month immediately following the Effective Date of this Agreement).
(iii)
twenty-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 thirtyseventh (37th) month immediately following the Effective Date of this Agreement until the end of
the 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 period
commencing on the first (1st) day of the forty-ninth (49th) month immediately following the
Effective 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)
thirteenth (13th) month immediately following the Effective Date of this Agreement until the end
of the twenty-fourth (24th) month immediately following the Effective Date of this Agreement)
(ii)
twenty-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)
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(iii)
a total value of $35 Million for the period commencing on the first (1st) day of the thirtyseventh (37th) month immediately following the Effective Date of this Agreement until the end of
the 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 conduct
business in Surety and Fidelity insurance products in Ontario. Such bonds shall be maintained in
place by Contractor at such amount and at such times during the Initial Term and each Renewal
Term 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, such
bonds 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 of
supply to Ministry, equivalent to or better than the prices charged for similar quantities of the same
products by commercial suppliers under normal operating conditions (Best Price). If Ministry can
demonstrate to Contractor that the price charged by Contractor for any of the products described in this
Section 7.3 is greater than the Best Price, Contractor shall refund to Ministry the difference between the
price charged to Ministry and the Best Price effective from the date the Best Price was identified to
Contractor by Ministry.
7.4
Risk of Loss
Unless otherwise provided in the applicable Module Appendix, all risks of loss of tangible Deliverables
supplied hereunder by Contractor shall only pass to Ministry upon delivery thereof to Ministry or Service
Provider 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 Renewal
Term, at its own cost and expense, with insurers having a secure A.M. Best rating of B + or greater, or the
equivalent, all the necessary and appropriate insurance that a prudent person in the business of Contractor
would 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 Contractors 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 Insurance
provisions 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 the
performance or failure to perform the services contemplated in this Agreement, in the amount of
not 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 the
asset(s), insured, against the perils of all risks of physical loss or damage.
The policy must include the following:
7.6
(a)
loss payable in favour of Her Majesty the Queen in Right of Ontario as represented by the
Minister of Transportation and the Service Providers
(b)
replacement cost value
(c)
waiver of subrogation
Proof of Insurance
Contractor shall provide Ministry with proof of the insurance required by this Agreement in the form of
valid certificates of insurance that reference this Agreement and confirm the required coverage, before the
execution of this Agreement by Ministry, and renewal replacements on or before the expiry of any such
insurance. Upon the request of Ministry, copies of certificates for each insurance policy shall be made
available to it. Contractor shall ensure that each of its Subcontractors obtains all the necessary and
appropriate insurance that a prudent Person in the business of the Subcontractor would maintain and that
the Ministry Group are named as additional insureds with respect to any liability arising in the course of
performance 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 assessments
owing to the Workplace Safety and Insurance Board (the "WSIB"), or applicable insurance company as
related to the Deliverables. Upon request of Ministry, Contractor shall furnish evidence of coverage for
Contractor and Contractor Representatives under the Workplace Safety and Insurance Act (WSIA) or the
applicable insurance policy, as related to the Deliverables. Ministry may deduct from any monies payable
or returnable to Contractor under this Agreement, such sums of money sufficient to cover any of
Contractor's default to the WSIB or the insurance company for assessments or premiums and any costs for
income 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 any
approval or waiver of any such coverage by Ministry, shall be construed to, limit, expand or qualify, in any
manner, 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 this
Agreement or otherwise at law or in equity. For greater certainty, in the events that the amounts paid or
payable to Ministry pursuant to any and all insurance or bonds are insufficient to cover the damages
claimed by Ministry, Ministry shall have the right to claim directly against Contractor for all such
shortfalls, 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, whether
tangible or intangible, of any member of the Ministry Group which might come under the possession or
under the control of Contractor or Contractor Representatives pursuant to this Agreement.
ARTICLE 8
8.1
CONFIDENTIALITY
Acknowledgment
Both Parties acknowledge that the protection of the Confidential Information by any Recipient is of vital
importance to any Disclosing Party.
8.2
Exclusions
No exceptions or exclusions specified in the definition of Confidential Information shall apply to Personal
Information.
8.3
Operation of Law
No Recipient shall be liable for any disclosure of Confidential Information if disclosure is required by
applicable Laws and Regulations, provided that the Party relying on this Section, to the extent permitted by
applicable Laws and Regulations, notifies the Disclosing Party in writing of any such requirement as soon
as legally permissible, so that the Disclosing Party may seek a protective order or take such other action as
it deems appropriate. If Confidential Information is also Personal Information, the requirements of Article
9 (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 or
any Designated Person may be disclosed by Ministry or any Designated Person where Ministry or any
Designated Person is obligated to do so under FIPPA or MFIPPA, by an order of a court or tribunal or
pursuant 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 the
purpose of fulfilling its obligations and exercising its rights under this Agreement and shall not
use, 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 care
to protect that Confidential Information as the Recipient would take, or would reasonably be
expected 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 and
sensitivity of the Confidential Information in question;
(c)
except for any disclosure that is expressly authorized in writing by the Disclosing Party, disclose
Confidential 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 to
the same extent as set forth in this Agreement; (iii) are provided with reasonable instructions by
the 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 Contractor
Representative 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 as
expressly permitted under this Agreement;
(e)
upon demand, inform the Disclosing Party of the location of its Confidential Information and the
measures 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 the
Recipient or by any employees, subcontractors or agents to whom the Recipient has disclosed that
Confidential Information and make every commercially reasonable effort to minimize the effect of
any 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 an
inconsistency between the provisions of Article 8 and Article 9 with respect to such information, the
provisions of Article 9 shall prevail.
8.5
Return of Confidential Information

Each Recipient shall immediately return the Confidential Information of the Disclosing Party to the
Disclosing Party on or before any date as may be specified by the Disclosing Party in writing, and if so
requested by the Disclosing Party, ensure that all copies of the Confidential Information have been
destroyed, except for: (i) any materials for which ownership is conveyed hereunder; and (ii) any materials
for which any licenses or other rights are granted hereunder and which licenses or other rights survive after
the date specified by the Disclosing Party. Notwithstanding the foregoing in this Section, subject to any
applicable Laws and Regulations and the Recipients compliance with this Agreement, the Disclosing Party
shall not at any time during the Initial Term and any Renewal Term of this Agreement request that the
Recipient return or destroy any of the Disclosing Partys Confidential Information that the Recipient
requires to exercise any right or perform any obligation hereunder.
8.6
Relief
Each Party, as the Recipient, acknowledges and shall require all Persons under its control to acknowledge,
that each Disclosing Party, and its suppliers value its Confidential Information (including but not limited to
the copyright, proprietary rights, and/or trade secret interests that are embodied in the Confidential
Information) and that disclosure or unauthorized use of that Confidential Information shall cause immediate
irreparable injury to the Disclosing Party. Consequently, Contractor or Contractor Representatives, as
Recipient, agrees that in addition to any other remedies that any member of the Ministry Group may have,
Ministry or any member of the Ministry Group shall be entitled to seek injunctive or other equitable relief
as is available to it, as a matter of right, to prevent the breach or the further breach of this Agreement.
Further, Ministry, on behalf of the Ministry Group, agrees that in addition to any other remedies that
Contractor, as Disclosing Party, may have, Contractor shall be entitled to seek such equitable relief as is
available to it, as a matter of right, to prevent the breach or the further breach of this Agreement.
21
8.7
Termination
Upon expiration or termination of this Agreement, the Recipient shall: (i) return all Confidential
Information disclosed to it by the Disclosing Party and all copies thereof, regardless of form; (ii) destroy
any such Confidential Information that cannot be returned with the prior written consent of the Disclosing
Party; and (iii) furnish to the Disclosing Party, as soon as reasonably practicable but, in any event, within
twenty (20) Business Days of such termination or request, as the case may be, a certificate signed by an
executive of the Recipient attesting to such return or destruction. Such certificate shall be in such form as
the Disclosing Party may reasonably request.
8.8
Survival
The provisions of this Article 8 shall survive termination or expiration of this Agreement.
ARTICLE 9
9.1
PRIVACY AND FREEDOM OF INFORMATION
General Contractor Obligations under FIPPA

Contractor and Ministry acknowledge and agree that all Records are governed by FIPPA. Contractor
agrees that FIPPA applies to all Records, including Records held by Contractor, Records created by
Contractor in the course of providing the Deliverables, and Records provided to Contractor by Ministry
prior to the termination or expiry of this Agreement. Contractor agrees to keep the Records secure and to
provide them to Ministry on demand and, in any event, to return all of them to Ministry before the
termination or expiry of this Agreement, with no copy or portion kept by Contractor or its Contractor
Representatives. The provisions of this Article 9 shall survive the termination or expiry of this Agreement.
9.2
Requests for Personal Information

Contractor agrees to provide Records to Ministry on demand for the purposes of an access request or if a
privacy issue arises. In these circumstances, Contractor must provide all Records requested of Contractor
to Ministrys Freedom of Information and Privacy Co-ordinator, within seven, (7) Days of being directed to
do so by Ministry Representative. For purposes of this Article 9, the address of Ministry's Freedom of
Information and Privacy Coordinator is:
Freedom of Information and
Privacy Office 2nd Floor, Suite 200
439 University Ave.
Toronto, ON M5G 1Y8
Attention: Freedom of Information and Privacy Coordinator
The above address may be changed from time to time by notice in writing from Ministry Representative or
Ministry's Freedom of Information and Privacy Coordinator.
9.3
Designated Contractor Representative

Contractor may deliver written notice to Ministry designating an employee to be in charge on its behalf for
the management of Personal Information, including but not limited to, access to information and protection
of privacy. Until such notice is delivered, Contractors Authorized Representative is designated as such
employee in charge.
9.4
Contractor Compliance with this Article 9

Contractor shall advise its Contractor Representatives of the requirements of this Article 9, and associated
requirements set out elsewhere in this Agreement, and take appropriate action to ensure compliance by
22
such Contractor Representatives with the terms of this Article 9. In addition to any other liabilities of
Contractor pursuant to this Agreement or otherwise at law or in equity, Contractor shall be liable for all
claims arising from any non-compliance with this Article 9 by Contractor and Contractor Representatives.
Contractor warrants that each Contractor Representative provided or used by it to provide the services
pursuant to this Agreement is under a written obligation to Contractor requiring such person to comply with
the terms of this Article 9.
9.5
Employer/Employee Security Statement

To emphasize the significance of confidentiality to Contractor Representatives, Contractor shall request
each Contractor Representative who is involved in any way in providing the services under this Agreement,
to execute a Contractor Representative Security Statement as between itself and each Contractor
Representative in the form of Schedule D and shall provide an original copy of each executed Contractor
Representative Security Statement to Ministry prior to providing or using such person to provide any
services under this Agreement.
9.6
Contractors Handling of Personal Information

Contractor shall not access any Personal Information unless Ministry determines, in its sole discretion, that
access is permitted under FIPPA and is necessary in order to provide the services pursuant to this
Agreement. Contractor shall not directly or indirectly use, collect, disclose or destroy any Personal
Information for any purposes that are not authorized by Ministry under this Agreement. For greater certainty,
Contractor shall not disclose any Personal Information to any unauthorized third party. Contractor shall
immediately notify Ministry of any third party request for any information and specifically Personal
Information or Confidential Information, including pursuant to an extraterritorial court order or warrant.
Contractor agrees to keep all Personal Information secure and to provide Personal Information to Ministry on
demand and, in any event, to return all Personal Information to Ministry before the termination or expiry of this
Agreement, with no copy or portion retained by Contractor. In addition, Contractor agrees that it will not
give, exchange or sell to other parties any Personal Information (except for the purpose of providing the
services if authorized by this Agreement, or except if required by order of a court or tribunal), without first
obtaining:
(a)
the written consent of Ministry; and
(b)
in respect of any Personal Information, the informed written consent of the individuals to whom
the information pertains.
9.7
Security of Personal Information

Contractor shall keep all Personal Information in a physically secure location and separate from all of its
other records and databases. Contractor shall not place, input, match, insert or intermingle, nor shall it
permit any person to place, input, match, insert or intermingle, any data or records in any form whatsoever
into or with any records or database containing any such Personal Information.
Contractor shall ensure that access to Personal Information is restricted to those Contractor Representatives
who have a need to know it and who have been specifically authorized to have such access for the purpose
of providing the services and for whom a Full Criminal Record (FCR) clearance has been obtained.
Notwithstanding anything to the contrary in this Agreement, prior to providing access to any Personal
Information to any individuals who are not employees of Contractor or Contractor Representatives,
Contractor shall inform each of those individuals of the confidential nature of the Personal Information and
shall require the respective individuals, in its agreement with the individuals, not to disclose the
information to any Person. In addition, Contractor shall require each Contractor Representative who is an
23
individual to whom any of the Personal Information will be provided to agree, in writing, to be bound by
the covenants of Contractor hereunder with respect to the Personal Information.
Contractor shall make its Contractor Representatives aware of the requirements of FIPPA and of the
importance of maintaining the privacy and security of personal information through on-going staff training
and communication. Contractor shall ensure Contractor Representatives make their employees aware of the
requirements of FIPPA and of the importance of maintaining the privacy and security of personal
information through on-going staff training and communication. Contractor shall ensure that Contractor
Representatives are subject to the same controls as set out in this Article 9 and otherwise in this Agreement
including, without limitation, in respect of security, audit, and notification procedures.
Contractor shall ensure the security and integrity of Personal Information and shall protect it against loss,
alteration and destruction and against access by unauthorized Persons, and shall select, implement, use and
maintain the most appropriate products, tools, measures and procedures to do so. Contractor shall have in
place, prior to execution of this Agreement, physical and electronic security measures to ensure security
and integrity of the Personal Information and the Confidential Information, including security against
unauthorized disclosures, access and use, including but not limited to, firewalls, encryption and other
privacy enhancing technologies. Ministry reserves the right to require Contractor to implement other
specific security measures that, in the reasonable opinion of Ministry, would improve the adequacy and
effectiveness of Contractor's measures to ensure the security and integrity of Personal Information,
provided that if Contractor can demonstrate to Ministry's reasonable satisfaction that (i) the other security
measures exceed the security measures previously required to be implemented by Contractor under this
Agreement, and (ii) the other specific security measures would result in additional costs to Contractor,
Contractor may submit a claim for costs under the Change Management Procedures.
Contractor shall implement automated auditing and control systems to record the identity of persons
accessing, viewing, altering, deleting or using Personal Information or Confidential Information, or
attempting to do so, which systems must be able to record the date and time of any such actions and must
flag unauthorized attempts. Contractor shall have in place a process for advising Ministry of such
unauthorized access attempts.
Contractor shall ensure that the design of the system incorporates mechanisms to comply with Ministry
notice requirements under FIPPA.
9.8
Security Violations
Contractor shall immediately report to Ministry, upon becoming aware, of any security violations or
attempted security violations or any unauthorized use or access of Personal Information and/or Confidential
Information, or any security violation or attempted violations or any unauthorized use or access at any sites
at which the Personal Information or Confidential Information is accessed, operated or maintained by or on
behalf of Contractor.
9.9
Extraterritorial Measures
Contractor shall implement technological systems and processes to ensure that all information constituting
Personal Information remain within Canada. Contractor shall ensure that all Personal Information is stored,
maintained and processed only in Canada, including all electronic files, back-up tapes and hardcopy
versions of information. Contractor shall obtain prior written consent of Ministry before any such
information can be stored, maintained, or processed outside of Canada.
Contractor shall ensure that Records containing Personal Information or Confidential Information are
always in the sole custody of, and accessible only by (i) the Ontario Government; (ii) Service Providers;
and (iii) Contractor and Contractor Representatives for the purpose expressly authorized in this Article 9
and in accordance with the requirements in this Agreement.
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9.10
Acknowledgement of MFIPPA by Contractor

Contractor acknowledges and agrees that information provided by Service Providers, but for the Greater
Toronto Transit Authority, is governed by MFIPPA. Contractor acknowledges and agrees that information
provided by the Greater Toronto Transit Authority, is governed by FIPPA. The foregoing obligations of
Contractor in this Article 9 also apply to information provided by Service Providers.
9.11
Survival
The provisions of this Article 9 shall survive the expiration or termination of this Agreement.
ARTICLE 10
INTELLECTUAL PROPERTY
10.1
General Ministry Ownership and Control
(a)
Subject to the licence and sublicense rights granted under this Agreement, as between the Ministry Group
and the Contractor Group, the Ministry Group owns or controls, and shall continue to own or control, all
rights, title and interests in and to all components of the GTA Open Interface Standard; all other
components of the Ontario Materials; all Ontario Data; all other parts of the Confidential Information, but
for Confidential Information owned by Contractor and Contractor Representatives; all Special Works; all
improvements and modifications to any or all of the above and all Intellectual Property Rights to all of the
above (collectively, the Ministry Group Intellectual Property). Third-Party Ontario Materials shall be
owned and controlled by respective third parties. For the avoidance of doubt, Ministry Group Intellectual
Property does not include any Contractor Group Provided Intellectual Property, as defined herein, including
but not limited to any derivative intellectual property or any modification to any intellectual property
supplied by Contractor or any member of the Contractor Group, provided that under no circumstances shall
such Contractor Group Provided Intellectual Property which may be embedded in the GTA Open Interface
Standard be used to contravene the provisions of subsection 10.1(b) immediately below.
(b)
Under no circumstances shall Contractor or Contractor Representatives: (i) assert, or attempt to assert, in
any way any rights over Ministry Group Intellectual Property other than those expressly set out in this
Agreement; (ii) use Ministry Group Intellectual Property in Competitive Commercialization against
Ministry or the Broader Public Sector; or (iii) impair, or attempt to impair, Ministrys objectives of open
access with respect to the GTA Open Interface Standard.
10.2
General Contractor or Contractor Representatives Ownership and Control

(a)
Subject to the licence and sublicense rights granted under this Agreement, as between Contractor
Group and the Ministry Group, Contractor Group owns or controls and shall continue to own or
control, all rights, title and interests in and to the Custom-Developed Software, the Licensed
Development Tools, all other Proprietary Supplier Materials, all other Contractor Platform
Software and materials, all improvements and modifications to any or all of the above and all
Intellectual Property Rights to all of the above (collectively, the Contractor Group Provided
Intellectual Property). All Contractor Group Provided Intellectual Property that is identifiable
during Final Design Review shall be itemized in Schedule F, with the exception of Confidential
Information of Contractor or any member of Contractor Group which in and of itself does not
form a materially identifiable component of the Deliverable such as know-how or show-how and
which, therefore, cannot reasonably be itemized, but which will form part of the background
development capability of Contractor. Schedule F shall be provided by Contractor in accordance
with the Final Project Schedule and shall be updated thereafter from time to time as further
Contractor Group Provided Intellectual Property is identified. All listed Software shall be tagged
as COTS Software or Non-COTS Software, as defined in this Agreement.
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(b)
Contractor shall be responsible under this Agreement for entering into, and fully maintaining at all
times during the Term of this Agreement, licenses with all Subcontractors (the Subcontractor
Licenses) for all Software of each such Subcontractor, under which:
(i)
Contractor shall have and shall exercise the rights to use all of the Software of
Subcontractor for all purposes necessary to develop, integrate, implement and operate the GTA
Fare System, including, but not limited to the Central System which shall be run at a Contractor
owned or controlled location in Ontario, such location to be determined from time to time by
mutual agreement of Ministry and Contractor.
(ii)
Contractor shall have and shall exercise its rights to provide to the Ministry Group and
members of the public, rights to access any and all parts of the GTA Fare System for all
operational purposes within the geographical territory of Ontario, in accordance with the GTA
Fare System Technical Specifications.
(iii)
Contractor shall be enabled, by way of the escrow agreement for the Non-COTS
Software Source Materials specified in Section 10.5 below, to use and access, for all development,
maintenance and support purposes necessary to the fulfillment of all functions of the GTA Fare
System, any and all parts of any Subcontractors Non-COTS Software Source Materials which
such Subcontractor is unable or unwilling to maintain and support and which, as a consequence,
places Contractor in a default of this Agreement which gives rise to Ministrys right of termination
of this Agreement.
(iv)
Contractor shall have and shall exercise the right to grant sublicenses to Ministry for all
of Contractors rights under subsections 10.2(b)(i) through (iii) immediately above. All such
sublicenses will survive termination of the license between Contractor and Subcontractor and/or
termination of this Agreement between Ministry and Contractor.
Immediately upon execution of this Agreement, Contractor shall provide to Ministry certificates
from each and every Subcontractor stating that Contractor has been granted all of the above rights
by the Subcontractor for all its Non-COTS Software listed, or to be listed in Schedule F
(Certificates). Failure to deliver any or all such Certificates from all Subcontractors shall place
Contractor in default of this Agreement.
(c)
10.3
Contractor shall be responsible under this Agreement for entering into and fully maintaining,
during the currency of any Subcontractor Licenses (which, for greater certainty, shall be the Term
of this Agreement), all related maintenance and support agreements with each Subcontractor for
that Subcontractors licensed Software, and all such agreements shall be made assignable to
Ministry and Designated Persons on Ministrys written direction to Contractor and the applicable
Subcontractor.
Rights and Waivers Granted to Ministry

Contractor hereby grants to Ministry and Designated Persons, for the Term of this Agreement, at no costs
other than those expressly specified in this Agreement, (i) non-exclusive, irrevocable licences to all of
Contractor Group Provided Intellectual Property, including, but not limited to COTS and Non-COTS
Software, and (ii) non-exclusive, irrevocable sublicenses to all of the Contractor Group Provided
Intellectual Property belonging to Subcontractors, including, but not limited to COTS and Non-COTS
Software, for all of the purposes specified in subsection 10.2(b) above, provided that, except for such rights
to Software which is in the care and control of the Ministry Group for operational purposes in the normal
course (such as field equipment), Ministry and Designated Persons shall only exercise their sublicensee
rights pursuant to subsection 10.2(b) if:
26
(i)
there is a Contractor Terminable Default giving rise to Ministrys rights of termination hereunder;
(ii)
Ministry has given notice to Contractor of its intention to terminate this Agreement; and
(iii)
the applicable Subcontractor has not agreed in writing, within ten (10) days after receipt of written
notice from Ministry, to maintain and support its Non-COTS Software directly for Ministry in
accordance with all of the terms and conditions of its support and maintenance agreement with
Contractor.
It is a fundamental term and condition of this Agreement that Contractor shall ensure at all times during the
Term of this Agreement that: (i) it has all such rights and authorities as are necessary to make the grants of
rights in this Section on behalf of all members of the Contractor Group and that under no circumstance
shall it include, in any Deliverable, any Intellectual Property to which Contractor does not have all rights
necessary to include it in the licenses granted by Contractor to Ministry hereunder; (ii) it has caused and
shall continue to cause all members of the Contractor Group to meet and continue to meet all of the
software escrow obligations set out in Section 10.5 below; and (iii) it has obtained from all applicable
members of the Contractor Group, or from any Person in a position to assert moral rights (as those rights
are defined in the Copyright Act (Canada)), written waivers of all rights of integrity and all moral rights in
relation to all Software components of Contractor Provided Intellectual Property, which waivers may be
enforced by Ministry or its Successors, or any Designated Persons, as applicable, without restriction in
pursuit of their rights under this Agreement.
10.4
Rights and Waivers Granted to Contractor

Ministry, on behalf of itself and all Designated Persons, hereby grants to Contractor a non-exclusive,
royalty free licence for the Initial Term, any Renewal Period and Transition Out Period to use the Ministry
Group Intellectual Property and to exercise all necessary Intellectual Property Rights therein for any and all
purposes reasonably necessary to fulfill Contractors obligations and responsibilities under this Agreement,
including but not limited to the development, operation and maintenance of the GTA Fare System. This
licence includes the right to sub-licence to Contractor Representatives, but strictly and only as necessary to
enable them to fulfill their particular obligations to Contractor hereunder.
10.5
Rights on Default
Ministry and Contractor each acknowledge that, notwithstanding Contractors license rights and Ministrys
and Designated Persons sublicense rights to the Non-COTS Software Source Materials of each
Subcontractor, Ministry, Designated Persons and Contractor shall only need to access and use those Source
Materials of any such Subcontractor to continue to operate, maintain, develop and improve the GTA Fare
System in the event that the applicable Subcontractor is unable or unwilling to fulfill its obligations
hereunder. Therefore, to balance the legitimate interests of each of Ministry, Designated Persons,
Contractor and Subcontractor, Ministry and Contractor agree that, concurrently with the execution of this
Agreement, (i) they shall enter into a software escrow agreement with respect to Contractors own NonCOTS Software, and (ii) Contractor and each Subcontractor shall enter into separate Software escrow
agreements with Contractor, Ministry and Designated Persons as named beneficiaries thereunder. The
Source Material escrow agreements shall be made with a nationally recognized escrow agent, in accordance
with industry standards, under which all of the Non-COTS Software Source Materials shall be held by the
escrow agents and made accessible only to Contractor or Ministry and Designated Persons, and used in
accordance with the licence restrictions set out above. Contractor acknowledges and agrees that Ministry or
Designated Persons may further license or sub-licence its or their rights hereunder, as required, to qualified
third-party suppliers, provided that such third party suppliers have entered into confidentiality and noncompete agreements which protect Contractor Groups Intellectual Property Rights. The Software escrow
agreements referenced herein shall be incorporated into this Agreement by reference as Schedule J.
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10.6
Use of Personal Knowledge

Each Party understands and agrees that the Personnel of members of the Contractor Group and the Ministry
Group, in the course of this Agreement, may acquire Personal Knowledge. Subject to Article 8 and Article
9 and any other statute under which the Ministry Group has the discretion or obligation not to disclose any
records or other information, the use of such Personal Knowledge by Personnel of Contractor Group or of
the Ministry Group in the ordinary course of their employment, does not constitute a breach of this
Agreement; provided, however, that nothing in this Section grants to any Party, or Personnel, the right to
obtain any rights which impair or restrict any pre-existing Intellectual Property Rights in Ministry Group
Intellectual Property or Contractor Group Provided Intellectual Property, including, but not limited to a
patent in respect of any such Personal Knowledge.
10.7
Survival
The provisions of this Article 10 shall survive the expiration or termination of this Agreement.
ARTICLE 11
INTENTIONALLY DELETED (EQUIPMENT TERMS AND CONDITIONS)
ARTICLE 12
GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS
12.1
Ministry
Ministry covenants and agrees with and represents and warrants as follows to Contractor and acknowledges
and confirms that Contractor is relying on such covenants, agreements, representations and warranties:
(a)
Ministry has full rights, and authority to execute this Agreement and to perform its obligations
hereunder;
(b)
neither the execution, nor delivery of this Agreement, nor the consummation of the transactions
contemplated herein, nor compliance with nor performance of the provisions of this Agreement,
shall:
(i)
conflict with, or result in a breach of, or constitute a default under any agreement or
instrument, written or oral, to which Ministry is a party or by which it is bound, or
(ii)
require that it obtain any further consent, approval or action of any other person, entity or
organization;
(c)
Ministry shall use the Deliverables in accordance with all applicable Laws and Regulations to
which Ministry is subject;
(d)
in exercising its powers and discharging its obligations and duties under this Agreement, Ministry
shall at all times act honestly and in good faith;
(e)
Ministry has been fully authorized and appointed by Service Providers to act as agent for them for
the purpose of entering into this Agreement and in relation to the Deliverables described herein;
and
(f)
this Agreement constitutes a legally valid and binding obligation of Ministry enforceable against
Ministry in accordance with its terms.
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12.2
Contractor
Contractor covenants and agrees with and represents and warrants as follows to Ministry and acknowledges
and confirms that Ministry is relying on such covenants, agreements, representations and warranties (as
well as the warranties set out elsewhere in this Agreement:
(a)
Contractor is a corporation that is validly existing under the laws of Ontario and Contractor has
all necessary corporate power, authority and capacity to enter into this Agreement and to perform
its obligations hereunder; the entering into of this Agreement by Contractor and the performance
of its obligations hereunder has been authorized by all necessary corporate action;
(b)
neither the execution nor delivery of this Agreement, nor the consummation of the transactions
contemplated herein nor compliance with nor performance of the provisions of this Agreement
shall:
(i)
conflict with, or result in a breach of or constitute a default under any agreement or
instrument, written or oral, to which it is a party or by which it is bound, or
(ii)
require Contractor to obtain any consent, approval or action of any other persons or
entities and any such required approval has been obtained as of the Effective Date;
(c)
this Agreement constitutes a legally valid and binding obligation of Contractor enforceable against
it in accordance with its terms, subject only to applicable bankruptcy, insolvency and other similar
laws affecting the enforceability of the rights of creditors generally, the general principles of
equity and that equitable remedies such as specific performance and injunction are available only
in the discretion of a court;
(d)
Contractor shall perform, and require its Contractor Representatives to perform, or provide all
Deliverables in a professional and workmanlike manner by duly competent and trained individuals
that have the requisite experience to provide the Work, and in accordance with all best practices as
may be defined or otherwise acknowledged by the IT service industry from time to time and which
are described in Contractors Proposal and at such Service Levels as are set out in the applicable
Module Appendices and the GTA Fare System Technical Specifications;
(e)
all Deliverables shall be free of all material errors due to faulty design or workmanship and the
media on which the Deliverables are contained shall be free of defects in materials and
workmanship. All Deliverables shall have, and shall continue to comply with, in all material
respects, the qualities, functions and features described in the associated written specifications set
out in: (i) the applicable Module Appendix or elsewhere in this Agreement; (ii) Final Design
Review; (iii) the GTA Fare System Technical Specifications; and (iv) any Change Order or
Variance agreed to by the Parties. Nothing in this subsection (e) shall operate or be construed,
however, as to restrict, lessen or derogate from, in any way, Contractors obligation to strictly
comply with the Service Levels. If, during the Term of this Agreement, the Deliverables fail to
conform in all material respects to Final Design Review or the GTA Fare System Technical
Specifications or if defects in materials and workmanship exist on the media on which the
Deliverables are contained, Contractor shall, as applicable, either replace the defective
Deliverables without charge to Ministry or Service Provider or attempt to correct defects at the
same levels of effort as specified in Final Design Review or the GTA Fare System Technical
Specifications. Until the material defects in the Deliverables or the media in which the
Deliverables are contained are corrected, all support or maintenance fee payments for the
applicable Deliverable shall be dealt with in accordance with Section 14.5 below;
(f)
each Deliverable has been priced on the basis of its own fair market value, to the best of
Contractors ability;
29
(g)
Contractor shall continue to comply with all applicable Laws and Regulations to which Contractor
is subject, which are in any way related to or connected with the conduct of the business of
Contractor, the Deliverables or this Agreement;
(h)
Contractor shall provide the Deliverables to Ministry in accordance with the terms and conditions
provided herein;
(i)
in exercising its powers and discharging its obligations and duties under this Agreement,
Contractor shall at all times act honestly and in good faith;
(j)
the Deliverables or their use do not and shall not in any way infringe or otherwise violate the
Intellectual Property Rights or other proprietary rights of any Person and Ministry and Service
Providers shall continue to have quiet use and enjoyment of same;
(k)
there is no existing, pending or threatened litigation or other Proceeding before any court,
arbitrator, or governmental or administrative body that affects the validity or enforceability of this
Agreement or that, to the best of its knowledge having taken all reasonable steps therefor, would
have an effect on Contractors ability to perform its obligations hereunder; and
(l)
Virus Warranty.
(i)
Contractor shall immediately give notice to Ministry if any computer viruses, disabling
code (i.e. computer Software code that, if invoked, would have the effect of disabling or otherwise
shutting down all or any portion of the Software), time bombs (i.e., disabling code that is
automatically invoked at a pre-set), trap doors or Trojan horses (i.e., computer Software code
that, if invoked, would subvert or circumvent any security features of the Software),
undocumented features, or similar items (any such item, a Virus) are or may be contained in the
Software provided by Contractor pursuant to this Agreement. The notice shall contain sufficient
information to identify and locate the Virus, and shall describe the operation and effects of the
Virus and the steps to be taken to remove the Virus from the Software. In addition, without
Ministrys prior written consent, which consent Ministry may withhold in its sole discretion,
Contractor shall not, for any reason or at any time (either during or after the Initial Term and any
Renewal Term of this Agreement), invoke or otherwise use any disabling code that may be
contained in the Software.
(ii)
All Software or Software media in use in the GTA Fare System, either by Contractor
directly or by a third party pursuant to this Agreement, shall be free of Viruses.
(iii)
Immediately prior to providing the Software or Software media for use in the GTA Fare
System, Contractor shall check it to ensure that it is free from Viruses.
(iv)
In the event that a Virus is found in the Software or Software media, and without
prejudice to any other rights or remedies of Ministry, Contractor shall at its own expense either
immediately remove the Virus from the Software or Software Media and shall remedy the
situation to the satisfaction of Ministry.
12.3
Manufacturers Warranty
Contractor shall cause all manufacturers warranties and guaranties provided with respect to any goods or
services to be given directly in favour of Ministry, when permitted by the manufacturer, or shall assign all
rights Contractor shall have against the manufacturer for breach of warranty or other representation to the
extent same are assignable, provided that absence of approval from manufacturer or non-assignability shall
not invalidate or otherwise diminish Contractors warranty obligations to Ministry under this Agreement.
30
12.4
Continuing Effect of Representations and Warranties

Each of the Parties hereto agrees that its respective covenants, representations and warranties contained in
this Article 12 are continuing covenants, representations and warranties, and shall apply and be true and
correct at all times during the Initial Term and any Renewal Term.
ARTICLE 13
INTENTIONALLY DELETED (GENERAL SYSTEM AND SOFTWARE WARRANTIES)
ARTICLE 14
TERMINATION AND REMEDIES
14.1
Ministry Terminable Default

The occurrence of any one or more of the following shall constitute a Ministry Terminable Default:
14.2
(a)
delay by Ministry in providing its obligations to Contractor pursuant to Schedule I, Sections 1 to

5, such that Contractor is materially impeded from fulfilling its obligations under this Agreement,
where such delay continues uncured for a period of ninety (90) days after the date of receipt by
Ministry of notice thereof from Contractor (with reasonable particulars of the delay and the
consequential impact on Contractor), or such longer period as the parties, acting reasonable, may
agree to;
(b)
failure by Ministry to pay to Contractor amounts owing (that are not disputed by Ministry),
pursuant to Schedule I, Section 6, within the timeframes in accordance with the terms and
conditions specified in this Agreement, if such failure to pay occurs three (3) times in any twelve
(12) month period; or
(c)
material breach by Ministry of Ministrys confidentiality, security or privacy obligations set out in
this Agreement where such breach, if capable of being cured, is not cured within thirty (30) days
of receipt of notice thereof (such notice to include particulars of the breach in reasonable detail),
or repeated breach by Ministry of any one or more of the confidentiality, security or privacy
obligations at any time during the Term.
Contractor Remedies
Upon occurrence of a Ministry Terminable Default, Contractor may initiate Termination Proceedings,
unless such Ministry Terminable Default was directly attributable to acts or omissions of Contractor. For
breach by Ministry of any of the Ministry Obligations other than those specified in Section 14.1 above,
Contractors sole remedy shall be to seek recovery of direct damages. Without limiting the generality of
the foregoing, direct damages shall include auditable and verifiable costs directly flowing from a delay by
Ministry which is unreasonable in the circumstances, but which does not constitute Ministry Terminable
Default pursuant to subsection 14.1(a).
14.3
Contractor Terminable Default

The occurrence of any one or more of the following shall constitute a Contractor Terminable Default:
(a)
breach of any representation, warranty or covenant made by Contractor in this Agreement where
such breach, if capable of being cured, continues uncured for a period of thirty (30) days following
receipt of notice thereof by Ministry (such notice to include particulars of the breach in reasonable
detail), or repeated breach of any one or more of the representations, warranties or covenants made
by Contractor in this Agreement;
(b)
failure by Contractor to maintain Business Continuity as follows:
31
(i)
any failure in Business Continuity that continues for more than five (5) successive days;
(ii)
seven (7) or more failures to maintain Business Continuity (for any length of time) in any
month; or
(iii)
fifteen (15) or more failures to maintain Business Continuity (for any length of time) in
any three consecutive months;
(c)
failure by Contractor to maintain insurance in accordance with Article 7 of this Agreement where
such failure, if capable of being cured, continues uncured for thirty (30) days following receipt of
notice thereof by Ministry;
(d)
failure by Contractor to maintain the Performance and Labour and Materials Payment Bonds in
accordance with Article 7 of this Agreement where such failure, if capable of being cured,
continues uncured for thirty (30) days following receipt of notice thereof by Ministry;
(e)
appointment of a trustee, receiver, receiver and manager, interim receiver, custodian, liquidator,
provisional liquidator, agent for a secured creditor or other Person with similar powers in respect
of Contractor or in respect of all or a substantial portion of the property or assets of Contractor
where such appointment has a material adverse effect on Contractors ability to fulfill its
obligations hereunder;
(f)
Contractor becomes insolvent, admits its inability to pay or fails to pay its debts generally as they
become due, acknowledges its insolvency, makes an assignment in bankruptcy or any other
assignment for the benefit of creditors generally, or files any proposal, notice of intention or
petition or otherwise commences or consents to or acquiesces in the commencement of any
Proceeding seeking any reorganization, arrangement, compromise, composition, compounding,
extension of time, moratorium or adjustment of some or all of the liabilities of Contractor under
the Companies Creditors Arrangement Act (Canada), the Bankruptcy and Insolvency Act
(Canada), or the Winding-up and Restructuring Act (Canada) or any other bankruptcy, insolvency,
moratorium, reorganization or analogous law of any applicable jurisdiction, where such
Proceeding is not stayed or vacated within thirty (30) days of its commencement, or applies for,
consents to or acquiesces in the appointment in any manner (judicially or extra-judicially) of a
trustee, receiver, receiver and manager, interim receiver, custodian, liquidator, provisional
liquidator, agent for a secured creditor or other Person with similar powers in respect of Contractor
or in respect of all or a substantial portion of the property or assets of Contractor;
(g)
(i) breach by Contractor or any Contractor Representative of any of the confidentiality, security or
privacy obligations set out in this Agreement where such breach, if capable of being cured, is not
cured within thirty (30) days of receipt of notice thereof (such notice to include particulars of the
breach in reasonable detail), (ii) any such breach which Ministry, acting reasonably, determines is
incurable, or (iii) repeated breach by Contractor or any Contractor Representative of any one or
more of the confidentiality, security or privacy obligations at any time during the Term. For
avoidance of doubt, if Ministry determines, acting reasonably, that the breach cannot be cured,
then the occurrence of the breach will constitute a Contractor Terminable Default;
(h)
Contractor does not successfully complete the Launch 1 System in accordance with this
Agreement;
(i)
Contractor does not complete the Project Blueprint within the specified time frames, which failure
continues uncured for a period of thirty (30) days following notice thereof (giving particulars of
the breach in reasonable detail) from Ministry to Contractor;
32
(j)
14.4
Contractor fails to correct an infringement or alleged infringement of third party Intellectual

Property Rights pursuant to Section 15.7 below.
Ministry Remedies for Contractor Terminable Default

In the event of Contractor Terminable Default, Ministry may terminate this Agreement or any Module of
Deliverables without further notice, unless such Contractor Terminable Default was directly attributable to
acts or omissions of Ministry.
14.5
Ministry Remedies for Contractor Failure to Meet Deliverables Standards

Contractor acknowledges and confirms that the timely performance of obligations and the adherence to
Service Levels under this Agreement are critical. If Contractor does not perform its obligations in
accordance with the specifications herein, Ministry may enforce the following remedies, subject to any
specific provisions agreed to in the Service Level Agreement. The following remedies shall apply up to the
point that Ministry elects to terminate this Agreement on grounds that Contractors failure to perform
constitutes a Contractor Terminable Default pursuant to subsection 14.3, and shall continue to apply in the
event Ministry elects not to terminate or to defer termination of this Agreement notwithstanding that
Contractors non-performance constitutes Contractor Terminable Default. For avoidance of doubt,
Ministrys decision to extend the time to successfully complete the Launch 1 System under this Section
14.5 shall in no way prejudice Ministrys rights to subsequently terminate this Agreement under Section
14.4.
(a)
Remedies for Late Delivery of Launch 1a

(i)
If the Launch 1a System is successfully completed and accepted between one (1) and
thirty (30) calendar days later than the originally scheduled Launch 1a Demonstration Date, then
ninety percent (90%) of the total amounts invoiced for Launch 1a will be payable within thirty
(30) days of Ministrys receipt of a proper invoice from Contractor. The remaining ten percent
(10%) of invoice amounts will not be paid.
(ii)
If the Launch 1a System is successfully completed and accepted between thirty-one (31)
and sixty (60) calendar days later than the originally scheduled Launch 1a Demonstration Date,
then eighty percent (80%) of the total amounts invoiced for Launch 1a will be payable within
thirty (30) days of Ministrys receipt of a proper invoice from Contractor. The remaining twenty
percent (20%) of invoice amounts will not be paid.
(iii)
If the Launch 1a System is successfully completed and accepted between sixty-one (61)
and ninety (90) calendar days later than the originally scheduled Launch 1a Demonstration Date,
then seventy percent (70%) of the total amounts invoiced for Launch 1a will be payable within
thirty (30) days of Ministrys receipt of a proper invoice from Contractor. The remaining thirty
percent (30%) of invoice amounts will not be paid.
(iv)
If the Launch 1a System is not successfully completed and accepted within ninety-one
(91) calendar days following the originally scheduled Launch 1a Demonstration Date, then
Contractor will not be paid for any services or work delivered as part of its Launch 1a solution,
unless Ministry elects, in its sole discretion, to continue with Launch 1a from this point, in which
case only fifty percent (50%) of the amounts invoiced will be paid.
(b)
Remedies for Non-Performance of Service-Related Deliverables

(i)
With respect to all on-going service-related Deliverables, excluding services with respect
to the Central System, for each month that the performance of any such Deliverable remains
outstanding, a percentage of the payment owing with respect to such Deliverable, according to the
33
following escalating schedule shall be deducted by Ministry or Service Provider, as applicable: in

the first month, three percent (3%); in the second consecutive month, six percent (6%); and in the
third consecutive month, and every month thereafter, twelve percent (12%); and
(ii)
With respect to all on-going service-related Deliverables pertaining to the operation of
the Central System, for each month that the performance of any such service Deliverable remains
outstanding, Ministry shall deduct three percent (3%) of the total price of such service Deliverable
to be provided.
(c)
Intentionally Deleted
(d)
Shortfall
In the event the deductions provided for herein does not fully cover the out of pocket costs directly
incurred by Ministry or a Service Provider to mitigate the consequences to Ministry and Service
Provider's business of Contractor's non-performance, Contractor shall be liable to Ministry and
Service Provider for the shortfall. Such costs shall be auditable, verifiable and reasonable.
The provisions of this Section 14.5 (b) and (d) shall be interpreted and applied in accordance with specific
measurement criteria and compensation amounts set out in the Service Level Agreement developed
pursuant to Module Appendix L.
14.6
Termination for Convenience

Ministry may, in its sole discretion, without liability and without prejudice to any other rights or remedies
under this Agreement or at law or in equity, terminate this Agreement at any time upon giving at least one
hundred and twenty (120) days prior written notice to Contractor. Should Ministry terminate this
Agreement pursuant to this Section, Ministry shall compensate Contractor for any damages suffered by
Contractor as a direct result of the early termination under this Section 14.6 provided the amount required
to be paid by Ministry does not exceed an amount equal to the aggregate of:
(a)
all sums due to Contractor for Deliverables actually provided by, or on behalf of, Contractor up to
the date specified in the termination notice for delivery of the Deliverables;
(b)
out-of-pocket direct costs reasonably required to be incurred by Contractor as a direct result of the
termination under this subsection to the extent that (i) such costs would not have been incurred if
the termination had not occurred, (ii) Contractor has taken commercially reasonable steps to
mitigate those costs, and (iii) Contractor is able to submit documentation to Ministry verifying that
such costs have actually been incurred; and
(c)
early termination costs calculated in accordance with the Dispute Resolution Process set out in
Article 18.
Other than as set out in subsections 14.6(a) and (b) and (c) Ministry shall have no further liability to
Contractor with respect to exercising its early termination right under this Section 14.6. For avoidance of
doubt, this Agreement shall continue until the expiration of the Transition Out Period, if the Transition Out
Services are requested by Ministry in accordance with the terms herein.
14.7
Procedure Upon Termination

(a)
If Ministry terminates this Agreement or the provision of certain Deliverables or Module of

Deliverables pursuant to Section 14.4 (Ministry Remedies for Contractor Terminable Default),
then:
34
(i)
Ministry shall have the right to reimbursement of verifiable Ministry termination-related
costs, including, without limitation, (1) all costs associated with re-tendering for such terminated
Deliverables, (2) the Transition Out Services in accordance with Module Appendix J, and (3) any
additional cost to Ministry in respect of any price differential between Deliverables provided by
Contractor and Deliverables that shall be provided by the new contractor. In this regard, Ministry
shall be entitled but not obligated to exercise its rights under the Performance Bond or Labour and
Materials Payment Bond, as applicable, specified in subsection 7.2(b) and (c). The exercise of
these rights shall not in any way diminish the rights as specified in Section 7.8.
(ii)
Ministry shall, within three hundred and sixty-five (365) calendar days after the
termination date, provide to Contractor a detailed breakdown of such Ministry termination-related
costs under subsection (iii) below. Notwithstanding the foregoing, with respect to any price
differentials, Ministry shall give notice to Contractor as soon as reasonable under the
circumstances, and shall then draw on the Performance Bond or Labour and Materials Payment
Bond, as applicable.
(iii)
Contractor shall:
(1)
reimburse Ministry for Ministry termination-related costs set out in the cost
breakdown provided in accordance with subsection (i) above; and
(2)
Contractor shall pay to Ministry the amounts within sixty (60) days after the
date of receipt of the detailed cost breakdown.
(b)
In the event of termination or expiration of this Agreement for any reason, the following shall
apply:
(i)
any termination or expiration of this Agreement shall not affect any obligations or
liabilities of either Party that:
(1)
have accrued under this Agreement prior to such termination or expiration; or
(2)
arise thereafter under any provision of this Agreement that survives such
termination or expiration.
(ii)
Contractor acknowledges and agrees that orderly transition forms an integral component
of the termination/expiration provisions of this Agreement. For the Transition Out Period,
Contractor shall, acting reasonably, ensure that the effect of such termination/expiration on the
operations, in whole or in part of Ministry and Service Provider, is minimal, and in particular, any
disruption in any obligations to be performed by Contractor under this Agreement is minimal.
Without limitation to the foregoing, orderly transition requires that there be (i) no significant harm
or prejudice to Ministry or a Designated Person attributable to Contractor or Contractor
Representative; (ii) continuation of all performance standards and Service Levels; (iii) no
disruption to revenue collection attributable to Contractor or Contractor Representative; and (iv)
no material costs to Ministry or a Designated Person attributable to Contractor or Contractor
Representative. Where Ministry requests that Transition Out Services be provided by Contractor,
Contractor shall provide such services in accordance with Module Appendix J (Contract
Transition Out Services) and Final Design Review.
(iii)
Upon the termination or expiration of this Agreement and subject always to Contractors
obligations to provide Transition Out Services:
(1)
Contractor shall be required to deliver to Ministry all Personal Information and
Confidential Information, information specifically created for and related to the Project,
35
and any copies of such information unless specifically permitted otherwise in this
Agreement;
(2)
Contractor shall immediately cease to be (and shall immediately cease to
represent itself to be) authorized to provide the Deliverables; and Contractor shall cease
to provide, and shall cause all Contractor Representatives to immediately cease to
provide, the Deliverables, effective as of the termination or expiration of this Agreement;
and
(3)
Contractor shall ensure that Ministry or its Designated Persons have all required
licences and relevant Deliverables for use of all components of the GTA Fare System to
enable Ministry to continue to use the GTA Fare System, including in accordance with
Section 10.3 above.
ARTICLE 15
15.1
RISK MANAGEMENT PROVISIONS
No Indirect Damages
Except as otherwise expressly provided in Section 15.4, neither Party including, in the case of Ministry, the
Ministry Group or any member thereof, shall be liable to the other Party for any consequential or indirect
damages resulting from or arising in connection with this Agreement or the provision or use of the services
or the provision or use of any Deliverables, including, without limitation, loss of revenues, even if such
Party has been advised of the possibility of such damages by such other Party. For purposes of clarity, the
Parties acknowledge that any damages awarded by a court of competent jurisdiction against a Party as a
result of a third party claim for personal injury or tangible personal or property damage against such Party
(resulting solely because of the acts or omissions of the other Party to this Agreement) constitutes direct
damages of such Party and shall not be deemed to be a form of indirect damage suffered by such Party.
15.2
Contractor Limitation of Liability to Ministry Group

EXCEPT AS SPECIFICALLY PROVIDED ELSEWHERE IN THIS ARTICLE 15, INCLUDING, BUT
NOT LIMITED TO SECTIONS 15.1 AND 15.4, THE LIMIT ON THE TOTAL CUMULATIVE
LIABILITY OF CONTRACTOR TO THE MINISTRY GROUP, FOR ANY CLAIMS ARISING OUT OF
THIS AGREEMENT SHALL BE FIFTY (50) MILLION DOLLARS IN THE AGGREGATE;
PROVIDED THAT, PERSONAL INJURY (INCLUDING BODILY INJURY) OR DEATH, WHETHER
SUFFERED BY ANY THIRD PARTY OR A MEMBER OF THE MINISTRY GROUP, IS CAPPED AS
FOLLOWS: (i) TEN (10) MILLION DOLLARS PER OCCURRENCE; AND (ii) A TOTAL
AGGREGATE OF FIFTY (50) MILLION DOLLARS OVER EVERY FIVE (5) YEAR PERIOD OF THE
TERM. CONTRACTORS LIABILITY FOR HARM TO RECORDS OR DATA SHALL ONLY APPLY
WITH RESPECT TO RECORDS OR DATA FOR WHICH CONTRACTOR HAS OPERATIONAL
CONTROL
15.3
Ministry Limitation of Liability to Contractor Group

EXCEPT AS SPECIFICALLY PROVIDED ELSEWHERE IN THIS ARTICLE 15, THE LIMIT ON THE
TOTAL CUMULATIVE LIABILITY OF ALL MEMBERS OF THE MINISTRY GROUP TO
CONTRACTOR AND CONTRACTOR REPRESENTATIVES, FOR ANY CLAIMS ARISING OUT OF
OR RELATING TO THIS AGREEMENT SHALL BE ALL OUTSTANDING PAYMENTS OWING
UNDER ALL MODULE APPENDICES OUTSTANDING UNDER THIS AGREEMENT AT THE TIME
THE CLAIM AROSE AND TO WHICH THE CLAIM IS LINKED.
36
15.4
Application of Limitations
THE LIMITATIONS OR EXCLUSIONS OF LIABILITY SET OUT IN THIS ARTICLE 15 DO NOT
APPLY TO: (i) ANY CLAIM ARISING FROM WILFUL MISCONDUCT OR GROSS NEGLIGENCE;
(ii) ANY BREACH OF THE CONFIDENTIALITY OR PRIVACY PROVISIONS SET OUT IN THIS
AGREEMENT; (iii) ANY CLAIM THAT THE SERVICES OR DELIVERABLES INFRINGE ANY
INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY; OR (iv) ANY CLAIMS FOR FRAUD
COMMITTED UNDER THIS AGREEMENT. SUBJECT TO THE FOREGOING, THE LIMITATIONS
SPECIFIED IN THIS ARTICLE 15 SHALL APPLY REGARDLESS OF THE CAUSES OR
CIRCUMSTANCES GIVING RISE TO THE CLAIM, EVEN IF SUCH CLAIM IS BASED ON
BREACH OF CONTRACT, NEGLIGENCE OR OTHER TORT, AND SHALL SURVIVE A
FUNDAMENTAL BREACH OR FAILURE OF ESSENTIAL PURPOSE OF THIS AGREEMENT.
15.5
Rights and Remedies Cumulative

No right or remedy referred to in this Agreement, except if expressly stated as such, is intended to be
exclusive, but each shall be cumulative and in addition to, and not in substitution for, any other right or
remedy referred to herein or now or hereafter existing in equity, at law, by virtue of statute, or otherwise
and each such right and remedy may be exercised by a Party from time to time concurrently or
independently and as often and in such order as the Party may deem expedient.
15.6
INTENTIONALLY DELETED (General Indemnity)
15.7
Intellectual Property Indemnities

Despite any limitations of liability set out elsewhere in this Agreement, Contractor shall defend, indemnify
and hold harmless any and all members of the Ministry Group from and against any and all liability, losses,
costs, damages, expenses, or claims made by any third party, including, in this case, members of the
Contractor Group other than the Contractor, in any way arising from any infringement of that third party
Intellectual Property Rights that results from or is alleged to result from:
(a)
the provision of the Deliverables by Contractor;
(b)
the exercise by Ministry Group members of any rights under this Agreement; or
(c)
the use or disposal by any Ministry Group members of anything supplied by Contractor as a result
of this Agreement.
Notwithstanding the foregoing, Contractor will not have any obligation to indemnify any member of the
Ministry Group against infringement claims to the extent that the infringement claim is based upon: (i)
modifications to Deliverables made by or on behalf of members of the Ministry Group in a manner that
causes the infringement, unless such modification has been approved by Contractor, (ii) use of any item in
combination with any hardware, software or other products or services in a manner that causes the
infringement and where such combination was not within the reasonable contemplation of the Parties given
the intended use of the item, (iii) the failure of a member of the Ministry Group to use corrections or
enhancements to such Deliverables that are made available by Contractor, or (iv) detailed, nondiscretionary designs or specifications provided by members of the Ministry Group to Contractor that
caused such infringement claim.
If any such performance, exercise of rights, use or disposal is held, or is likely, in the reasonable opinion of
Ministry, to be held to constitute an infringement, inducement of infringement or violation of any
Intellectual Property Rights, and such performance, exercise of rights, use or disposal is enjoined or
37
threatened to be enjoined or held or threatened to be held improper by way of declaration, then Contractor
shall, at its expense, either:
(d)
obtain such rights and waivers as are necessary so that such performance, exercise of rights, use or
disposal becomes non-infringing; or
(e)
replace or modify the Deliverables so that the infringing portion no longer infringes (without any
loss of quality or functionality), to Ministrys satisfaction.
Contractor shall make every reasonable effort to correct the situation with minimal effect upon the
operations of the Ministry Group members. If neither of the foregoing alternatives is reasonably available,
Ministry may terminate all or any part of this Agreement without further obligation or liability to
Contractor and without prejudice to any other rights and remedies as may be available to any of the
members of the Ministry Group under this Agreement, or at law or in equity. Contractor shall refund to
Ministry all amounts paid with respect to such infringing Deliverables.
15.8
Confidentiality Indemnification
Contractor agrees at all times to defend, indemnify and hold harmless the members of the Ministry Group
from and against any and all liability, losses, costs, damages, expenses (including all reasonable legal,
expert and consultant fees), causes of action, and Proceedings in any way based upon, occasioned by or
attributable to a breach by Contractor or Contractor Representatives of its obligations under Article 8
(Confidentiality).
15.9
Other Third Party Suit Indemnity

Subject to Section 15.2:
15.10
(a)
Contractor shall defend in the name of and for the Ministry Group, any suit or Proceeding brought
against any member of the Ministry Group to the extent that any such suit or Proceeding is based
upon, occasioned by, or attributable to, any act or omission of Contractor, or any member of the
Contractor Group, in the course of the performance of this Agreement, provided that Contractor is
notified in writing within twenty (20) Business Days of Ministry being notified in writing or
served with any such suit or Proceeding, and that Contractor is given authority, information and
assistance, by Ministry at Contractors expense, to defend same. Ministry may elect to defend any
suit or Proceeding in accordance with the procedure set out in Section 15.10.
(b)
Contractor shall pay all damages, costs and expenses (including all reasonable legal, expert and
consultant fees) finally awarded against, or included in any settlement pre-approved by the
Ministry Group or incurred by the Ministry Group in any suit or Proceeding based on a claim
described in subsection 15.9(a) above, provided that Contractor shall not be responsible for any
settlement of a claim made by the Ministry Group without Contractors prior written consent.
(c)
The provisions of this Section 15.9 shall not affect the provisions in Section 15.7.
Defence
Contractor shall, at its expense, to the extent requested by the Attorney General of Ontario, participate in or
conduct the defence of any Proceedings against any members of the Ministry Group and any negotiations
for their settlement.
Ministry may elect to participate in or conduct the defence of any such Proceedings by notifying Contractor
in writing of such election without prejudice to any other rights or remedies of Ministry under this
Agreement.
38
Each Party participating in the defence shall do so by actively participating with the others counsel. No
settlement shall be entered into by Contractor unless it has obtained the prior written approval of the
Attorney General of Ontario.
If Contractor is requested by the Attorney General of Ontario to participate in or conduct the defence of any
such Proceedings, Ministry agrees to co-operate with and assist Contractor to the fullest extent possible in
the Proceedings and any related settlement negotiations. If Ministry conducts the defence of any such
Proceedings, Contractor agrees to co-operate with and assist Ministry to the fullest extent possible in the
Proceedings and any related settlement negotiations.
15.11
Survival
The provisions of this Article 15 shall survive the termination or expiry of this Agreement.
ARTICLE 16
16.1
GENERAL ASSIGNMENT
General
This Agreement shall be binding on the Parties and their respective successors and permitted assigns. Any
purported assignment in contravention of this Section shall be void.
16.2
Assignment by Contractor
Ministry selected Contractor because of its expertise, reputation and ability to fulfill the requirements of the
Project. Contractor shall not assign or transfer its interest in this Agreement without the prior written
consent of Ministry (which consent may be arbitrarily withheld).
Contractor shall not require Ministrys consent where the Assignment represents an internal restructuring of
Contractor for business reasons which do not affect Ministry or Service Providers or the Project, provided
that such restructuring does not result in the assignment of this Agreement to an entity which does not have
the financial stability or capability to meet all of Contractors obligations hereunder, including, but not
limited to its indemnity and bonding obligations. Contractor will provide written notice thirty (30) days
prior to such internal restructuring.
16.3
Assignment by Ministry
Ministry, acting on its own behalf and as agent, may at any time decide not to participate in the GTA Fare
System and Ministry, acting on its own behalf and as agent, may with at least ninety (90) days prior written
notice to Contractor, and, where required, the consent of Contractor, which shall be given or withheld by
Contractor within the first forty-five (45) days of the ninety (90) day notice period and which, if withheld,
shall be in writing with reasons, assign, in whole or in part, its rights and obligations under this Agreement
to any Person(s) (Assignee(s)) with the financial and technical capability to take on its rights and
obligations under this Agreement, in which case any reference to Ministry set out herein shall be deemed to
include the Assignee(s). If no notification of consent (or non-consent) has been given by Contractor within
the first forty-five (45) days of the ninety (90) day notice period, the consent shall be deemed to have been
given. Ministry shall not require consent of Contractor to assign this Agreement in the following
circumstances: (i) the assignment represents an internal restructuring of Ministry, (ii) the assignment is to
be made to any Successors, or (iii) the assignment is to be made to a private sector entity which cannot
reasonably be construed to be a competitor of Contractor or Subcontractor with respect to the type of
deliverables or services to be provided hereunder.
When the Assignee(s) accept(s) the assignment from Ministry, this Agreement, including those rights of
further assignment, shall be assigned, in whole or in part, to the Assignee(s) who shall succeed to and
become vested with any of the rights, powers, responsibilities, obligations and liabilities of Ministry, acting
39
on its own behalf and as agent, that have been assigned to it, and 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 Assignee(s), this Agreement or, as set out in the assignment,
any part of this Agreement, shall continue in effect for the benefit of the Assignee(s) and all Designated
Persons in respect of any actions taken or omitted to be taken by Ministry, acting on its own behalf and as
agent.
ARTICLE 17
NOTICE
All notices, requests, approvals, consents and other communications (Notices) required or permitted
under this Agreement, other than operational notices or communications required in the course of the
provision of the services, and except as otherwise expressly permitted or required under this Agreement,
shall be in writing to the respective Parties as follows:
(a)
if to Ministry,
Greater Toronto Transit Authority
20 Bay Street, Suite 600
Toronto, ON M5J 2W3
Attention: Managing Director & CEO
Facsimile: (416) 869-1755
Telephone: (416) 869-3600, extension 5501
Electronic Mail: gary.mcneil@gotransit.com
With a copy to:
PRESTO Systems Project Office
Toronto, ON M5J 2W3
Attention: Ernie Wallace, Executive Project Director
Facsimile: (416) 869-1794
Telephone: (416) 869-3600, extension 5112
Electronic Mail: ernie.wallace@gotransit.com
(b)
if to Contractor,
Accenture Inc.
160 Elgin Street, Suite 2100
Ottawa, ON K2P 2P7
Attention: Alden Cuddihey, Partner
Facsimile: (613) 750-5244
Telephone: (613) 750-5263
Electronic Mail: alden.cuddihey@accenture.com
and may be hand delivered, sent by facsimile, electronic mail or other similar form of recorded
transmission or by registered express mail or courier with the capacity to verify receipt of delivery. If hand
delivered, or sent by facsimile, electronic mail or other similar form of recorded transmission, the Party
sending such notice shall e-mail to confirm receipt on the date such notice is transmitted. Any Party may
change its contact information, as set out in this Section, for notification purposes by giving the other
Parties notice of the new contact information and the date upon which it shall become effective in
accordance with the terms of this subsection. A notice shall be deemed to have been received as of the next
Business Day following its transmission pursuant to this Section.
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ARTICLE 18
18.1
DISPUTE RESOLUTION
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.
18.2
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 18 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).
18.3
Negotiation
In the event a Party issues a Dispute Notice to the other Parties, the Authorized Representative 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.
18.4
Mediation
If the Dispute has not been resolved through high-level negotiation as contemplated in Section 18.3, 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
Ministry, acting in good faith, may appoint a mediator and provide the other Parties with written notice of
such appointment. If Ministry fails to appoint a mediator within fifteen (15) Business Days, either Party by
giving notice to the other may move the Dispute to arbitration; provided that arbitration shall only proceed
with the mutual consent of both parties. 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 Agreement. 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 within thirty (30) Business
Days of the appointment of the mediator, the mediator shall provide a written confirmation that the Parties
were unable to resolve the Dispute.
18.5
Further Proceedings
Provided that they act reasonably, any Party may (in this Section, the Complainant), within thirty (30)
Business Days of the delivery of the mediators confirmation that the Parties were unable to resolve their
Dispute, either commence court Proceedings or issue to the other Party (in this Section, the Respondent)
a supplementary Dispute Notice requesting arbitration (Complaint) in accordance with the provisions of
Article 17 (Notice).
The following arbitration procedures will be applicable only if both Parties agree to proceed by way of
arbitration. The arbitration will be conducted by a single arbitrator. The Complaint shall describe with
41
reasonable particularity the subject matter of the Dispute and shall nominate an arbitrator (the Proposed
Arbitrator). The Proposed Arbitrator shall determine the Dispute unless, within ten calendar days of
receipt of the Complaint (the Response Period), the Respondent, by written notice to the Complainant,
objects to the appointment of the Proposed Arbitrator. If, within the Response Period, the Respondent
objects to the appointment of the Proposed Arbitrator and the Complainant and the Respondent do not
otherwise agree on the appointment of an arbitrator, the arbitrator may be appointed by a judge of the
Superior Court of Justice sitting in Toronto upon application of either party. The arbitration will take place
in Toronto, Ontario and will be conducted in English. Except as otherwise provided in this Section 18.5, the
arbitration will be governed by the Arbitration Act, 1991, S.O. 1991, c. 17. Unless the arbitrator otherwise
determines, the fees of the arbitrator and the costs and expenses of the arbitration will be borne and paid
equally by the parties. To the extent not otherwise provided for in this Section 18.5, the procedure to be
followed will be as agreed to by the parties, or, in default of such agreement, as determined by the
arbitrator. Unless the Parties agree otherwise, the decision of the arbitrator shall be final and binding as
between the parties to this Agreement and there shall be no rights of appeal of any kind. Judgement upon
the award, including any interim award, rendered by the arbitrator may be entered in any court having
jurisdiction. The arbitration shall be kept confidential and the existence of the arbitration Proceeding and
any element of it (including but not limited to any pleadings, briefs or other documents submitted and
exchanged and testimony or other oral submissions and any awards made) shall not be disclosed beyond
the arbitrator, the parties, their counsel and any person to whom disclosure is necessary to the conduct of
the Proceeding, except as may be lawfully required in judicial Proceedings relating to the arbitration or
otherwise.
18.6
Performance to Continue
Notwithstanding that a matter has been referred to dispute resolution under the provisions of this Article 18,
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.
18.7
Survival
The provisions of this Article 18 shall survive termination or expiry of this Agreement.
ARTICLE 19
19.1
GENERAL
Entire Agreement
This Agreement, including any Schedule(s), Exhibits attached hereto and Module Appendices made
hereunder, constitutes the entire agreement between the Parties with respect to the subject matter hereof.
This Agreement supersedes any prior agreements, understandings, negotiations and discussions, whether
oral or written, between the Parties, other than Contractors response to the Request for Qualification and
the RFP and neither Party may rely upon any prior understanding, negotiations or discussions in
interpreting this Agreement. In the event there are any inconsistencies between this Master Supply and
Services Agreement and the Schedules or Exhibits, the Master Supply and Services Agreement, together
with Schedule A, shall prevail over the remaining Schedules. Schedule A shall have the same level of
priority as the Master Supply and Services Agreement.
19.2
Amendments
Except as expressly set out in this Agreement, neither this Agreement, nor any term or provision hereof,
including any Module Appendix or document made a part thereof or agreed to in connection therewith,
may be amended or modified in any respect whatsoever except in writing signed by the Parties.
19.3
Non-Waiver
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No delay or omission on the part of either Party in exercising any right or remedy nor any failure to enforce
compliance under this Agreement shall operate as a waiver thereof, unless expressly agreed to in writing by
such Party. Any such written waiver shall refer to a specific failure to comply and shall not have the effect
of waiving any subsequent failures to comply. The single or partial exercise of any right or remedy under
this Agreement by either Party shall not preclude any other or further exercise of such right or remedy.
19.4
Independent Parties
Contractor and all members of the Ministry Group are to be considered at all times and for all purposes as
independent contractors. This Agreement does not create and is not intended to create an agency or
employment relationship, partnership, joint-venture, or other similar association between Contractor and all
members of the Ministry Group. Neither Contractor nor any members of the Ministry Group shall have the
right to bind the other to any agreement with any third party or to incur any obligation or liability on behalf
of the other Party. Except as expressly provided for in this Agreement or with respect to new Service
Providers, neither Contractor nor any members of the Ministry Group shall represent, directly or indirectly
by conduct, to any third party that it is an agent, employee, partner, or joint-venturer of the other.
19.5
Force Majeure
Except as expressly provided otherwise in this Agreement, dates and time by which a Party is required to
render performance under this Agreement shall be postponed automatically to the extent and for the period
of time that such Party is prevented from meeting them by causes, events or circumstances beyond its
reasonable control (unless avoidable by the exercise of reasonable foresight or due diligence including,
without limitation, alternate sources, workaround plans or other means). Such causes shall include but not
be limited to acts of God, acts of war, acts of terrorism, riots, strikes, labour disruptions or lockouts. The
Party prevented from rendering performance shall:
(a)
notify the other Party immediately of the commencement and nature of such cause and the
probable consequences thereof, and immediately of the termination of such occurrence; and
(b)
at the request of the other Party, submit cogent evidence to demonstrate the reality of the
circumstances, facts and dates contained in the first notification.
Non performance under this Section shall not be a default under this Agreement nor a ground for
termination of this Agreement, provided that, in the event that non-performance has continued for a period
of more than thirty (30) consecutive days and is unlikely to be cured within a reasonable period of time
thereafter, either party may apply to have this Agreement modified or terminated, depending on the
circumstances and extent of effect on the performance of this Agreement. . This application shall be made
in accordance with and shall be governed by the provisions of Article 18, Dispute Resolution.
19.6
Governing Law and Jurisdiction

This Agreement and the rights and obligations of the Parties shall, be governed by, subject to, and,
interpreted, in accordance with the laws of the Province of Ontario and, the Laws and Regulations of
Canada applicable therein, but without regard to conflict of laws provisions.
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19.7
Currency
All monetary amounts referred to in this Agreement shall be in Canadian dollars.
19.8
Counterparts
This Agreement may be executed by the Parties in one or more counterparts, either by original signature or
facsimile transmission, each of which shall be considered one and the same agreement, and shall become
effective when one or more counterparts have been signed by each Party and delivered to the other Party.
19.9
Further Assurances
Each of the Parties hereto shall, at its own expense and, upon the request of another Party hereto, at any
time and, from time to time, promptly execute and deliver or, cause to be executed and delivered, all such
further acknowledgements, consents, assurances and other documents, and promptly do, or cause to be
done, all such further acts and things as that other Party may reasonably request in order fully to effect the
purposes of this Agreement or any Module Deliverables.
19.10
Time of the Essence

Time is and shall be in all respects of the essence of this Agreement.
19.11
Binding Effect
This Agreement shall enure to the benefit of and be binding upon the Parties hereto and their respective
successors and permitted assigns.
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SCHEDULE A
GLOSSARY OF TERMS
ARTICLE 1
1.1
DEFINITIONS
Defined Terms
In this Agreement, the following definitions apply:
Agreement shall have the meaning ascribed thereto in Section 2.1;
Appendix C means Appendix C of the Proposal (Contractors Financial Response Tables), as amended
pursuant to Amending Agreement No. 1 dated as of August 31, 2008;
Appendix K means Appendix K of the Proposal (Contractors Financial Response Tables), as amended
pursuant to Amending Agreement No. 1 dated as of August 31, 2008;
Archives Act refers to the Archives Act, R.S.O. 1990, c. A.27;
Assignee(s) shall have the meaning ascribed thereto in Section 16.3;
Authorized Representative shall have the meaning ascribed thereto in Section 6.3;
Auditors shall have the meaning ascribed thereto in Section 6.7;
Bankruptcy and Insolvency Act (Canada) refers to the Bankruptcy and Insolvency Act (R.S. 1985, c. B3);
Best Price shall have the meaning ascribed thereto in Section 7.3;
Broader Public Sector means public bodies in the province of Ontario, other than agencies, boards,
commissions and Crown corporations, as determined by Ontario in its sole discretion at any time and from
time to time. Without excluding any public bodies (whether on the basis of funding or otherwise), and
solely by way of example, Broader Public Sector includes municipalities, municipal organizations, transit
agencies in Ontario, school boards and publicly-funded academic, health, and social service entities;
Business Continuity means failure of any component of the GTA Fare System which have a material
and adverse effect on the operation of the GTA Fare System.
Business Day means any day which is not
(a)
a Saturday or a Sunday, or
(b)
a day observed as a holiday under a law of the Province of Ontario or a federal law of Canada
applicable to the Province of Ontario;
Business Requirements shall have the meaning ascribed thereto in the RFP.
Central System means the central system forming part of the GTA Fare System which is described in
Final Design Review and the GTA Fare System Technical Specifications;
Central System Infrastructure (CSI) Milestone means the installation of the Central System hardware
and software in the data center;
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Certificates shall have the meaning ascribed thereto in subsection 10.2(b).

Companies Creditor Arrangement Act (Canada) refers to the Companies Creditor Arrangement Act
(R.S. 1985, c. C-36);
Competitive Commercialization means exploitation of Intellectual Property Rights in competition with
the owner of those Intellectual Property Rights with the effect of making a net monetary gain.
Complaint shall have the meaning ascribed thereto in Section 18.5;
Complainant shall have the meaning ascribed thereto in Section 18.5;
Computer Code means computer programming code and software programs (including both object and
source code) executable or not executable, including any Reusable Code;
Confidential Information means all information of Disclosing Party that is confidential by its nature or
in the circumstances in which it is received and is identified as confidential or as a trade secret and whether
recorded or not, and however fixed, stored, expressed or embodied, which comes into the knowledge,
possession or control a Recipient in connection with this Agreement, including:
(a)
information relating to Intellectual Property, including algorithms, Computer Code, designs,

drawings, flowcharts, formulae, Intellectual Property Rights, Inventions, patterns, plans,
procedures, processes, reports, schematics, specifications, templates, and working papers;
(b)
electronic data, other than Ontario Data and Personal Information, stored or processed by
Contractor;
(c)
new information derived at any time from any such information whether created by the Disclosing
Party or any third party; and
(d)
Confidential Information, except where Personal Information is expressly separated from

Confidential Information for specific purposes under this Agreement, including, but not limited to
Section 9.9 of this Agreement.
but, unless it is Personal Information, Confidential Information shall not include information that:
(a)
ceases to benefit from protection as confidential information or as a trade secret under legislation
or at law as a result of Disclosing Partys use or disclosure under this Agreement for any purpose
whatsoever that is not expressly excluded by this Agreement;
(b)
is or becomes generally available to the public without fault or breach by Recipient, but only after
that information becomes generally available to the public;
(c)
Recipient can demonstrate to have been rightfully obtained by Recipients, without any obligation
of confidence of any kind, from a third party who had the right to transfer or disclose it to
Recipient free of any obligation of confidence;
(d)
Recipient can demonstrate to have been rightfully known to or in the possession of Recipient, free
of any obligation of confidence, when disclosed; or
(e)
is independently developed by Recipient without the use of any Confidential Information of the
Disclosing Party;
Conflict of Interest includes, but is not limited to, any situation or circumstance where:
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(a)
in relation to the RFP process, the proponent has an unfair advantage or engages in conduct,
directly or indirectly, that may give it an unfair advantage, including but not limited to (i) having
or having access to information in the preparation of its proposal that is confidential to Ministry or
Service Providers and not available to other proponents; (ii) communicating with any person with
a view to influencing preferred treatment in the RFP process; or (iii) engaging in conduct that
compromises or could be seen to compromise the integrity of the open and competitive RFP
process and render that process non-competitive and unfair; or
(b)
in relation to the performance of its contractual obligations in this Agreement, Contractors or

Contractor Representatives other commitments, relationships or financial interests (i) could or
could be seen to exercise an improper influence over the objective, unbiased and impartial
exercise of its independent judgement; or (ii) could or could be seen to compromise, impair or be
incompatible with the effective performance of its contractual obligations;
Contract Ceiling Price means the total evaluated price submitted by the Contractor for all the
Deliverables as set out in the Financial Response Tables of Contractors Proposal.
Contractor Group includes Contractor, Contractor Representatives and any peripheral third party
suppliers to either Contractor or Contractor Representative. Peripheral third party suppliers means any
supplier of goods or services which is providing such supply under a general supply agreement which does
not reference the GTA Fare System specifically;
Contractor Group Provided Intellectual Property shall have the meaning ascribed thereto in Section
10.2;
Contractor Representative means an employee, director or officer of Contractor; a Subcontractor
providing Deliverables on behalf of Contractor; or an employee, director, officer of such Subcontractor; or
any other Person for whom Contractor is responsible, any of whom is involved in the provision of the
Deliverables on Contractors behalf;
Contractor Terminable Default has the meaning ascribed to it in Section 14.3;
Copyright Act (Canada) refers to the Copyright Act (R.S. 1985, c. C-42);
COTS Software means (i) any and all Commercial off the Shelf Software (as that term is generally
understood in the IT Industry) which has not been modified in any way for the purposes of this Agreement
by any member of the Contractor Group, and which remain commercially available during the Initial Term
of this Agreement, any Renewal Term, including any Transition Out Period included therein, and, for the
purposes of this Agreement, (ii) complex and/or significant software products having a limited market but
which are available from multiple resellers, each of which has all means, knowledge and development tools
necessary to maintain, support and enhance the said COTS Software for all purposes required by Ministry
under this Agreement.
CPIC means the Canadian Police Information Centre;
Custom-Developed Software means, collectively, all Non-COTS Software and Computer Code
(including both object and source code forms, unless otherwise specified) recorded in any form or upon any
medium, and developed or produced by Contractor or its Subcontractors as a result of this Agreement,
consisting of:
(a)
the Supplier-Developed Software; and
(b)
the Supplier Materials, if any, that are incorporated into any of the foregoing.
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Despite the foregoing, Custom-Developed Software excludes all Special Works, Ontario Data, Personal
Information, Ontario Materials, and Confidential Information belonging to the OPS and Designated
Persons;
Custom Documentation means all Documentation developed or produced by Contractor or its
Subcontractors as a work product of this Agreement, whether developed or produced for use by Contractor
or its Subcontractors under this Agreement or for use by Ministry or others;
Deliverables means all Work, all Ministry Group Intellectual Property, all Contractor Provided
Intellectual Property, all tangibles, including, without limitation, all equipment, hardware, networks,
facilities and services of any kind to be provided by Contractor pursuant to Contractors Proposal and this
Agreement.
Demonstration Date means no later than twelve (12) months after the Effective Date and no sooner than
ten (10) months after the Effective Date.
Designated Person means Service Providers, Assignees (as defined in Section 16.3) and all of their and
Ministrys advisors, agents, Personnel, Subcontractors or sublicensees acting pursuant to this Agreement
and any other service providers that may be added to this Agreement from time to time and, for greater
certainty, includes any third party provider of a front-end e-purse capability.
Directives shall have the meaning ascribed thereto in Schedule D, Section 2 and Schedule E, Section 4.
Disaster Recovery Plan and Disaster Recovery Services shall have the meanings ascribed thereto in
the GTA Fare System Technical Specifications.
Disclosing Party means, with respect to Confidential Information, any member of the Ministry Group or
Contractor or Contractor Representatives, as applicable, disclosing Confidential Information;
Dispute shall have the meaning ascribed thereto in Section 18.1;
Dispute Notice shall have the meaning ascribed thereto in Section 18.2;
Documentation means all documents, whether in printed or electronic form, including installation
guides, instructional materials, layouts, maintenance materials, manuals, system documentation, training
materials, and user guides related to this Agreement, and includes all developments and modifications to
the foregoing;
Effective Date means the date on which this Agreement takes effect, which is the date this Agreement is
executed by the Ministry;
Encumber or Encumbrance means any encumbrance of any kind whatsoever, and includes an
assignment, charge, hypothec, hypothecation, lien, mortgage, pledge, security interest, trust or deemed trust
(whether contractual, statutory or otherwise arising), or other right or Claim of others;
Equipment Payment Framework shall have the meaning ascribed to it in Schedule G, Payment,
Section 8;
Exhibit(s) shall have the meaning ascribed thereto in Section 2.3;
Final Design Review means the completion of the PRESTO design Documentation, save for those
documents included in the Operational Documentation Review, the objective of which is to validate the
design and verify that it satisfies the requirements established in this Agreement and, upon completion and
approval, to establish the design baseline;
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Final Project Schedule means the high level project schedule provided as part of Project Blueprint in
accordance with section 4.1(b), provided that same may be revised, as mutually agreed by the Parties, from
time to time as the Presto Systems Project proceeds;
FIPPA means the Freedom of Information and Protection of Privacy Act, R.S.O. 1990, c. F.31, as
amended or replaced from time to time;
Force Majeure shall have the meaning ascribed thereto in Section 19.5;
Full Criminal Record or FCR refers to a category of criminal record information that contains
personal information, conviction history and any other police-related information;
General Consulting Services shall have the meaning ascribed thereto in Module Appendix K;
GO Transit System shall consist of:
(a)
the on-board, in-station and back office equipment and software for GO Transit rail and bus
services;
(b)
the same functions as the Municipal Systems, but in the GO Transit operating environment;
(c)
in addition to the equipment aboard its buses (similar to the Municipal Systems), equipment at
each of its rail stations for fare card transactions, including handheld devices for GO Transit
enforcement officer to verify fare payment on board its trains as a continuation of its proof of
payment program;
(d)
point of sale devices at designated locations (including third party locations) to allow customers to
purchase and load added value onto their fare cards; and
(e)
any other Deliverables more particularly outlined in the Module Appendices.
Governance Agreement shall have the meaning ascribed thereto in Section 1.2;
Government Systems means collectively and individually any computer, data, network facility, systems,
software, including email and internet, telephones, facsimile and other equipment of Ministry, the Ontario
Government or any of the Designated Persons;
GTA Fare System means the Fare System described in Final Design Review and the GTA Fare System
Technical Specifications;
GTA Fare System Technical Specifications shall have the meaning ascribed thereto in Section 2.5;
GTA Open Interface Standard means all Documentation, including, but not limited to, the set of
specifications, in particular Volumes 1 through to 5 reviewed by Contractor, that describe the interface
between the fare card, devices, and the Central System, to which Contractor must certify compliance in the
design, development, delivery, maintenance and support of all components of the GTA Fare System and all
custom Software, or applicable code, and other Deliverables that embody the GTA Open Interface
Standard; and GTA Open Interface Specifications refers to Part 11 of the GTA Fare System Technical
Specifications, Volumes 1 through to 5;
Hardware shall have the meaning ascribed thereto in Section 1.1;
Implementation Sub-committee shall have the meaning ascribed thereto in Section 6.4;
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Independent Third Party Reviewer shall have the meaning ascribed thereto in the Price Review Plan
provided in accordance with the Final Project Schedule;
Initial Term shall have the meaning ascribed thereto in Section 3.1;
Integration and Interface Testing (I&IT) Cycle 1 means the requirements specified in Appendix G Part 7 - System Assurances, Section 7.1.5 (Interface and Integration Testing), which remain unchanged
except for the inclusion of the following item: the activities of Interface and Integration Testing shall be
conducted over 6 independent cycles, 4 of which occur prior to deployment of Release 1.0 at Stage 1 and 2
of which occur prior to deployment of Release 1.1 at Stage 3a;
Intellectual Property Rights means any intellectual or industrial property rights protected or
protectable under the Laws and Regulations of Canada, any foreign country, or any political subdivision of
any country, including any intellectual property rights protected by legislation (such as legislation
governing copyrights, industrial designs, circuit topographies, patents or trademarks) or by common law
(such as confidential information and trade secrets); and at any time in the future, with respect to any
licence to exercise Intellectual Property Rights, includes any intellectual or industrial property rights
protected or protectable at such time under the laws of Canada, any foreign country, or any political
subdivision of any country;
Invention means any new and useful art, process, machine, manufacture or composition of matter, or any
new and useful improvement to any of them, whether or not patentable;
Launch 1a or Launch 1a System shall have the meaning ascribed thereto in the GTA Fare System
Technical Specifications.
Launch 1 System shall have the meaning ascribed thereto in the GTA Fare System Technical
Specifications and Module Appendix A;
Laws and Regulations means:
(a)
applicable federal, provincial or municipal laws, whether in Canada or any other jurisdiction,
orders-in-council, by-laws, codes, rules, policies, regulations or statutes;
(b)
applicable orders, decisions, judgments, injunctions, decrees, awards or writs of any court,
tribunal, arbitrator, governmental authority or other Person having jurisdiction; and
(c)
any requirements under or prescribed by applicable common law;
Licensed Development Tools means any Supplier Materials that Contractor or its Subcontractors use or
would need to use to develop or modify, implement or maintain the Custom-Developed Software and that
may be required by Ministry, the Designated Persons, their advisors, agents, Personnel, Subcontractors or
sublicensees to develop or modify, implement or maintain the Custom-Developed Software or to exercise
the Intellectual Property Rights licensed to or assigned to Ministry and the Designated Persons as a result of
any resulting Agreement;
MFIPPA means the Municipal Freedom of Information and Protection of Privacy Act, R.S.O. 1990, c.
M.56, as amended or replaced from time to time;
Milestones shall have the meaning ascribed to it in subsection 4.1(a);
Minister means the minister responsible for Ministry or any other person duly authorized to act on
behalf of the minister;
Ministry means the Greater Toronto Transit Authority, assignee of the Ministry of Transportation;
- 50 -
Ministry Terminable Default has the meaning ascribed to it in Section 14.1;

Ministry Group means any and all, as applicable, of Ministry, Designated Persons, the Ontario Public
Service and the Broader Public Sector, members of the Executive Council of Ontario, City Council or
Commission of the Service Providers, and their advisors, agents, appointees and employees.
Ministry Group Intellectual Property shall have the meaning ascribed thereto in Section 10.1;
Ministry Obligations shall have the meaning ascribed to it in Section 5.2.
Ministry Representative means any individual appointed by Ministry to perform any task under this
Agreement, however such Ministry Representative is only such for the purposes of the particular task so
appointed by Ministry;
Module Appendices and Module Appendix shall have the meaning ascribed thereto in Section 2.4;
Module of Deliverables means a set of Deliverables grouped in accordance with their functional
relationships, pricing, delivery, acceptance and/or review criteria and all related Deliverable specific legal
terms;
MOL shall have the meaning ascribed thereto in subsection 6.10(c).
Municipal Systems means the separate systems procured for each Service Provider that is a municipality
and shall include:
(a)
the on-board and back office equipment and software to accommodate and administer the fare
cards;
(b)
the fare card readers which read and deduct the appropriate fare when the contactless card is
placed in the vicinity of the reader;
(c)
the capability to transmit data by wireless means to a depot computer that shall store the data from
each bus until it is uploaded to the Central System upon return of the bus to the bus depot;
(d)
point of sales devices at designated locations (including third party locations) to allow customers
to purchase and load value onto their fare cards; and
(e)
any other Deliverables more particularly outlined in the Module Appendices;
Non-COTS Software means any and all software which is not COTS Software;
OHSA shall have the meaning ascribed thereto in subsection 6.10(a).
Ontario means Her Majesty the Queen in right of Ontario;
Ontario Data means all data (including all information whether or not contained in or on any database or
electronic information storage system or media owned by or in the custody or control of Ministry or a
Designated Person) of any kind and in any form, provided by Ministry to Contractor to enable Contractor
to provide the Deliverables or otherwise owned by or in the custody or control of Ministry or a Designated
Person; all data that are created, developed, generated, prepared or produced pursuant to providing the
Deliverables under this Agreement, all data that are created, developed, generated, prepared or produced as
a result of any compilation of (whether combined or compiled with other data or not) or developments or
modifications to the data described above, but where Contractors data are combined or compiled with
Ontario Data with Ministrys prior written permission, excluding Contractors data that are proprietary to
- 51 -
Contractor immediately prior to the Effective Date or are proprietary to Contractor but are not first created
or produced in the performance of Work;
Ontario Government means Her Majesty the Queen in right of Ontario or any ministry, agency, board,
commission, department, corporation or other legal entity of or owned by the Government of Ontario.
Ontario Government Insignia means the visual identity of the government of Ontario and any Ontario
government design, domain name, geographical indication, insignia, logo, official mark or other
designation, indication, symbol or trademark, including any developments and modifications of them;
Ontario Materials means:
(a)
materials, including all algorithms, audio or video recordings, Computer Code, Documentation,
images, reports, software development tools, specifications, Technical Information, and
technologies, recorded in any form and on any media, that are proprietary to the Ontario
Government or the Designated Persons and provided to Contractor to enable Contractor to provide
the Deliverables; and all such materials that are created, developed, generated, prepared or
produced as a result of any developments or modifications to the material described above;
(b)
all Special Works;
(c)
all procurement documents issued by Ministry;
(d)
the GTA Open Interface Specifications (Part 11 of the GTA Fare System Technical Specifications,
Volumes 1 through to 5, reviewed by Contractor);
(e)
the GTA Open Interface Standard; and
(f)
all Third-Party Ontario Materials;
Ontario Public Service and OPS mean the ministries and other administrative units of Ontario over
which ministers of Ontario preside, and for the purposes of this Agreement includes its agencies, boards,
commissions, and Crown corporations;
Operating Agreement shall have the meaning ascribed thereto in Section 1.2;
Operational Documentation Review or ODR means the completion of the PRESTO operational
Documentation, the objective of which is to validate the operational design and to verify that it satisfies the
requirements established in this Agreement, and the completion and approval of which is a pre-requisite to
putting the PRESTO system into revenue service;
Operational Documentation Review (ODR) Milestone means the payment milestone which contains
all operations manuals and related Documentation set out in Appendix C and Appendix K;
Part 10 shall have the meaning ascribed thereto in Section 2.1.
Party means Ministry or Contractor, and Parties means both of them;
Permitted OPS Assignee means:
(a)
any agency, board, commission or Crown corporation of the government of Ontario,
(b)
any entity of the Broader Public Sector, and
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(c)
any non-governmental entity where assignment to such non-governmental entity is necessitated by

alternative service delivery, backward or forward integration, outsourcing, privatization,
partnering, procurement endeavours, or similar activity;
Person means an individual, company, corporation, limited liability company, limited liability
partnership, partnership, unincorporated association, government or government agency, authority or entity
however designated or constituted and includes successors to the foregoing;
Personal Information has the same definition as in subsection 2(1) of FIPPA, that is, recorded
information about an identifiable individual or that may identify an individual, contained in any Record;
Personal Knowledge means, in connection with any Personnel, concepts, ideas or know-how acquired
by the individual that are not retained in any electronic, optical, printed, written or other recorded form,
which relate to information technology and are of a generic technical nature, and not specific to the
operation and activities of any member of the Ministry Group, that amount to no more than an
enhancement of that individual's personal knowledge, skill or expertise and does not amount to an
intentional memorization of the information by that individual for the purpose of retaining and
subsequently using or disclosing it for commercial purposes that can be competitive with or to the
economic detriment of any of the Parties to this Agreement.
Personnel means collectively, in the case of each Party, individuals who provide services to such Party
or any of its Subcontractors in connection with this Agreement, whether as employees or independent
contractors;
Platform whether Ministry or Contractor Platform (whichever is applicable), means any and all
Confidential Information, systems, software, tools, utilities, methodologies, specifications, techniques,
know-how, show-how, reports, data bases, courses, hardware and other materials (including, without
limitation, all related intellectual and industrial property rights) either owned or controlled by Ministry or
Contractor prior to the Effective Date of this Agreement, which are (i) specifically described in either this
Agreement, or (ii) used or accessed by either Party in connection with the performance of this Agreement;
PRESTO Systems Project means the GTA Fare System Project;
Price Review Plan means the Price Review Plan referenced in the Final Project Schedule, as more
specifically defined in the RFP;
Privacy Laws means provisions of FIPPA and regulations made thereunder, as amended or replaced
from time to time; MFIPPA and regulations made thereunder, as amended or replaced from time to time;
and Personal Information Protection and Electronic Documents Act S.C. 2000, c.5, and regulations made
thereunder, as amended or replaced from time to time; any other provisions of applicable laws dealing with
access to information and/or protection of privacy which is applicable;
Proceeding means any action, claim, demand, lawsuit, or other Proceeding;
Procurement Card means the corporate credit card(s) used by Ministry, as may be changed from time
to time;
Procurement Card Protocols means the manner in which Contractor is required to process any
payments under the Contract that Ministry elects to make by way of Procurement Card, which shall include
the requirement to (a) collect the authorized employee's name, the abbreviated Ministry name, the expiry
date, the GST exemption number and the employee's authorization; (b) contact the financial institution
identified on the Procurement Card each time the Procurement Card is used for payment; (c) receive
payment from the financial institution named on the Procurement Card once that institution authorizes
payment; and (d) bear the cost of any and all charges relating to the use of the Procurement Card, including
the financial institution's charges for payment through the Procurement Card;
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Project means the GTA Fare System Project;

Project Blueprint shall have the meaning ascribed thereto in Sections 3.1 and 4.1.
Project Committees shall have the meaning ascribed thereto in Section 6.4;
Proposal shall have the meaning ascribed thereto in subsection 1.2(a).
Proposed Arbitrator shall have the meaning ascribed thereto in Section 18.5;
Proprietary Supplier Materials means algorithms, Computer Code, Documentation, software
development tools, Technical Information or technologies that are proprietary to Contractor immediately
prior to the Effective Date or are proprietary to Contractor but are not first created or produced in the
performance of Work, and that are incorporated into any Deliverables or that are used by Contractor to
provide the Deliverables;
Recipient means, with respect to Confidential Information, any member of the Ministry Group,
Contractor or Contractor Representatives, as applicable, receiving Confidentiality Information;
Records means information, materials and other records, however recorded, in the custody or control of
the OPS. For the purposes of this definition, information, materials and other records are under the
control of Ministry if they are integral to the performance of the agreement and (i) Contractor or
Contractor Representatives are required to manage, use or dispose of them under this Agreement; or (ii)
Ministry is bound by a statute or a contractual power or duty to carry out the activities to be performed
under this Agreement or to manage such information, materials or other records.
Renewal Term shall have the meaning ascribed thereto in Section 3.2;
Replenishment Order shall have the meaning ascribed thereto in Module Appendix D, Section 6.2.
Respondent shall have the meaning ascribed thereto in Section 18.5;
Response Period shall have the meaning ascribed thereto in Section 18.5;
Reusable Code means reusable code, libraries, routines, sub-routines, and utilities;
Revenue Service shall have the meaning specified in the GTA Fare System Technical Specifications.
RFP shall have the meaning ascribed thereto in subsection 1.2(a).
Schedules shall have the meaning ascribed thereto in Section 2.2;
Service Levels means the requirements specified in the Service Level Agreement (as developed in
accordance with Module Appendix L) for delivery of the various Deliverables under this Agreement
against which Contractors performance under this Agreement shall be measured;
Service Providers shall have the meaning ascribed thereto in Section 1.2;
Software means all Computer Code and all Source Materials;
Source Materials means in respect to Software, any and all source code development documentation,
user materials and all other materials and information necessary to enable competent information and
technology professionals to de-bug, maintain and improve Software independently and, without recourse,
to the authors of the Software;
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Special Works means architectural works, artistic works, choreographic works, cinematographic works,
communications signals, dramatic works, engravings, musical works, performers performances,
photographs or sound recordings, in any form:
(a)
that are proprietary to Ministry or a Designated Person, or that are acquired, created, developed,
generated, prepared or produced by or for Ministry or a Designated Person and are provided to
Contractor to enable Contractor to provide the Deliverables, including, without limitation, any
project logo and domain names, or
(b)
that are adapted, communicated, created, developed, generated, made, performed, prepared,
produced, published, recorded, reproduced, stored, translated or otherwise arise out of the
provision of the Deliverables by or on behalf of Contractor and Contractor Representatives, and
that are either used by Contractor or Contractor Representatives, or to be provided as a result of
this Agreement to Ministry for use by Ministry or others as Ministry determines, provided that:
Special Works shall not include Contractor Group Provided Intellectual Property;
Stage 1 through 3b, or any of them, means the controlled implementation phases for the GTA Fare
System in accordance with the deployment approach as set out in the Final Project Schedule, the
completion of which will signify completion of the design-deployment phase of the GTA Fare System;
Subcontractor means, in the case of each Party, any contractor or subcontractor at any tier of that Party.
Subcontractor Licenses shall have the meaning ascribed thereto in subsection 10.2(b).
Successor(s) shall have the same meaning as the term is used in the Governance Agreement, which
definition is as follows:
(a)
any ministry, agency, board, commission or Crown corporation of the Government; or
(b)
any entity of the Broader Public Sector;
Supplier-Developed Software means, collectively, all Computer Code (including both object and source
code forms, unless otherwise specified) and the Custom Documentation, recorded in any form or upon any
medium, and developed or produced by Contractor or its Subcontractors as a result of this Agreement,
whether developed or produced for use by Contractor or its Subcontractors under this Agreement or for use
by Ministry or others, and
(a)
includes all developments and modifications to such Computer Code developed or produced by
Contractor or its Subcontractors for Ministry from time to time, and
(b)
includes all algorithms, flowcharts, formulae, interfaces, navigational devices, menus, menu
structures or arrangements, icons, help, operational instructions, processes, scripts (including any
application program interfaces), commands, syntax, and the literal and non-literal expressions of
ideas that access, direct, manipulate, operate or otherwise affect the Deliverables;
Despite the foregoing, Supplier-Developed Software excludes all Special Works, Ontario Data, Personal
Information, Ontario Materials, Confidential Information belonging to OPS and Designated Persons, and
Supplier Materials.
Supplier Materials means all Proprietary Supplier Materials, all Third-Party Supplier Materials and all
materials so designated in any Schedule or Exhibit to this Agreement. Despite the foregoing, Supplier
Materials excludes all Ontario Data, Personal Information, Ontario Materials, Special Works, SupplierDeveloped Software, Supplier Work Inventions, and Supplier Work Information;
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Supplier Work Information means all Technical Information relating to the Deliverables developed or
produced by Contractor or its Subcontractors in the performance of Work;
Supplier Work Invention means any Invention conceived, or conceived and developed, solely or jointly
by one or more of the Personnel of Contractor in the performance of Work;
Technical Information means recorded information of a scientific or technical nature in any form and
on any media, including any designs, drawings, know-how, methods, methodologies, patterns, plans,
procedures, processes, reports, schematics, specifications, techniques, templates, and working papers, but
does not include Custom-Developed Software, data, databases, Documentation, Inventions or software;
Term begins on the Effective Date and, unless otherwise terminated in accordance with this Agreement,
shall continue in effect until the later of the end of the Initial Term (as such term is defined in Section 3.1),
any Renewal Term (as such term is defined in Section 3.2) and any Transition Out Period;
Termination Proceedings means the following steps to be taken in all cases where Contractor, acting
reasonably, and after exhausting all other remedies and recourses available to it, deems it necessary to
terminate this Agreement for a Ministry Terminable Default:
(a)
provide to Ministry a final sixty (60) day cure period during which Ministry shall use all
reasonable efforts to cure the default in fulfilling the Ministry Obligations; and
(b)
for a period of up to thirty-six (36) months from the date of providing written notice of its intent to
commence Termination Proceedings, use all commercially reasonable efforts to minimize damage
caused by such termination, including, where applicable, ensuring that Business Continuity is
maintained, and ensuring that all Transition Out Services continue to be provided to Ministry.
Third Party Agency Networks Management Services shall have the meaning ascribed thereto in the
GTA Fare System Technical Specifications and in Operational Documentation Review;
Third-Party Ontario Materials means any algorithms, Computer Code, content, data, Documentation,
materials, software development tools, Technical Information, technologies, and any other recorded
information in any form and on any media, and any components of the Ontario Materials, that are not
proprietary to Ministry or Service Provider; and that are licensed by Ministry or Service Provider from any
third parties; but only to the extent that they are protected by Intellectual Property Rights or are not to be
disclosed pursuant to obligations of confidentiality;
Third-Party Supplier Materials means any algorithms, Computer Code, content, data, Documentation,
materials, software development tools, Technical Information, technologies, and any other recorded
information in any form and on any media, that are not proprietary to Contractor; that are licensed by
Contractor from any third parties and for which such licences are not acquired exclusively for the benefit of
Ministry and the Designated Persons or are not to be assigned, sold or transferred to Ministry; that are not
first created or produced in the performance of Work; and that are incorporated into any Deliverables or are
used by Contractor to provide the Deliverables; but only to the extent that they are protected by Intellectual
Property Rights or are not to be disclosed pursuant to obligations of confidentiality;
Transition Out Period the period of time required by Ministry to successfully and completely transition
to a new vendor or to transition the GTA Fare System internally, provided that such period shall not extend
to more than thirty-six (36) months;
Transition Out Fee means the fee to be paid to Contractor for the Transition Out Services as specified
in this Agreement, and more specifically in the Proposal.
Transition Out Services means the Deliverable to be provided in accordance with Module Appendix J,
Contract Transition Out Services and Final Design Review;
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TTC Initial System shall have the meaning ascribed thereto in the Governance Agreement.
Virus shall have the meaning ascribed thereto in Article 12;
Variance means a non-commercial variation to, or clarification or waiver of, any requirement set out in
the GTA Fare System Technical Specifications, set out in writing and executed by both Parties;
Winding-up and Restructuring Act (Canada) refers to the Winding-up and Restructuring Act (R.S.
1985, c. W-11);
Work means all or part of the work performed, or required to be performed, under, or as a result of, this
Agreement;
Work Invention means any Invention conceived, or conceived and developed, in the performance of
Work;
Work Patent Application means a patent application on a Supplier Work Invention filed by or on behalf
of Contractor or any of its assignees, related entities or Subcontractors or any of their advisors, agents or
Personnel, in Canada or in any other country or international patent office;
Workplace Safety and Insurance Act (Ontario) refers to the Workplace Safety and Insurance Act (S.O.
1997, c.16);
WSIA shall have the meaning ascribed thereto in Section 7.7 and
WSIB shall have the meaning ascribed thereto in Section 7.7.
ARTICLE 2
2.1
INTERPRETATION
Number and Gender

Words importing the singular number include the plural and vice versa and words importing gender include
the masculine, feminine and neuter genders.
2.2
References to Legislation
Any reference to a statute in this Agreement shall mean the statute in force as at the date hereof together
with all regulations made thereunder, as the same may be amended, re-enacted, consolidated and/or
replaced, from time to time, and any successor statute or regulation thereto, unless otherwise expressly
provided. Any reference to a regulation in this Agreement shall mean the regulation in force as at the date
hereof, as the same may be amended, consolidated and/or replaced, from time to time, and any successor
regulation thereto, unless otherwise expressly provided.
2.3
Headings
The division of this Agreement into separate articles, sections, subsections and schedules, the provision of a
table of contents and the insertion of headings and captions are for convenience of reference only and shall
not affect the construction or interpretation of this Agreement.
2.4
Expressions such as herein

In this Agreement, hereto, herein, hereby, hereunder, hereof, and similar expressions refer to
this Agreement and not to any particular article, section, subsection or any other portion of this Agreement.
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2.5
Recitals
The recitals to this Agreement are deemed to form part of this Agreement.
2.6
Severability
It is the intention of the Parties that, if any provision of this Agreement shall be held invalid or
unenforceable in any respect, such provision shall be enforced to the maximum extent permitted by law,
and that the remaining provisions of this Agreement shall continue in full force and effect.
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SCHEDULE B
CHANGE MANAGEMENT PROCEDURES
1.
2.
3.
Definitions. In this Schedule, capitalized words used but not otherwise defined in this Change
Management Schedule shall have the same meaning as set out in this Agreement.
(a)
ADR Process has the meaning ascribed thereto in subsection 4(b)(ii)(A) of this Schedule B.
(b)
Change Date means the date by which a Change must be implemented by Contractor, as
specified in the applicable Change Notice and determined in accordance with subsection 2(b)(iii)
of this Schedule B.
(c)
Change Notice has the meaning ascribed thereto in subsection 2(a) of this Schedule B.
(d)
Feasibility Notice has the meaning ascribed thereto in subsection 3(c)(i) of this Schedule B.
(e)
Final Change Payment has the meaning ascribed thereto in subsection 4(b)(i) of this Schedule
B.
(f)
Provisional Change Payment has the meaning ascribed thereto in subsection 2(b)(iv) of this
Schedule B.
Change Notice
(a)
Giving Change Notice. Ministry shall give notice (the Change Notice) to Contractor of the
nature of each change Ministry requires Contractor to make.
(b)
Contents of Change Notice. Each Change Notice:

(i)
must describe the change in sufficient detail to enable Contractor to implement the
change;
(ii)
may specify the manner in which the change is to be implemented;
(iii)
may specify the Change Date by which each change is to be completed, which date may
be determined by Ministry in its unqualified subjective discretion (taking into
consideration the nature and extent of the work that Contractor would be expected to
carry out to implement such change); and
(iv)
may specify a provisional estimate of the amount of money (if any) to be payable by
Ministry to Contractor or by Contractor to Ministry (the Provisional Change
Payment), as a result of the implementation of each change and the timing and
frequency of such Provisional Change Payment. Any such Provisional Change Payment
shall be subject to adjustment in accordance with subsection 4.
Implementation of Changes
(a)
Deadline for Implementing Changes.

(i)
Change Date Specified. Subject to subsection 3(c), if a Change Notice specifies a

Change Date for a particular change, then Contractor shall fully implement that change
by that Change Date.
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(ii)
(b)
(c)
Change Date Not Specified. If a Change Notice does not specify a Change Date for a
particular Change, then Contractor shall implement that change by such date as is
mutually agreed upon by Ministry and Contractor.
Manner of Implementing Changes

(i)
Manner Specified in Change Notice. Subject to subsection 3(c), if a Change Notice

specifies the manner in which a change is to be implemented, then Contractor shall
implement the change in the manner so specified.
(ii)
Manner Not Specified in Change Notice. Subject to the following, if a Change Notice
does not specify the manner in which a change is to be implemented, then Contractor
shall use reasonable efforts to implement the change in the most efficient manner
possible.
Feasibility Notice
(i)
Despite subsections 3(a) or (b), if Contractor reasonably believes that it is not feasible to
implement a particular change:
(A)
in the manner, or
(B)
by the Change Date,
specified in the applicable Change Notice, Contractor shall promptly so notify Ministry
(the Feasibility Notice);
4.
(ii)
a Feasibility Notice contemplated in respect of subsection 3(c)(i)(A) of this Schedule B

shall specify in reasonable detail the manner in which Contractor reasonably believes the
change can be implemented so as to give effect to the intent and purpose of the change in
a manner that most closely resembles the manner specified in the Change Notice; and
(iii)
a Feasibility Notice contemplated in respect of subsection 3(c)(i)(B) of this Schedule B

shall specify the earliest date by which Contractor reasonably believes the change can be
implemented.
(iv)
Upon receipt of a Feasibility Notice, Ministry may give notice to Contractor to either:
(I)
implement the change in the manner or by the date (as applicable) set
out in the Feasibility Notice (in which case the Change Notice shall be
deemed to be amended as provided in the Feasibility Notice, and
Contractor shall implement the change in accordance with the change
Notice as so amended) or in such manner or by such date as Ministry
and Contractor otherwise agree; or
(II)
implement the change in the manner and by the date (as applicable) set
out in the original Change Notice (in which case Contractor shall use
commercially reasonable efforts to implement the change in accordance
with the original Change Notice).
Fee or Credit for Implementing Changes

(a)
Provisional Change Fee/Credit Specified. If a Change Notice specifies the amount, timing
and/or frequency of payment of a Provisional Change Payment for a particular change, then the
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Parties shall be bound by such terms, until such time as the Final Change Payment is determined
under subsection 4(b).
(b)
Final Change Payment.

(i)
Attempt to Reach Agreement.

As soon as reasonably practicable after the
implementation date of a change, the Parties shall endeavour to agree in writing upon the
amount of money (if any) to be payable by Ministry to Contractor or by Contractor to
Ministry (the Final Change Payment), as a result of the implementation of that change
and the timing and frequency of such Final Change Payment.
(ii)
No Mutual Agreement.
(A)
If the Parties do not enter into the agreement referred to in subsection 4(b)(i) of
this Schedule B within ten (10) Business Days of the implementation date of the
change in question, then subject to subsections 4(b)(ii)(B) of this Schedule B,
either Party may refer the determination of the amount, timing and/or frequency
of payment of the Final Change Payment, if any, to the dispute resolution
process contemplated in Article 18 of this Agreement (the ADR Process).
(B)
The amount of the Final Change Payment, if any, as determined under the ADR
Process, shall be solely based on the increase or reduction in costs that
Contractor would reasonably be expected to incur or benefit from as a result of
the change in question, or the amount of Contractors net profit derived directly
from the delivery of the Deliverables in accordance with this Agreement, as
determined in accordance with Canadian generally accepted accounting
principles consistently applied, that Contractor would reasonably be deprived of
as a result of the implementation of the change in question during the remainder
of the term of this Agreement).
5.
Where the amount of the Provisional Change Payment is not specified in the Change Notice, Contractor
will not be obliged to implement the change unless and until such amount has been agreed by the Parties,
unless the matter is an emergency in which case Contractor will be obliged to implement the change
provided Ministry agrees in writing to pay fifty percent (50%) of the amount estimated by Contractor prior
to commencement of work on the change. Payment of Contractor's estimated cost by Ministry in an
emergency shall not in any way prejudice the Parties' right to a full determination of the Final Change
Payment for the work in accordance with the provisions in Schedule B.
6.
Contractor may initiate a change in accordance with this Schedule B.
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SCHEDULE C
AUTHORIZED REPRESENTATIVES
The initial Authorized Representatives are stated as follows:

Contractor:
Alden Cuddihey
Partner
160 Elgin Street, Suite 2100
Ottawa, ON K2P 2P7
Ministry:
Ernie Wallace
Executive Project Director
Toronto, ON M5J 2W3
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SCHEDULE D
CONTRACTOR REPRESENTATIVE SECURITY STATEMENT
Individuals Name:
Firm: Accenture Inc.
Position #:
WHEREAS the Greater Toronto Transit Authority (Ministry), has entered into a contract with
Accenture Inc.. (Contractor) pursuant to which the undersigned may have access to premises, computer
systems, data, and other materials, software, network facility, systems, including email and internet, telephones,
facsimile and other equipment, and confidential and/or personal information of Ministry as well as of transit and
municipal entities in the Province of Ontario participating in the GTA Fare System Project (Service Providers)
(collectively, the Systems and Information, respectively);
AND WHEREAS Contractor and Ministry are committed to protecting the Systems and Information from
unauthorized access, use or disclosure;
NOW THEREFORE in consideration of the premises and mutual agreements contained in this Contractor
Representative Security Statement and other good and valuable consideration, the sufficiency of which is hereby
acknowledged, the undersigned agrees to comply with the following terms and conditions with respect to access to
and usage of the Systems and Information:
1.
The undersigned shall, both during and following the term of the aforementioned contract with Contractor,
maintain confidential and secure all Information that is the property of Ministry, the Ontario Government
and Service Providers that comes into his/her possession or under his/her control. The undersigned shall
not disclose any Information he/she has accessed to anyone.
2.
Where the undersigned is permitted access under the contract to Systems and Information, the undersigned
shall comply with Ontario Government and Ministry information technology policies, standards and
procedures, including as described in any Ministry security policies and in Corporate Management
Directives such as the Information and Information Technology Security Directive; Information and
Information Technology: Operating Procedure on Usage of I.T. Resources; and Information and
Information Technology: Operating Procedure on Internet, Intranets and Extranets (Directives). Copies
of these policies, standards and procedures, and Directives are available upon the undersigneds request.
The undersigned shall also comply with any relevant technology policies, standards and procedures
specified by Service Providers in respect of Systems and Information pertaining to Service Providers.
3.
The undersigned shall use the Systems and Information only for the purpose of performing his/her duties
and obligations to Contractor and the undersigned shall not use the Systems and Information for any other
purpose without the prior written consent of Ministry. No Systems and Information shall be used for any
unauthorized purposes or for personal use e.g., sending, receiving or downloading non-work related
information and materials, accessing information about another person including address information.
4.
Without limiting the generality of the foregoing, no Systems or Information shall be used for any illegal or
unacceptable activity as described in the Directives, policies, standards and/or procedures or used in any
manner that would be detrimental to Ministrys or a Service Providers commercial, financial, operational
or legal interests.
5.
In addition, without limiting the generality of the foregoing, the undersigned shall not use the Systems to
access any personal e-mail accounts or internet service providers or other alternate service providers,
except for Ministry business purposes.
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6.
The undersigned acknowledges and agrees that the Systems and Information are the property of the Ontario
Government and Service Providers, and are highly valuable, confidential and material to the interests,
business and affairs of the Ontario Government and Service Providers and that disclosure or improper use
thereof will be detrimental to the interests, business, affairs and obligations of the Ontario Government
and/or Service Providers.
7.
The undersigned shall take reasonable precautions to maintain the secrecy of any passwords he/she may be
given to access the Systems and Information. Reasonable precautions include, but are not limited to: not
telling others his/her password or knowingly allowing them to observe while he/she enters it at a terminal;
and frequently changing his/her password (and, if he/she suspects his/her password has been used by
someone else, changing it immediately and notifying Contractor); and selecting random passwords that are
not easy for others to guess.
8.
The undersigned shall take reasonable precautions to protect against unauthorized access to the Systems
and Information, whether such access is by electronic or any other means. Reasonable precautions include,
but are not limited to: not leaving Systems unattended; use of password protected screen saver, not having
simultaneous modem and network connections, reporting any suspicious circumstances or unauthorized
individuals observed in the work area to Contractor.
9.
The undersigned shall not remove, from Ontario Government or Service Provider premises, any property
which belong to the Ontario Government, Service Providers, or third party property that is in the possession
of the Ontario Government or Service Providers, without ensuring compliance with all Ministry and
Service Providers conditions for such removal. If the undersigned is permitted to remove any item of
Equipment, the undersigned shall comply with all Ministry and Service Providers security requirements to
ensure the security and integrity of the Equipment and Information while the Equipment is out of
Ministrys or Service Providers premises.
10.
This Contractor Representative Security Statement shall be governed by the laws of the Province of Ontario
and the laws of Canada applicable in that Province.
11.
If any provision of this Contractor Representative Security Statement is invalid, unenforceable or illegal,
such provision shall be deemed to be severed without affecting any other provision.
12.
The undersigned agrees to do such further acts and things and execute such further documents as may be
requested, from time to time, to more fully implement and give effect to the intents and purposes of this
document.
I have read and I understand the security policies stated above, and will comply with them and any other security
policies issued in the future by Contractor, Ministry, the Ontario Government or Service Providers. I understand that
failure to comply with these policies may result in disciplinary action by Contractor and/or civil or criminal
prosecution in accordance with applicable statutes.
Date:
Name:
Title:
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SCHEDULE E
SECURITY PROCEDURES
1.
Security Clearance
At Contractors expense, Contractor shall ensure that Contractor Representatives who may have access to
the GTA Fare System or a Ministry or Service Provider site, or who may have access to Personal
Information, Confidential Information or Government Systems and other information and/or materials
belonging to Ministry, Service Providers or belonging to a third party consultant to Ministry, or Service
Providers are security cleared and approved, and that such clearances are completed prior to access by such
individuals. Without restricting the generality of the foregoing, Contractor shall obtain FCR clearances for
each Contractor Representative who will be accessing Personal Information and Confidential Information.
Contractor shall ensure that Contractor Representatives, who are Canadians or permanent residents of
Canada, fulfill FCR requirements by providing CPIC clearances at the FCR level. Other Contractor
Representatives shall provide FCR equivalent clearances, such as the United States National Crime
Information Centre (NCIC) clearances, from the country they reside at the time prior to accessing the
referenced System, sites or information within Canada. Contractor shall be required to provide proof that
the clearances obtained for such individuals are equivalent to the FCR clearance. Under no circumstances
shall a Contractor Representative with access to such information commence work without receiving FCR
clearance, and all Contractor Representatives shall sign a release in order to allow Contractor to obtain such
clearances. Ministry may, in its sole discretion, request the replacement of a Contractor Representative for
whom a required FCR clearance has not been obtained or based on information arising from any of the
background check(s).
For security reasons, Contractor shall not retain any Person to provide the Deliverables whose background
checks disclose an act, omission or conduct that is incompatible with the provision of the Deliverables and
Contractors obligations herein.
Contractor shall ensure that no individual whose CPIC Level clearance is over sixty (60) months old shall
be permitted access to a Ministry or Service Provider site or the GTA Fare System or be allowed to provide
any of the above-referenced Deliverables. Contractor shall provide evidence to Ministry that all such CPIC
clearances have been obtained as soon as possible but in any event, no later than fourteen (14) days prior to
any Contractor Representative commencing work with respect to the GTA Fare System.
In addition to the foregoing security requirements, any Contractor Representatives who will be providing
Deliverables with respect to the development, maintenance and support services of Ministry security
systems and security software shall be required to meet an additional level of security clearance.
Contractor shall provide evidence to Ministry that each of the following have been applied for with respect
to each such Contractor Representative, no later than fourteen (14) days prior to any such Contractor
Representative commencing the above-referenced work with respect to the GTA Fare System: RCMP
fingerprint check (or equivalent, as approved by Ministry) and Credit Bureau check. Contractor shall
ensure that Contractor Representatives who are neither Canadians or permanent residents of Canada obtain
fingerprint checks from police authorities from their resident countries.
2.
Identification
Suitable identification of vehicles and personnel shall be required for access to any Ministry or Service
Provider premises. Each Contractor Representative shall carry and Contractor shall ensure that each
Contractor Representative carries a photo-identification card. The identification card shall be in view at all
times. Contractor shall be responsible for security of tools, materials and equipment belonging to
Contractor or Contractor Representatives.
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3.
Removal of Contractor Representatives

If Contractor becomes aware that an individual, for whom the required clearance was previously obtained,:
(a) is subsequently convicted of an offence which poses a security risk to Ministry, given the nature of the
offence;
(b) engages in conduct which would cause such Contractor Representative not to be security cleared and
approved pursuant to Section 1 of this Schedule E; or
(c) breaches any of the terms of the Contractor Representative Security Statement signed by that individual,
then Contractor shall immediately notify Ministry with details and shall immediately remove such
individual from the Project. Contractor shall, within a reasonable time, substitute a person of suitable
qualification and experience which person shall be acceptable to Ministry.
Within two (2) days of the receipt of a request from Ministry, Contractor shall remove or have removed
from the Project, anyone who is found unacceptable by Ministry or a Service Provider, as determined by
Ministry or Service Provider, in its unqualified subjective discretion, as a result of any security issues
associated with that individual, and shall, within a reasonable time, substitute a person of suitable
qualification and experience which person shall be acceptable to Ministry.
4.
Security Standards
Where Contractor or any Contractor Representative is permitted access to any Government Systems,
Contractor shall, in the access to and use of the information and Government Systems, ensure compliance
with the Service Providers information technology policies, standards and procedures, the Ontario
Government and Ministry information technology policies, standards and procedures, including, without
limitation, as described in any Ministry security policies and in the following Corporate Management
Directives: Information and Information Technology: Operating Procedure on Usage of I.T. Resources
and Information and Information Technology: Operating Procedure on Internet, Intranets and Extranets,
and the Information and Information Technology Security Directive (Directives).
Contractor shall ensure the Government Systems are used by Contractor and Contractor Representatives
only for the purpose of performing the obligations under the provisions of this Agreement and that the
Government Systems are not used by Contractor or Contractor Representatives for any other purpose
without the prior written consent of Ministry. Contractor shall ensure that no Government System is used
by Contractor or Contractor Representatives for any unauthorized purposes including for personal use.
Without limiting the generality of the foregoing, Contractor shall ensure that no such Government System
is used by Contractor or Contractor Representatives for any illegal or unacceptable activity as described in
the Directives, policies, standards and/or procedures or used in any manner that would be detrimental to the
commercial, financial, operational or legal interests of Ministry.
Contractor acknowledges and agrees that the Government Systems are the property of the Government of
Ontario, are highly valuable, and material to the interests, business and affairs of the Ontario Government
and that disclosure or improper use thereof would be detrimental to the interests, business, affairs and
obligations of the Government of Ontario. Contractor agrees not to grant access to the Government
Systems to any persons for any reason whatsoever other than to those of Contractor Representatives who
actually need to have access to the Government Systems for the purpose of enabling Contractor to perform
its obligations in accordance with this Agreement. In this event, Contractor may grant access to such
Government Systems to those Contractor Representatives as is reasonably necessary.
Contractor shall issue appropriate directions to those Contractor Representatives to whom it has lawfully
granted access to Government Systems hereunder to satisfy its obligations in this Agreement, and shall
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obtain their agreement in writing to comply with Ministrys requirements herein in the form set out in
Schedule D.
Contractor shall be responsible to Ministry for the breach of this Agreement by it or its Contractor
Representatives, including without limitation, any unauthorized access to and use of the Government
Systems by any Contractor Representatives. Upon the request of Ministry, Contractor shall provide
Ministry with a current list of Contractor Representatives to whom any access to the Government Systems
has been granted.
In the provision of Deliverables to Ministry and Service Providers, Contractor shall adhere to secure
delivery requirements which shall meet or exceed Ministrys and Service Providers requirements for the
delivery of deliverables to their sites.
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SCHEDULE F
CONTRACTOR PROVIDED INTELLECTUAL PROPERTY
(Pursuant to section 10.2(a) of the Master Supply and Services Agreement, Schedule F will be developed in
accordance with the Final Project Schedule.)
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SCHEDULE G
PAYMENT
1.
Default Billing and Payment Process

Subject to the payment provisions in the Module Appendices to this Agreement, the following process shall
govern:
(a)
Contractor shall provide Ministry with a monthly billing statement no later than ten (10) Business
Days after the end of each month and that billing statement shall include (i) the reference number
assigned to the Contract by Ministry; (ii) item numbers, date, sizes, quantities, unit prices, and
with respect to invoices for services, the period of performance covered by the invoice; (iii) a brief
description of the Deliverables provided for the relevant month; and (iv) taxes, if payable by
Ministry, identified as separate items;
(b)
if Ministry approves the billing statement, payment shall be made within thirty (30) days of such
approval, provided that, if the relevant payment is subject to a withholding provision in this
Agreement, payment will be withheld and made in accordance with the withholding provision;
(c)
except for Launch 1A System, where a relevant payment is subject to a milestone(s) being
achieved as set out in this Agreement, then payment will be made in accordance with the provision
dealing with such milestone(s). Payment for Milestones shall be made to Contractor for
deliverables in accordance with Appendix C and Appendix K; and
(d)
Ministry may make payments under the Contract by way of Procurement Card and Contractor
shall accept and process such payments in accordance with Procurement Card Protocols.
Any subsection set out above that is not expressly replaced in Schedule G with an alternative provision
shall remain in full force and effect.
For avoidance of doubt, charges for the Deliverables shall be as set out in the Financial Response Tables of
Contractors Proposal, and payment shall be made in accordance with the payment schedule for the
Deliverables in Appendix K and the provisions herein.
2.
Interest on Late Payment
If a payment is in arrears through no fault of Contractor, Ministry agrees to indemnify and save harmless Contractor
for the damages, if any, Contractor suffers and claims against Ministry up to a maximum of the amount of interest
that would have accrued on such payment from the date it was due under this Agreement until the date on which it
was actually received by Contractor at the prevailing prejudgment rate(s) of interest under the Courts of Justice Act
(Ontario).
3.
Hold Back or Set Off

Ministry may hold back payment or set off against payment if, in the opinion of Ministry acting reasonably,
Contractor has failed to comply with any requirements of this Agreement. Notwithstanding the foregoing
general right to set off, Ministry will withhold five percent (5%) of every invoice (with the exception of
Launch 1 and Services provided during the operations phase of the Project) from payment for ninety (90)
days from the date of receipt of the invoice, in order to verify that the relevant deliverables have been fully
and completely received.
Ministry shall have the right, in addition to any other remedy, to retain or deduct from any monies owing
by Ministry to Contractor an amount sufficient to satisfy any amount owing or to be owed to Ministry or a
Service Provider under this Agreement.
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4.
No Expenses or Additional Charges

There shall be no other charges payable by Ministry under this Agreement to Contractor other than the rates
established under this Agreement.
5.
Payment of Taxes and Duties

Unless otherwise stated, Contractor shall pay all applicable taxes, including excise taxes incurred by or on
Contractor's behalf with respect to this Agreement.
6.
Ministry GST Exempt

Ministry hereby certifies that the Deliverables, other than the Deliverables being acquired for the Service
Providers as their agent, are required for the use of the Crown in right of Ontario and are therefore not
subject to the federal Goods and Services Tax.
7.
Withholding Tax
Ministry shall withhold any applicable withholding tax from amounts due and owing to Contractor under
this Agreement and shall remit it to the appropriate government in accordance with applicable tax laws.
9.
Equipment Payment Framework

Equipment installation and purchase charges will be paid in accordance with the following equipment
payment framework (the Equipment Payment Framework):
- 70 -
- 71 -
- 72 -
SCHEDULE H
BONDS
- 73 -
SCHEDULE H
SAMPLE BONDS
Ministry of
Transportation
LABOUR AND MATERIALS PAYMENT BOND

Bond No. .. Amount, $. Contract No. ..
Know all Men by these Presents, that I ..

We
......
(the Contractor)
hereinafter called the Principal, and ....

.....
(the Bonding Company)
hereinafter called the Surety, are jointly and severally held and firmly bound unto Her Majesty the Queen in Right
of Ontario as represented by the Minister of Transportation hereinafter called the Obligee, and her successors in
the
sum of .....
(in words)
dollars ($ .)
of lawful money of Canada, to be paid unto the Obligee, for which payment well and truly to be made we the
Principal and Surety jointly and severally bind ourselves, our and each of our respective heirs, executors,
administrators, successors and assigns by these presents.
Sealed
with
our
respective
seals
and
dated
this
...day
of
.20..
Whereas by an agreement in writing dated the . day of

(Date of Contract)
. 20 , the Principal has entered into a contract with the Obligee, hereinafter
called the Contract, for the GTA Fare System
(Description of Work)
as in the Contract provided, which Contract is by reference herein made a part hereof as fully to all intents and
purposes as though recited in full herein.
Now therefore the Condition of this Obligation is such that if the Principal shall at
all times make payment to all creditors, as defined in the Act, for all labour, materials or services used or reasonably
required for use in the performance of the Contract, or as the same be changed, altered or varied as hereinafter
provided, to the satisfaction of the Obligee, and shall at all times full indemnify and keep indemnified the Obligee
from and against all and any manner of loss, damage, expense, suits, actions, claims, liens, proceedings, demands,
awards, payments, and liabilities arising out of or in any manner based upon or attributable to the claims of such
creditors and shall fully reimburse and repay the Obligee for all outlay, expense, liabilities, or payments, incurred or
undertaken to be made by the Obligee attributable to the claims of such creditors made pursuant to the Contract,
then this obligation shall be void, but otherwise it shall be and remain in full force and effect.
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Provided always and it is hereby agreed and declared that the Obligee and the Principal have the right to change,
alter and vary the terms of the Contract, and that the Obligee may in Her discretion at any time or times take and
receive from the Principal any security whatsoever and grant any extension of time thereon or on any liability of the
Principal to the Obligee.
Provided further and it is hereby agreed and declared that the Principal and the Surety shall not be discharged or
released from liability hereunder and that such liability shall not be in any way affected by any such changes,
alterations, or variations, taking or receiving of security, or extension of time, as aforesaid, or by the exercise by the
Obligee of any of the rights or powers reserved to Her under the Contract or by Her forbearance to exercise any such
rights or powers, including (but without restricting the generality of the foregoing) any changes in the extent or
nature of the deliverables and services to be provided, including design, build, operate and maintenance services as
further described in the Contract, or by any dealing, transaction, forbearance or forgiveness which may take place
between the Principal and the Obligee.
Provided further and it is hereby agreed and declared that the Surety shall not be liable for a greater sum than that
specified in this bond.
SIGNED, SEALED AND DELIVERED

BY THE SURETY
IN THE PRESENCE OF
(Seal)
Witness signs here
Principal signs here and seal where applicable

BY THE SURETY
IN THE PRESENCE OF
(Seal)
Witness signs here
Surety Company Officer signs here with seal
- 75 -
BOND NO. . $
..
In favour of
...
Bond
Ontario Ministry
Of
Transportation
Contract No.
- 76 -
Ministry of
Transportation
PERFORMANCE BOND
Bond No. .. Amount, $. Contract No. ..
Know all Men by these Presents, that I ..

We
......
(the Contractor)
hereinafter called the Principal, and ....

.....
(the Bonding Company)
hereinafter called the Surety, are jointly and severally held and firmly bound unto Her Majesty the Queen in Right
of Ontario as represented by the Minister of Transportation hereinafter called the Obligee, and her successors in
the
sum of .....
(in words)
dollars ($ .)
of lawful money of Canada, to be paid unto the Obligee, for which payment well and truly to be made we the
Principal and Surety jointly and severally bind ourselves, our and each of our respective heirs, executors,
administrators, successors and assigns by these presents.
Sealed
with
our
respective
seals
and
dated
this
....
day
of
....20...
Whereas by an agreement in writing dated the ... day of

(Date of Contract)
.20.., the Principal has entered into a contract with the Obligee, hereinafter called the
Contract, for the GTA Fare System.
(Description of Work)
as in the Contract provided, which Contract is by reference herein made a part hereof as fully to all intents and
purposes as though recited in full herein.
Now therefore the Condition of this Obligation is such that if the Principal shall at all
times duly perform and observe the Contract or as the same be changed, altered or varied as hereinafter provided, to
the satisfaction of the Obligee and shall at all times fully indemnify and keep indemnified the Obligee from and
against all and any manner of loss, damage, expense, suits, actions, claims, liens, proceedings, demands, awards,
payments and liabilities arising out of or in any manner based upon or attributable to the Contract and shall fully
reimburse and repay the Obligee for all outlay expense, liabilities, or payments incurred or undertaken to be made
by the Obligee pursuant to the Contract, then this obligation shall be void, but otherwise it shall be and remain in full
force and effect.
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Provided further and it is hereby agreed and declared that there shall be no liability under this instrument of the
Principal and Surety for payment of any claims for labour, material, or services used or reasonably required for use
in the performance of the Contract.
Provided always and it is hereby agreed and declared that the Obligee and the Principal have the right to change,
alter and vary the terms of the Contract and that the Obligee may in Her discretion at any time or times take and
receive from the Principal any security whatsoever and grant any extension of time thereon or on any liability of the
Principal to the Obligee.
Provided further and it is hereby agreed and declared that the Principal and the Surety shall not be discharged or
released from liability hereunder and that such liability shall not be in any way affected by any such changes,
alterations, or variations, taking or receiving of security, or extension of time, as aforesaid, or by the exercise by the
Obligee of any of the rights or powers reserved to Her under the Contract or by Her forebearance to exercise any
such rights or powers, including (but without restricting the generality of the foregoing) any changes in that extent or
nature of the deliverables and services to be provided under the Contract, including design, build, operate and
maintenance services as further described in the Contract, or by any dealing, transaction, forebearance or
forgiveness which may take place between the Principal and the Obligee.
Provided further and it is hereby agreed and declared that the Surety shall not be liable for a greater sum than that
specified in this bond.

BY THE SURETY
IN THE PRESENCE OF
(Seal)
Witness signs here
Principal signs here and seal where applicable

BY THE SURETY
IN THE PRESENCE OF
(Seal)
Witness signs here
Surety Company Officer signs here with seal
- 78 -
BOND NO. . $
..
In favour of
...
Bond
Ontario Ministry
Of
Transportation
Contract No.
- 79 -
SCHEDULE I
MINISTRY OBLIGATIONS
1.
Respond, in a timely manner, to Contractors reasonable request for information and approvals.
2.
Facilitate Contractor access to information required for the completion of the design, development and
testing of the GTAFS.
3.
Coordinate access to facilities or stations for purpose of equipment installation, testing and commissioning
of the GTAFS.
4.
Manage and mediate all disputes arising between Contractor and Service Providers.
5.
First line maintenance and preventive maintenance as described in Final Design Review and the GTA Fare
System Technical Specifications on nominated Devices by Service Providers in accordance with the preestablished procedures.
6.
Make timely payments in accordance with the stipulated payment terms and conditions.
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SCHEDULE J
ESCROW AGREEMENTS
(Pursuant to Section 10.5 of the Master Supply and Services Agreement, Schedule J is incorporated by reference)
- 81 -
EXHIBIT 1
RFP
(Pursuant to Section 2.3 of the Master Supply and Services Agreement, Exhibit 1 is incorporated by reference)
- 82 -
EXHIBIT 2
PROPOSAL
(Pursuant to Section 2.3 of the Master Supply and Services Agreement, Exhibit 2 is incorporated by reference)
- 83 -
MODULE APPENDIX A
TO MASTER SUPPLY AND SERVICES AGREEMENT
DEVELOPMENT, IMPLEMENTATION AND OPERATION OF LAUNCH 1 SYSTEM
This Appendix includes all of the terms and conditions specific to the Deliverable described below and is to be read
in conjunction with the Terms and Conditions of the Master Supply and Services Agreement.
ARTICLE 1
1.1
This Appendix shall be interpreted and respective obligations determined under the GTA Fare System
Technical Specifications, read in its entirety. Any specific references to certain parts of the GTA Fare
System Technical Specifications herein are for convenience only.
ARTICLE 2
2.1
INTERPRETATION
SCOPE OF DELIVERABLE
As described in GTA Fare System Technical Specification Part 10 Launch 1 System (Part 10), the
Launch 1 System is a proof-of-concept farecard based fare collection system that shall be implemented in
advance of the full roll-out of the GTA Fare System (the Launch 1 System). In order to demonstrate this
proof-of-concept, the Launch 1 System shall offer a subset of the functionality that will be provided by the
GTA Fare System.
The primary objective of the Launch 1 System is to test customer acceptance of farecards as a means of
fare payment and demonstrate GTA Fare System functions and features ahead of the full roll out of the
GTA Fare System.
2.2
Contractor shall implement the Launch 1 System to demonstrate and provide the necessary functionality to
allow card holders to use the system in a realistic manner.
2.3
Contractor shall provide the Launch 1 System in compliance with the GTA Fare System Technical
Specifications as referenced herein, within the specific confines of Part 10 of the GTA Fare System
Technical Specifications.
ARTICLE 3
3.1
SCHEDULE
The procurement, development and implementation schedule shall be as developed in accordance with the
GTA Fare System Technical Specifications, Part 10, of the Launch 1 System.
The Launch 1a System shall have a minimum term of 6 months. For the purposes of this Exhibit, Term
shall mean the total term of the Launch 1 System.
ARTICLE 4
CONTRACTOR OBLIGATIONS
4.1
The Launch 1 System shall be installed by Contractor for the transit services and at the locations as set out
in Part 10 of the GTA Fare System Technical Specifications.
4.2
Contractor shall be responsible for the Deliverables with respect to the Launch 1 System as set out in Part
10 of the GTA Fare System Technical Specifications.
4.3
Contractor shall comply with the installation requirements documented in the following parts of the GTA
Fare System Technical Specifications to the extent required for the Launch 1 System functionality:
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(a)
Part 7 System Assurances;
(b)
Part 4 Municipal Service Provider System Specification; and
(c)
Part 3 GO Transit System Specification.
4.4
The Launch 1 System shall operate in accordance with the system concept for the GTA Fare System, as
detailed in GTA Fare System Technical Specification Part 1 Scope of Work, subject to the exceptions in
Part 10 of the GTA Fare System Technical Specifications.
4.5
Contractor shall comply with the Device quantities set out in Part 10 of the GTA Fare System Technical
Specifications. The Devices shall comply with the requirements in GTA Fare System Technical
Specification Part 5 General Design Requirements and Devices and shall have the specific level of
functionality as required by Part 10 of the GTA Fare System Technical Specifications.
4.6
During the Launch 1 System phase, Contractor shall develop certain hardware for the back end system
which shall have the minimum functionality as set out in Part 10 of the GTA Fare System Technical
Specifications.
4.7
Contractor shall be responsible for all services in accordance with the specifications in Part 10 of the GTA
Fare System Technical Specifications, including, without limitation:
4.8
(a)
back end system operation;
(b)
on-site technical support and maintenance;
(c)
phone technical support; and
(d)
development of training materials and manuals and providing training in compliance with GTA
Fare System Technical Specification Part 7 System Assurances and as applicable to Launch 1.
The Launch 1 System shall comply with the requirements of GTA Fare System Technical Specification
Part 8 Performance Standards, to support the functionality required by the Launch 1 System, subject to
the exception of Part 10 of the GTA Fare System Technical Specifications.
ARTICLE 5
5.1
Ministry and Service Providers shall be responsible for the activities and support as set out in subsection
2.1.2 of Part 10 of the GTA Fare System Technical Specifications.
ARTICLE 6
6.1
6.2
MINISTRY ROLE
ACCEPTANCE AND TESTING
Contractor shall comply with the testing requirements specified in GTA Fare System Technical
Specification Part 7 System Assurances for Launch 1a to the extent required to:
(a)
verify the configuration, functionality and performance of the system;
(b)
demonstrate that the system operates as a properly functioning integrated system; and
(c)
provide a mechanism for acceptance of the system by Ministry.
Contractor shall develop the testing regime for the Launch 1a system that satisfies the above referenced
requirements as described in the GTA Fare System Technical Specifications, Part 10.
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ARTICLE 7
7.1
PRICING AND PAYMENT
Launch 1 Invoicing
The Launch 1a Demonstration Date will occur no less than ten (10) months, and no more than twelve (12)
months, after this Agreement Effective Date. All charges relating to Launch 1 will be paid by Ministry,
and therefore GST is not applicable. Invoices relating to Contractors Launch 1 solution shall be payable
according to the following schedule:
(a)
7.2
If the Launch 1a System is successfully completed on or before the originally scheduled Launch
1a Demonstration Date, then one hundred percent (100%) of the total amounts invoiced for
Launch 1a will be payable thirty (30) days following receipt of a proper invoice by Ministry,
immediately upon the successful completion and acceptance of the Launch 1a System.
Pricing
All prices shall be in accordance with Appendix C, specifically Item 1.0.
ARTICLE 8
8.1
REMEDIES
Contractor acknowledges and confirms that the successful development, implementation and operation of
the Launch 1 System is integral to the success of the GTA Fare System as a whole. Failure to meet the
implementation schedule or the performance requirements set out in the GTA Fare System Technical
Specifications may result in termination of this Agreement by Ministry in accordance with the termination
provisions of the Master Supply and Services Agreement.
- 86 -
MODULE APPENDIX B
DEVELOPMENT OF PROJECT BLUEPRINT
ARTICLE 1
1.1
In accordance with the provisions of the Master Supply and Services Agreement, Contractor and Ministry
shall collaborate on the development of the Project Blueprint.
ARTICLE 2
SCHEDULE
2.1
The development of the Project Blueprint shall commence within five (5) Business Days following the
Effective Date.
2.2
The Project Blueprint shall be finalized by Contractor no later than June 26, 2008.
ARTICLE 3
3.1
Contractor acknowledges and confirms that the successful development, of the Project Blueprint is integral
to the success of the GTA Fare System as a whole. Failure to reach an agreement may result in termination
of this Agreement by Ministry in accordance with the termination provisions of the Master Supply and
Services Agreement.
ARTICLE 4
4.1
REMEDIES
PRICING
All charges for Project Blueprint development services will be payable in accordance with the Preliminary
Design Review milestone for the Central System, GO Transit System, Municipal Systems and Open
Interface Standard in Appendix K.
- 87 -
MODULE APPENDIX C
DEVELOPMENT, PROCUREMENT, INSTALLATION AND ACCEPTANCE OF THE CENTRAL
SYSTEM
ARTICLE 1
1.1
This Appendix shall be interpreted and respective obligations determined under Final Design Review and
the GTA Fare System Technical Specifications. Any specific references to certain parts of the GTA Fare
ARTICLE 2
2.1
Contractor shall develop, implement, procure and install the various components of the Central System,
including the GO Transit System and the Municipal Systems, as set out in Final Design Review, the GTA
Fare System Technical Specifications and the Project Blueprint.
ARTICLE 3
3.1
INTERPRETATION
Contractor shall develop the Central System in accordance with the specifications and standards of Final
Design Review, the GTA Fare System Technical Specifications and the Project Blueprint, in accordance
with the Final Project Schedule.
ARTICLE 4
MINISTRY ROLE
4.1
Ministry shall be responsible for fulfilling the requirements set out in Project Blueprint, Final Design
Review and section 14 of Part 1, GTA Fare System Technical Specifications in accordance with the Final
Project Schedule, with respect to Ministry responsibility.
4.2
The Service Providers shall be responsible for fulfilling the requirements set out in Project Blueprint, Final
Design Review, and section 14 of Part 1, GTA Fare System Technical Specifications, in accordance with
the Final Project Schedule, with respect to Service Provider responsibility.
ARTICLE 5
5.1
Contractor shall implement the Central System in accordance with the Final Project Schedule.
ARTICLE 6
6.1
Acceptance and testing shall be performed in accordance with the procedure established in the Project
Blueprint and Final Design Review.
ARTICLE 7
7.1
SCHEDULE
PRICING AND PAYMENT
Central System Build Invoicing

All charges relating to the Central System Build phase will be paid by Ministry, and therefore GST is not
applicable.
Invoices relating to Contractors Central System Build Deliverables will be payable
according to the payment schedule in Appendix K, in accordance with the five percent (5%) holdback
provisions in Schedule G of this Agreement.
- 88 -
7.2
Municipal Systems Invoicing

All charges relating to Municipal Systems shall be paid by the respective Service Providers, and therefore
GST is applicable. Invoices relating to Contractors Municipal Systems Deliverables will be payable
according to the payment schedule in Appendix K, in accordance with the five percent (5%) holdback
provisions in Schedule G of this Agreement.
7.3
GO Transit Systems Invoicing

All charges relating to GO Transit Systems will be paid by GO Transit, and therefore GST is applicable.
Invoices relating to Contractors GO Transit Systems Deliverables will be payable according to the
payment schedule in Appendix K, in accordance with the five percent (5%) holdback provisions in
Schedule G of this Agreement.
7.4
Pricing
All prices shall be in accordance with Appendices C and K, specifically Item 2.0.
- 89 -
MODULE APPENDIX D
MAINTENANCE, SERVICE AND OPERATION OF THE CENTRAL SYSTEM
ARTICLE 1
1.1
ARTICLE 2
2.1
Contractor shall operate the Central System and shall provide all human, material and other resources
required for the Operation of the Central System as set out in Final Design Review, the GTA Fare System
Technical Specifications and the Project Blueprint.
ARTICLE 3
3.1
INTERPRETATION
Contractor shall provide operation and maintenance services of the Central System in accordance with the
specifications and standards of Final Design Review, the GTA Fare System Technical Specifications and
the Project Blueprint, in accordance with the Final Project Schedule.
ARTICLE 4
MINISTRY ROLE
4.1
Review and section 14 of Part 1, GTA Fare System Technical Specifications, in accordance with the Final
Project Schedule, with respect to Ministry responsibility.
4.2
Design Review and section 14 of Part 1, GTA Fare System Technical Specifications in accordance with the
Final Project Schedule, with respect to Service Provider responsibility.
ARTICLE 5
5.1
ARTICLE 6
6.1
PRICING PAYMENT
Central System Operations and Technical Support Services

All charges relating to the Central System Operations phase will be paid by Ministry, and therefore GST
is not applicable. Invoices relating to Contractors Central System Operations and Technical Support
Services Deliverables will be payable thirty (30) days following receipt of proper invoice in accordance
with Schedule G of this Agreement. Invoices shall be submitted to Ministry with the first revenue
service month.
- 90 -
6.2
Farecard Invoicing
Farecards will be issued via three channels: by Contractor through its GTA Fare System Customer Services
(described in Final Design Review and the GTA Fare System Technical Specifications); by the Service
Providers directly; and by Third Party Agents (described in Final Design Review and the GTA Fare System
Technical Specifications).
(a)
Invoicing related to Contractors issuance of farecards through its GTA Fare System Customer
Services shall be submitted to Ministry monthly in arrears, and will be payable thirty (30) days
following receipt of proper invoice in accordance with Schedule G of this Agreement.
(b)
Invoicing related to Contractors issuance of farecards to GO Transit and the Service Providers
shall be submitted to the relevant Service Provider monthly in arrears, and will be payable thirty
(30) days following receipt of proper invoice in accordance with Schedule G of this Agreement.
(c)
Invoicing related to Contractors issuance of farecards to Third Party Agents shall be submitted to
the applicable Third Party Agent. Mode of payment and processing terms and conditions for
payment shall be as defined in the retail contract between Contractor and the Third Party Agent.
Each year, Ministry will provide an Annual Farecard Volume Estimate (Forecast) for that year. Invoices
for Farecards purchased during the year shall be based on the Unit Farecard Charge at volume tiers
corresponding to the estimate of the number of Farecards projected to be purchased during that year. At the
end of the year, a reconciliation will be made, based on the actual number of Farecards purchased during
the year. If purchases fall short of the estimated volume, Ministry will commit to purchasing the balance
during the first six (6) months of the following year. If demand for Farecards exceeds the estimate for a
particular year, and additional Farecards are required (Replenishment Order) these additional Farecards
shall be invoiced at the Unit Farecard Charge corresponding to the volume tier associated with the
Replenishment Order, rather than the total annual order volume.
6.3
Pricing
All prices shall be in accordance with Appendix C, specifically Items 6.0 and 7.0.
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MODULE APPENDIX E
PROCUREMENT AND INSTALLATION OF FIELD EQUIPMENT FOR MUNICIPAL SYSTEMS AND
TTC INITIAL SYSTEM
ARTICLE 1
1.1
ARTICLE 2
2.1
Contractor shall procure and install the field equipment for the Municipal Systems and TTC Initial System
as set out in Final Design Review, the GTA Fare System Technical Specifications and the Project
Blueprint.
ARTICLE 3
3.1
INTERPRETATION
Contractor shall procure and install the field equipment in accordance with the specifications and standards
of Final Design Review, the GTA Fare System Technical Specifications and the Project Blueprint, in
accordance with the Final Project Schedule.
ARTICLE 4
MINISTRY ROLE
4.1
Review and section 14, Part 1 of the GTA Fare System Technical Specifications in accordance with the
Final Project Schedule, with respect to Ministry responsibility.
4.2
design Review, section 14 of Part 1, GTA Fare System Technical Specifications in accordance with the
Final Project Schedule, with respect to Service Provider responsibility.
4.3
The Municipal Service Providers shall support the installation process with respect to the Municipal
Systems and TTC Initial System in accordance with Project Blueprint, Final Design Review and section 15,
Part 4 of the GTA Fare System Technical Specifications in accordance with the Final Project Schedule.
ARTICLE 5
5.1
The schedule for the procurement and installation of field equipment shall be as set out in the Final Project
Schedule.
ARTICLE 6
6.1
SCHEDULE
- 92 -
ARTICLE 7
7.1
PRICING PAYMENT
Equipment Invoicing
All charges relating to equipment purchases and installations will be paid by the Service Providers, and
therefore GST is applicable. All charges related to equipment purchases and installations will be billed
and paid in accordance with the Equipment Payment Framework. Invoices relating to equipment purchases
and installations shall be payable within thirty (30) days following receipt of proper invoice in accordance
with Schedule G of this Agreement.
7.2
Pricing
All prices shall be in accordance with Appendix C, specifically Items 3.0, 5.0 and 10.0.
- 93 -
MODULE APPENDIX F
PROCUREMENT AND INSTALLATION OF FIELD EQUIPMENT FOR
GO TRANSIT SYSTEM
ARTICLE 1
1.1
This Appendix shall be interpreted and respective obligations determined under Final Design Review, the
GTA Fare System Technical Specifications. Any specific references to certain parts of the GTA Fare
ARTICLE 2
2.1
Contractor shall procure and install the field equipment for the GO Transit System as set out in Final
Design Review, the GTA Fare System Technical Specifications and the Project Blueprint.
ARTICLE 3
3.1
INTERPRETATION
Contractor shall procure and install the field equipment in accordance with the specifications and standards
ARTICLE 4
MINISTRY ROLE
4.1
Review, and section 14, Part 1 of the GTA Fare System Technical Specifications in accordance with the
Final Project Schedule, with respect to Ministry responsibility.
4.2
Design Review, and section 14, Part 1 of the GTA Fare System Technical Specifications in accordance
with the Final Project Schedule, with respect to Service Provider responsibility.
4.3
GO Transit shall support the installation process with respect to the GO Transit System in accordance with
Project Blueprint, Final Design Review and section 13, Part 3 of the GTA Fare System Technical
Specifications in accordance with the Final Project Schedule.
ARTICLE 5
5.1
The schedule for the procurement and installation of field equipment shall be as set out in the Final Project
Schedule.
ARTICLE 6
6.1
SCHEDULE
- 94 -
ARTICLE 7
7.1
PRICING PAYMENT
Equipment Invoicing
All charges relating to equipment purchases and installations will be paid by the Service Providers, and
therefore GST is applicable. All charges related to equipment purchases and installations will be billed
and paid in accordance with the Equipment Payment Framework. Invoices relating to equipment purchases
and installations shall be payable within thirty (30) days following receipt of proper invoice in accordance
with Schedule G of this Agreement.
7.2
Pricing
All prices shall be in accordance with Appendix C, specifically Items 4.0, 5.0 and 10.0.
- 95 -
MODULE APPENDIX G
MAINTENANCE, SERVICE AND OPERATION OF FIELD EQUIPMENT FOR MUNICIPAL SYSTEMS,
THE GO TRANSIT SYSTEM AND THE TTC INITIAL SYSTEM
ARTICLE 1
1.1
ARTICLE 2
2.1
ARTICLE 6
6.1
MINISTRY ROLE
Ministry, as agent for the Service Providers, GO Transit and the Municipal Service Providers shall each be
responsible for certain maintenance and operation activities in accordance with specifications and standards
ARTICLE 5
5.1
Contractor shall perform its operation and maintenance services with respect to the field equipment in
accordance with the specifications and standards of Final Design Review, the GTA Fare System Technical
Specifications and the Project Blueprint, in accordance with the Final Project Schedule.
ARTICLE 4
4.1
This deliverable outlines the maintenance, service and operations of field equipment with respect to the
Municipal Systems, the GO Transit System and the TTC Initial System.
ARTICLE 3
3.1
INTERPRETATION
PRICING PAYMENT
Fare System Equipment Technical Support Invoicing

All charges relating to Fare System Equipment Technical Support Services shall be paid by the Service
Providers, and therefore GST is applicable. Invoices for Fare System Equipment Technical Support
Services shall be submitted by Contractor to the relevant Service Provider. Invoices will be payable by the
relevant Service Provider thirty (30) days following receipt of proper invoice in accordance with Schedule
G of this Agreement. Invoices must be submitted for services in arrears, following the end of each
revenue service month, beginning with the first revenue service month.
6.2
Pricing
- 96 -
MODULE APPENDIX H
MAINTENANCE OF THIRD PARTY NETWORKS
ARTICLE 1
1.1
ARTICLE 2
2.1
ARTICLE 6
6.1
SERVICE PROVIDER ROLE
Each Service Provider shall be responsible for defining the Third Party Agency Network within the service
area as specified in Final Design Review and section 4, Part 6 of the GTA Fare System Technical
Specifications, in accordance with the Final Project Schedule.
ARTICLE 5
5.1
Contractor shall manage the Third Party Agency Network in accordance with the specifications and
standards of Final Design Review, the GTA Fare System Technical Specifications and the Project
Blueprint, in accordance with the Final Project Schedule.
ARTICLE 4
4.1
Service Providers shall supplement the customer transactions carried out in the Customer Service Outlets
(described in the GTA Fare System Technical Specifications) with the Third Party Agency Network
(described in the GTA Fare System Technical Specifications). Contractor shall be responsible for
providing certain management services with respect to the Third Party Agency Networks as specified in
Final Design Review and section 4, Part 6 of the GTA Fare System Technical Specifications and the
Project Blueprint.
ARTICLE 3
3.1
INTERPRETATION
PRICING AND PAYMENT
Third Party Agency Network Management Services Invoicing

All charges relating to Third Party Agency Network Management Services will be paid by the Service
Providers, and therefore GST is applicable. Invoices for Third Party Agency Network Management
Services shall be submitted directly to the relevant Service Provider. Invoices relating to Third Party
Agency Network Management Services will be payable by the Service Provider thirty (30) days following
receipt of proper invoice in accordance with Schedule G of this Agreement. Invoices must be submitted for
services in arrears, following the end of each revenue service month, beginning with the first revenue
service month.
6.2
- 97 -
MODULE APPENDIX I
DISASTER RECOVERY
ARTICLE 1
1.1
ARTICLE 2
2.1
SCHEDULE
The schedule with respect to the development and implementation of the Disaster Recovery Plan and the
provision of Disaster Recovery Services shall be as set out in the Final Project Schedule.
ARTICLE 4
4.1
The objectives of the Disaster Recovery Plan are to ensure the ongoing operation of the GTA Fare System
(including the delivery of all services) and the collection and integrity of transaction data under any event
that threatens to or impacts on the operation of the GTA Fare System.
ARTICLE 3
3.1
INTERPRETATION
Contractor shall develop and implement Disaster Recovery Plan and shall be responsible for providing
Disaster Recovery Services in accordance with Final Design Review, the GTA Fare System Technical
Specifications and the Project Blueprint, in accordance with the Final Project Schedule.
ARTICLE 5
5.1
5.2
The Disaster Recovery Plan shall be subject to regular review and revision to minimize the impact of any
possible incident on the operation of the GTA Fare System.
5.3
A joint committee comprising representatives of the Services Providers, Ministry and Contractor shall be
formed for the purpose of reviewing the Disaster Recovery Plan.
ARTICLE 6
6.1
PRICING
All prices shall be in accordance with Appendix C, specifically Items 7.2 and 7.5.
- 98 -
MODULE APPENDIX J
CONTRACT TRANSITION OUT SERVICES
ARTICLE 1
1.1
INTRODUCTION
PURPOSE
To set forth the obligations of Contractor and Ministry with respect to Transition Out Services.
Contractor shall provide Ministry with transition assistance to a new provider of the Deliverables or to Ministry.
Contractor shall assist the orderly transfer of the services with minimal disruption to the operations of the GTA Fare
System. The scope of Transition Out Services shall, at a minimum, address all services required to be provided by
Contractor during the Term as described in this Agreement, including:
(a)
Central System Operations
(b)
Central Technical Support
(c)
Third Party Agency Network Management
Commencing six (6) months prior to the date of expiration or termination of the Term of this Agreement, Ministry
may direct Contractor to perform Transition Out Services, and if so directed, Contractor shall perform services in
connection with migrating the provisioning of the Deliverables to a new vendor, or to Ministry; as directed by
Ministry.
At the option of Ministry, the Transition Out Services shall be provided for a period of six (6) months (180 calendar
days) commencing anytime prior to the end of the Term of this Agreement. Contractor has an obligation to provide
transition assistance under any termination scenario for a period of six (6) months for the Transition Out Fee as set
out in this Agreement. Ministry may elect to acquire additional Transition Out Services for up to thirty-six (36)
months. Ministry, at its sole discretion, may extend the period of Transition Out Service on a month-by-month
basis. The monthly rate applicable to any extended period of Transition Out Services shall be based upon the per
diem resource rates within the Proposal and shall not exceed a pro rata portion of the Transition Out Fee calculated
as a fraction of the Transition Out Fee, the numerator of which shall be the total Transition Out Fee and the
denominator shall be 6.
ARTICLE 2
2.1
ROLES OF THE PARTIES
ROLE OF CONTRACTOR
Contractor shall provide the Transition Out Services in a fully co-operative manner with Ministry or a third party
designated by Ministry. Copies of all information (paper or electronic, manuals, documents, spreadsheets, and
databases) relating to the GTA Fare System and developed pursuant to this Agreement, and necessary for Ministry
or its designate for the ongoing provisioning of Deliverables to Ministry, shall be provided to Ministry or its
designate, as directed by Ministry. The obligations of Contractor under this Agreement shall continue to apply
during the Transition Out Period including all performance and service levels set out in this Agreement.
- 99 -
2.2
CONTRACTOR RESOURCES FOR THE TRANSITION OUT SERVICES
Contractor shall provide such resources as are necessary to support the Transition Out Services. The resources will
include consulting services and assistance with transitioning the Deliverables to a new provider. The resources that
will be made available by Contractor to assist with the Transition Out shall include, but not limited to:
(a)
Project Management
(b)
Senior Systems Engineering
(c)
Change Management
(d)
Customer Support (Call Centre and Website)
(e)
Senior Network Engineering
(f)
Senior Technical Support Engineering
(g)
Training and Documentation
(h)
Financial Management and Accounting
(i)
Third Party Agency Network Management
Without limiting Contractors obligation to provide such resources as are necessary to support the Transition Out
Services, the Transition Out Fee for a six month Transition Out period must include but not be limited to, (a) a full
time person for the Project Management role and (b) a full time person for the Senior Systems Engineering role and
(c) for each of the above remaining roles, the equivalent of one person half time for the duration of the Transition
Out period.
Contractor Transition Out Project Manager will be the single point of contact for Ministry or new provider of
Services and shall ensure the continued provision of Deliverables of Contractor as part of the Transition Out
Services.
2.3
THE ROLE OF MINISTRY
Ministry will set the overall direction for Transition Out. It will also provide input to and approve the Transition
Out activities and assist in the resolution of issues.
ARTICLE 3
TRANSITION OUT SERVICES
The Transition Out Services that Contractor will provide during the Transition Out Period will include:
(a)
Assisting in the execution and management of a parallel operation (where appropriate), until the effective
date of expiration, non-renewal or of termination of the Deliverables under this Agreement;
(b)
Documenting the procedures to be followed during the Transition Out phase;
(c)
Assembling of all documentation and provision of any remaining reports and documentation still in
Contractors possession;
(d)
Preparing all Ministry Group Intellectual Property, including Ministry owned software, systems and data
for export and electronic transfer to the new provider of Deliverables or Ministry;
- 100 -
(e)
Ensuring a smooth transition and management of services, including the transferring the Central System
operations and all Ministry owned equipment to the new provider of Services, as required;
(f)
Ensuring that all Intellectual Property used to provide the Deliverables are provided in accordance with this
Agreement in a way that there is no disruption to the development, maintenance, enhancement and
operational use of the GTA Fare System;
(g)
Providing such other consulting Services as requested by Ministry over and above the Services which
Contractor is required to provide in this Agreement during the Term, including all skills and knowledge
transfer to Ministry or its designated provider of Deliverables.
ARTICLE 4
4.1
PRICING
- 101 -
MODULE APPENDIX K
GENERAL CONSULTING SERVICES
ARTICLE 1
1.1
ARTICLE 2
2.1
Contractor shall provide general consulting services as required by Ministry and as may be set out in the
GTA Fare System Technical Specifications, the Project Blueprint and the RFP.
ARTICLE 3
3.1
INTERPRETATION
PRICING PAYMENT
Professional Services Invoicing

Contractor may be engaged by Ministry to deliver additional related professional services for Ministry or
for a Service Provider.
(a)
Invoicing related to additional related professional services ordered by Ministry shall conform to
the following:
(i)
All charges shall be paid by Ministry, and therefore GST is not applicable; and
(ii)
Invoices will be payable thirty (30) days following delivery, receipt, and acceptance in
accordance with Schedule G of this Agreement.
(b)
Invoicing related to additional related professional services provided to the Service Providers shall
conform to the following:
(i)
All charges shall be billed to and paid for by the relevant Service Provider, and therefore
GST is applicable;
(ii)
Invoices shall be submitted directly to the relevant Service Provider; and
(iii)
Invoices shall be payable thirty (30) days following delivery, receipt, and acceptance in
accordance with Schedule G of this Agreement.
3.2
Pricing
- 102 -
MODULE APPENDIX L
SERVICE LEVEL AGREEMENT
ARTICLE 1
INTERPRETATION
1.1
the GTA Fare System Technical Specifications. Any specific references to certain parts of the GTA Fare System
Technical Specifications herein are for convenience only.
ARTICLE 2
2.1
The objective of the Service Level Agreement is to ensure that commitments are in place to provide
optimal operation and delivery of services for the GTA Fare System. The Service Level Agreement will describe
specific Services, performance targets and contracted service levels which Contractor is required to achieve, and
which Ministry will use to monitor the overall effectiveness of the service relationship.
ARTICLE 3
SERVICE LEVEL AGREEMENT STRUCTURE
3.1
The structure with respect to the development of the Service Level Agreement shall include, but not limited
to, the following components:
(a)
Service Level Management Process
(b)
Measuring Service Levels
(c)
Service Level Remedies
(d)
Reporting
(e)
Contracted Service Levels
ARTICLE 4
4.1
OBLIGATIONS
Ministry and Contractor shall develop and execute the Service Level Agreement in accordance with this
Agreement, the Project Blueprint, Final Design Review and the GTA Fare System Technical
Specifications, in accordance with the Final Project Schedule.
- 103 -

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MASTER SUPPLY AND SERVICES AGREEMENT

THE CROWN IN RIGHT OF ONTARIO

RELATIONSHIP MANAGEMENT AND ADMINISTRATION ............................................ 9

Access to Premises .......................................................................................................................... 9

GENERAL FINANCIAL TERMS AND CONDITIONS ........................................................ 16

Pricing and Payment ..................................................................................................................... 16

General Contractor Obligations under FIPPA............................................................................... 21

INTELLECTUAL PROPERTY ................................................................................................ 24

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

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

INTENTIONALLY DELETED (GENERAL SYSTEM AND SOFTWARE

TERMINATION AND REMEDIES ......................................................................................... 30

Ministry Terminable Default......................................................................................................... 30

GENERAL ASSIGNMENT ....................................................................................................... 39

DISPUTE RESOLUTION .......................................................................................................... 40

Legal Remedies for Disputes ........................................................................................................ 40

Entire Agreement .......................................................................................................................... 42

SCHEDULE A GLOSSARY OF TERMS ............................................................................................................. 46

MASTER SUPPLY AND SERVICES AGREEMENT

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

the Greater Toronto Transit Authority;

The Hamilton Street Railway Company;

The Regional Municipality of York;

The Corporation of the City of Mississauga;

The Corporation of the City of Burlington;

The Corporation of the City of Brampton;

The Corporation of the Town of Oakville;

The Regional Municipality of Durham; and

Exclusivity and Minimum Volumes

Changes to Scope of the Agreement

Incorporation of Enhancements in Deliverables

written notice to Ministry of any such enhancements or improvements, describing the

All changes pursuant to subsection 1.4(b)(i) above shall be implemented in accordance

STRUCTURE OF AGREEMENT AND INTERPRETATION

Contents of the Agreement

Schedules to the Agreement

Schedule A Glossary of Terms and Interpretation;

Schedule B Change Management Procedures;

Schedule C Authorized Representatives;

Schedule D Contractor Representative Security Statement;

Schedule E Security Procedures;

Schedule F Contractor Provided Intellectual Property;

Schedule I Ministry Obligations; and

Schedule J Escrow Agreements.

Exhibits to the Agreement

Exhibit 1 RFP; and

Module Appendices to the Agreement

Module Appendix A Development, Implementation and Operation of the Launch 1 System;

Module Appendix B Development of Project Blueprint;

Module Appendix C Development, Procurement, Installation and Acceptance of the Central

Module Appendix D Maintenance, Service and Operation of the Central System;

Module Appendix H Maintenance of Third Party Networks;

Module Appendix I Disaster Recovery;

Module Appendix J Contract Transition Out Services;

Module Appendix K General Consulting Services; and

Module Appendix L Service Level Agreement.

Incorporated GTA Fare System Technical Specifications

Part 1 Scope of Work;

Part 2 Central System Specifications;

Part 3 GO Transit Service Provider Specification;

Part 4 Municipal Service Provider Specification;

Part 5 General Design Requirements and Devices Specification;

Part 6 Services Specification;

Part 7 System Assurances;