TORONTO TRANSIT COMMISSION REQUEST FOR BIDS FOR THE SALE & REMOVAL OF H6 SUBWAY CARS BID NO.: Z08BT14006

Transcription

1 TORONTO TRANSIT COMMISSION REQUEST FOR BIDS FOR THE SALE & REMOVAL OF H6 SUBWAY CARS BID NO.: Z08BT14006 December 2013 Toronto Transit Commission

2 Toronto Transit Commission Request For Bids MASTER INDEX REQUEST FOR BIDS INDEX DOCUMENT INSTRUCTIONS TO BIDDERS DOCUMENT BID FORM DOCUMENT BID BOND DOCUMENT 00411A- BID SECURITY IRREVOCABLE LETTER OF CREDIT DOCUMENT PERFORMANCE BOND DOCUMENT IRREVOCABLE LETTER OF CREDIT DOCUMENT PARENTAL GUARANTEE DOCUMENT GENERAL CONDITIONS DIVISION 1 - SPECIFICATIONS

3 Toronto Transit Commission Document INSTRUCTIONS TO BIDDERS INDEX Section Title Page 1 BID SUBMISSION BID WITHDRAWL OR REVISION BID INQUIRIES BID OPENING AND RESULTS COMMUNICATIONS RESTRICTIONS ADDENDA PRICING SUBMISSION REQUIREMENTS SELECTION OF BIDDER EXCEPTIONS OR QUALIFICATIONS EVALUATION AND ACCEPTANCE OF BIDS MUNICIPAL FREEDOM OF INFORMATION AND PROTECTION OF PRIVACY ACT WORK PERFORMANCE INVESTIGATION BY THE BIDDER INSURANCE REQUIREMENTS BID SECURITY PARENTAL INDEMNITY CONTRACT AWARD SITE VISIT...12

4 Toronto Transit Commission Document INSTRUCTIONS TO BIDDERS Page 1 BID NO.: Z08BT14006 TITLE: SALE & REMOVAL OF H6 SUBWAY CARS 1 BID SUBMISSION The Bidder shall be responsible for ensuring it understands the Instructions to Bidders, General Conditions, applicable Supplementary Conditions, Specifications, and all other related documents which form this Request for Bids. The Bidder shall complete and submit the Bid Form to the TTC by hand delivery/courier by 10:00:59 a.m. Toronto time on FRIDAY, JANUARY 17, 2014 ( Bid Closing Date ): ATTENTION: Head Commission Services Department 1900 Yonge Street Toronto, Ontario, Canada, M4S 1Z2 The Bidder should not show its name, or any other identifying mark or information, on its Bid submission envelope, but should write the Bid Closing Date on the provided Submission Label, attached hereto as Appendix A, and shall affix the Submission Label to its submission envelope. The TTC will not be responsible to redirect any submissions delivered in error to any other of the TTC's properties. Any submission received and date and time stamped after the Bid Closing Date shall not be considered and will be opened by the TTC s Commission Services Department only to determine the name of the company providing the submission. The company will be notified that its submission was received after the Bid Closing Date and that it will not be considered for evaluation. A facsimile Bid, or any electronic media-type submission, or a Bid not submitted in a sealed envelope shall not be accepted unless otherwise expressly permitted within the RFB. 2 BID WITHDRAWL OR REVISION Bids submitted to the TTC on or before the Bid Closing Date and in the prescribed manner as set out in Section 1, will not be returned to the Bidder. Each Bid is deemed to have been received by the TTC only at the time impressed on the date stamp. The time of receipt shall be conclusively determined according to the TTC's reception desk time clock. Prior to the Bid Closing Date, a Bidder may: (a) withdraw its Bid by giving written notice to that effect signed by a senior officer of the Bidder having the apparent or customary authority to give such a communication and such notice shall only be effective if provided on or before the Bid Closing Date and delivered to the address and to the attention in the prescribed manner as set out in Section 1 of Document

5 Toronto Transit Commission Document INSTRUCTIONS TO BIDDERS Page 2 (b) submit a revised Bid on or before the Bid Closing Date in the prescribed manner as set out in Section 1 of Document provided such a revised Bid: i. Is clearly identified as a revised Bid; and ii. iii. Is dated as such; and Is submitted within an envelope marked Revised Bid ; and iv. Includes a statement to the effect that This submission dated., supersedes and replaces our Bid dated ). In the event more than one Bid is received from the same Bidder and the conditions set out in Section 2 b) i. - 2 b) iv. are not met, the TTC will consider each Bid a valid response to this RFB and proceed to evaluate each Bid separately, which may result in TTC awarding a Contract based on any Bid submission from the Bidder. Except as otherwise stated in Section 2 of Document 00100, a Bid may not be otherwise withdrawn or amended after the Bid Closing Date. Bids are valid for acceptance by the TTC until expiration of the Bid validity period specified on the Bid Form. 3 BID INQUIRIES All inquiries or requests for additional information regarding the Request for Bids shall, without exception, be in writing and directed to Mr. David Marshall, Purchasing Manager, david.marshall@ttc.ca or Fax No.: (416) BID OPENING AND RESULTS The public opening of Bids will take place in the TTC s Offices, 1900 Yonge Street, 15 minutes after the Bid Closing Date and time. Interested parties are invited to attend and should assemble in the TTC lobby at 1900 Yonge Street within 5 minutes of the Bid Closing Date and time; interested parties will then be escorted to the room for the Bid opening by TTC staff. Only total Bid prices and the names of the Bidders will be revealed at the opening, this information will also be posted on the TTC s Materials & Procurement website within 2 business days of the Bid Closing Date. To access the website enter in your browser, click on the link Business with the TTC, then the link Materials & Procurement, followed by the Tender Response link. Once the Contract is awarded, the name of the successful Bidder along with the Contract award/sale value will be posted on the Contract Awards link. 5 COMMUNICATION RESTRICTIONS 5.1 Prohibited Contacts and Lobbying Prohibition

6 Toronto Transit Commission Document INSTRUCTIONS TO BIDDERS Page 3 A Bidder, Bidder s team members and all of the Bidder s respective advisors, employees and representatives are prohibited from engaging in any form of political or other lobbying, of any kind whatsoever, to influence the outcome of the RFB process. Without limiting the generality of the RFB, no Bidder, Bidder s team members or the Bidder s respective advisors, employees and representatives shall contact or attempt to contact either directly or indirectly, at any time during the RFB process, any of the following persons or organizations on matters related to the RFB process, the RFB Documents or the Bids, with the exception of the individual named in Section 2 or his/her designate: (a) (b) (c) any employee or advisor to the Board; any member of the Board; any member of the City of Toronto Council. If a Bidder, its team member(s) or any of its respective advisors, employees or representatives, in the opinion of the TTC, contravenes this Section 4, the TTC may at its sole discretion disqualify the Bidder(s) from further consideration for award. Anyone who lobbies (as defined in the City of Toronto Municipal Code, Chapter 140) or is expected to lobby a Member of the Board, any Board Member s staff, or any TTC officer or employee must comply with the requirements as set out in the City of Toronto Municipal Code, Chapter 140 Lobbying. For the purposes of Chapter 140 of the City of Toronto Municipal Code, the Board is a local board (restricted definition). For further information please see City of Toronto Web site at Failure to comply with the requirements of Chapter 140 of the City of Toronto Municipal Code, may, at the TTC s sole discretion, be considered in the evaluation of the Bidder s current Bid or future bid submissions and award of the current or future contracts. The TTC reserves the right, at its sole discretion, to not award a contract to a Bidder who has failed to comply with the requirements of Chapter 140 of the City of Toronto Municipal Code. 5.2 Exception to sub-section 5.1 The individual named in Section 3 may, at his/her sole discretion, delegate any of his/her responsibilities as set out in this RFB Document. With the written approval from the individual named in Section 3 or his/her designate, the Bidder or any representative of the Bidder may have contact and may communicate with any individual as set out in sub-section 5.1 (a) (c) to the extent permitted in the written approval. 5.3 Media Releases, Public Disclosures and Public Announcements A Bidder shall not, and shall ensure that its advisors, employees, or representatives do not, issue or disseminate any media release, public announcement or public disclosure (whether for publication in the press on the radio, television, internet, or any other medium) that relates to the RFB process, the RFB, the Bid Documents or any matters related thereto, without the prior written consent of the TTC.

7 Toronto Transit Commission Document INSTRUCTIONS TO BIDDERS Page 4 A Bidder, Bidder s team members and all of the Bidder s respective advisors, employees and representatives shall not make any public comment, respond to questions in a public forum, or carry out any activities to either criticize another Bidder or Bid or to publicly promote or advertise its own qualifications, interest in or participation in the RFB (procurement) process without the TTC s prior written consent, which consent may be withheld in the TTC s sole discretion. Notwithstanding this sub-section, the Bidder, Bidder s team members and all of the Bidder s respective advisors, employees and representatives are permitted to state publicly that it/they are participating in the RFB process. For the purposes of greater clarity, this sub-section does not prohibit disclosures necessary to permit the Bidder to discuss the RFB with prospective subcontractors participation in the RFB. 5.4 Restrictions on Communications Between Bidders No Collusion A Bidder shall not discuss or communicate, directly or indirectly, with any other Bidder, any information whatsoever regarding the preparation of its own Bid or the Bid of other Bidders in a fashion that would contravene applicable law. Bidders shall prepare and submit Bids independently and without any connection, knowledge, comparison of information or arrangements, direct or indirect, with any other Bidder. This obligation extends to all team members of a Bidder and all of the Bidder s respective advisors, employees and representatives. 6 ADDENDA 6.1 The TTC may, in its sole discretion, amend or supplement the Bid Documents prior to the Bid Closing Date by the issuance of an Addendum in accordance with this sub- Section. No statement, whether oral or written, made by the TTC or its advisors, employees (whether orally or in writing) shall be deemed or construed to add to, subtract from or otherwise amend the Bid Documents unless issued as an Addenda in accordance with this sub-section. Written answers or clarification to issues of substance shall be shared with all Bidders and will be issued as part of the RFB in the form of an Addendum. During the Bid period, any changes to the Bid Documents will be made by the issue of a written Addendum. The Bidder shall confirm its incorporation of all applicable Addenda in its Bid Form. Failure to do so may result in the disqualification of the Bidder. In the event this RFB is posted on the TTC website, each Addendum will be posted on the same TTC website. It is the Bidder s responsibility to monitor the website to ensure they have received all the Addenda issued up until the Bid Closing Date. In the event this RFB was issued via a method other than the TTC website, the Addenda will be issued via the same method. The onus is on the Bidder to ensure it has received all Addenda related to this RFB. A written Addendum will be issued in the form of complete replacement pages, which are to be inserted in the Bid Documents, discarding the replaced pages. Each affected

8 Toronto Transit Commission Document INSTRUCTIONS TO BIDDERS Page 5 7 PRICING page is marked at the bottom with the Addendum number. Revisions for modified or added text are indicated by highlighting that text by the use of bold italicized attributes. If spill-over to the next page occurs as a result of added text, the pages affected will be issued in the form of complete replacement pages and the latest addendum number will be marked on the bottom of the affected page(s). Revisions for deleting the text of an entire sub-section or an entire paragraph are indicated by inserting the bracketed word (Deleted) in bold italicized attributes adjacent to the sub-section number or at the beginning of the deleted paragraph. Deleted words in a sentence will be indicated by highlighting the entire revised sentence in bold italicized attributes and deleted sentences in a paragraph will be indicated by highlighting of the entire revised paragraph in bold italicized attributes. If a subsequent addendum affects a page that has previously been revised, the bold and italicizing attributes will be removed from the previously changed text and only the modified text of the latest addendum will be highlighted by the use of bold italicized attributes, and only the latest addendum number will be marked on the bottom of the affected page(s). 7.1 Unless specifically shown to the contrary, Bid unit prices shall be considered firm, in Canadian Funds, and must include any and all expenses that may be anticipated and incurred by the Bidder while providing the Work as specified in this RFB. No additional costs will be considered. The Bidder shall submit unit prices for all items listed in the Bid Form - Price Schedule, based on the estimated quantities indicated therein. When an option exists in the RFB to submit a Bid based on various options, the Bidder shall submit such options as instructed in the RFB. The TTC provided quantities stated in the Bid Form - Price Schedule are estimates only and should not be interpreted as indicating a minimum or maximum quantity. The quantities shall be used as a basis for comparison upon which the award of a contract will be made. These quantities are not guaranteed to be accurate and are furnished without any liability to the TTC whether decreased or increased. The Bidder shall include in its Bid, extended prices based on the estimated quantities for items of Work shown in the Price Schedule. Such extended prices shall be the product of the unit prices multiplied by the estimated quantities. Payments shall be based on the actual Work required and performed, at the Contract unit prices, subject to the terms and conditions of the Contract Documents. 7.2 The TTC reserves the right to award all or any portion of the Work as specified in the Bid Form. 8 SUBMISSION REQUIREMENTS 8.1 Each Bidder shall submit the following with its Bid:

9 Toronto Transit Commission Document INSTRUCTIONS TO BIDDERS Page The completed Bid Form (Document 00300) The Bid Security either in a bank draft/certified cheque or executed BID BOND form, included as Document 00411, or executed BID SECURITY IRREVOCABLE LETTER OF CREDIT form, included as Document 00411A, or as otherwise noted in Document Section 16 - BID SECURITY. 9 SELECTION OF BIDDER Selection of a Bidder will be based on the Submission Requirements set out in Document Section 8 SUBMISSION REQUIREMENTS, and the total offered price(s) as set out in the Bid Form. 10 EXCEPTIONS OR QUALIFICATIONS Failure to comply with all the conditions of the Request for Bids or taking any exceptions to the conditions specified herein may render the Bid unacceptable. The Bidder shall be deemed to accept all terms and conditions of the Request for Bids unless explicitly excepted or qualified in the Bid. 11 EVALUATION AND ACCEPTANCE OF BIDS The TTC is under no obligation to accept the highest or any Bid and reserves the right to award to other than the highest Bidder. The TTC reserves the right to cancel or withdraw the Request for Bids at any time prior to Notification of Award at no cost to the TTC. The Bidder may complete Price Schedule A, or Price Schedule B, or both Price Schedule A and B, in accordance with the Request for Bids, and the TTC may, at its sole discretion, award a Contract based on Price Schedule A or B: Each and every alteration or erasure made in the Bid shall be initialed by an authorized signatory of the Bidder. Any errors or inconsistencies in the Bid submission shall be subject to the interpretation of the TTC. Without prejudice to any reserved right of the TTC, each Bidder shall submit a Bid that is fully compliant with and responsive to the Bid Documents, including all required pricing information and shall include all information required in Section 8 Document Bids may be evaluated taking into account the following rules, subject to the reserved rights of the TTC set out in the RFB:

10 Toronto Transit Commission Document INSTRUCTIONS TO BIDDERS Page 7 (a) (b) Prices shall be evaluated on the basis of the total evaluated price of each respective Bidder; The award of any contract shall be subject to satisfactory reference checks and the absence of any actual or potential conflict of interest; and (c) For any Bid Irregularities refer to the TTC s website at: By submitting a Bid, a Bidder warrants that to its best knowledge and belief, having made all reasonable inquiries with respect thereto, no actual or potential conflict of interest exists with respect to the submission of its Bid or performance of the contemplated contract other than those disclosed in the Bid Form. In the event that the TTC discovers a Bidder s failure to disclose all actual or potential conflicts of interest, the TTC may disqualify the Bidder or terminate any contract awarded to that Bidder under this RFB. The Bidder shall be deemed to have accepted all terms and conditions of the Bid Documents unless explicitly excepted or qualified in its Bid. Any exception as defined in the TTC s Procurement Policy, to the Bid Documents requirements, may render the Bid unacceptable. The TTC s Procurement Policy and list of common Bid Irregularities are located on the TTC Web site at: Any errors, inconsistencies or ambiguities in the Bid submission shall be subject to the interpretation of the TTC. Each and every alteration or erasure made in the Bid shall be initialled by an authorized representative of the Bidder. If applicable, whenever the amount tendered in a price schedule for an item does not agree with the extension of a Bid quantity and the tendered unit price, the unit price shall govern and the extended amount and the Total Bid Price shall be corrected accordingly. Mathematical discrepancies will be corrected by the TTC by appropriate means to arrive at the correct total evaluated price. If applicable, where a Bidder has made an error in transferring an amount from one part of the Bid to another, the amount shown before transfer shall, subject to any corrections as provided above, be taken to be correct, and the amount shown after transfer and the total evaluated price shall be corrected accordingly. In the event that the TTC receives two or more Bids identical in price, the TTC reserves the right to select one of the tied Bids by way of a coin toss (in the case of two identical bids), or lottery (in the case of more than two identical bids). The TTC s right to accept or reject any or all Bids or to accept a Bid including the lowest price Bid, whether or not it complies with the Bid Documents, or to cancel this RFB at any time prior to the Notification of Award is expressly reserved without liability to the TTC. For purposes of this RFB, comply, complies and compliance mean that the Bid conforms to the requirements of the Bid Documents without material deviation. A material deviation in a Bid is any failure to comply with a Bid Document requirement that, in the sole discretion or opinion of the TTC; (a) impedes, in any material way, the ability of the TTC to evaluate the Bid;

11 Toronto Transit Commission Document INSTRUCTIONS TO BIDDERS Page 8 (b) (c) affects the TTC s ability to enforce the Bidder s obligations pursuant to the Bid Documents; or constitutes an attempt by the Bidder to revise the rights or obligations under the Bid Documents in a way not permitted by the RFB. If at any stage of the evaluation process or at any time up to award of a contract, the TTC determines that a Bid is non-compliant pursuant to this RFB, the TTC may, in its sole discretion and without liability, cost or penalty, declare the Bid to be noncompliant and the Bid shall not be given any further consideration. For the purpose of clarity, each Bidder acknowledges and agrees that the TTC s evaluation of compliance with the Bid Documents is not an evaluation of absolute compliance and that the TTC may waive failures to comply that, in the TTC s sole discretion, do not constitute a material deviation. The award of a contract will be based on which Bidder has provided a Bid which the TTC determines, in its sole discretion, to provide the greatest value based on quality, service and price and determined on the evaluation criteria contained in these Bid Documents. The TTC may, in its sole discretion, require clarification of any Bid. The TTC reserves the right, in its sole discretion, to waive any requirement of the Bid Documents where, in the sole opinion of the TTC, there is an irregularity or omission in the information provided that is not a material deviation to the Bid Documents unless a specific consequence has been identified herein for the TTC of such an irregularity or omission. Every Bid shall be submitted on the prescribed Bid Form as set out in the Bid Documents, and shall: (a) (b) be completed without inter-lineation, alteration or erasure of or with respect to; (i) (ii) any of the pre-printed text provided on the form; or information included on the Bid Form, unless the effect thereof is clear and unambiguous as is the assent of the Bidder to that inter-lineation, alteration or erasure (e.g. by initialling); and bear the original signature of the Bidder (or, in the case of a Bid submitted by a corporation, a person represented to be an authorized signing officer of the corporation), inscribed in the space provided. All words and phrases forming part of the Bid must be written out in full, and abbreviations should not be used. Where an abbreviation is used contrary to this requirement, any ambiguity or other uncertainty shall be as determined by the TTC at its sole discretion. The TTC, in addition to any other remedies it may have in law or in equity, shall have the right to rescind any Contract awarded to a Bidder in the event that the Bidder made a material misrepresentation or submitted any inaccurate or incomplete information in its Bid, or made any unauthorized amendment to the terms and conditions set out in the Bid Form, other than inserting the information requested and signing the Bid Form. Where the Bidder is not disqualified despite a discrepancy or inconsistency between the Bid Form that it submitted and the Bid Form prescribed by the TTC for the RFB, the Bid Form prescribed by the TTC for the RFB will prevail.

12 Toronto Transit Commission Document INSTRUCTIONS TO BIDDERS Page 9 The TTC reserves the right at its sole discretion to refuse to accept any Bid from a Bidder that: (a) (b) (c) received an unsatisfactory Contractor Performance Review rating in relation to a previous contract with the TTC; had a previous contract with the TTC that was terminated for default; was previously given a Notification of Award of contract by the TTC and defaulted in proceeding with the work of the contract; (d) has submitted false or misleading disclosure in relation to sub-section 5; (e) (f) failed or refused to comply with any applicable federal, provincial or municipal law governing this Bid or a prior contract with the TTC; and is an affiliate of or successor to any corporation described in clauses (a) to (e), including any Bidder that is controlled within the meaning of the Ontario Business Corporations Act by the same person or group of persons who so controlled any corporation described in clauses (a) to (e) above. All costs and expenses incurred by each Bidder in the preparation and delivery of its Bid or in providing any additional information necessary for the evaluation of its Bid shall be borne solely by the Bidder. The TTC will not be liable to pay any costs or expenses of any Bidder or to reimburse or compensate a Bidder in any manner whatsoever under any circumstances, including in the event of the rejection of any or all submissions or if a decision is made not to proceed with the Contract. 12 MUNICIPAL FREEDOM OF INFORMATION AND PROTECTION OF PRIVACY ACT A Bid submitted to the TTC shall become the property of the TTC and is therefore, subject to the provisions of the Municipal Freedom of Information and Protection of Privacy Act. Bidders are responsible for familiarizing themselves with the provisions of this Act. 13 WORK PERFORMANCE The TTC maintains a record of the performance of each Company in completing work for the TTC. This information is used to complete a Company Performance Review form which is forwarded for review to the respective Company upon completion of a Contract. A performance rating is established based on the overall performance history of a Company on TTC contracts and is considered as a factor in the evaluation of Bids in the award of this Contract. The TTC reserves the right to restrict a Company with an unsatisfactory work performance history from submitting Bids on TTC contracts and to reject any Bid submitted by same.

13 Toronto Transit Commission Document INSTRUCTIONS TO BIDDERS Page INVESTIGATION BY THE BIDDER 14.1 By the TTC permitting a Site Visit, as set out in Section 19 Document 00100, the Bidder acknowledges and agrees it has had the opportunity to inspect and evaluate the condition of the Subway Cars and the Site prior to submitting a Bid Prior to the Bid Closing Date, the TTC will make available for viewing the following information: TTC s H6 Propulsion Heavy Repair Manuals Volumes 1+2 ( ); and TTC s H6 Subway illustrated Parts Manual, Volumes 1+2 (12448) Interested potential Bidders may view these manuals only by appointment between the hours of 8:00 am and 4:00 pm Monday to Friday at 1138 Bathurst Street, Toronto Ontario. To make arrangements contact the individual named in Section 3 Document Copies of these manuals are not available for distribution Failure of a Bidder to attend the Site Visit as set out in sub-section document 00100, or view the manuals as set out in sub-section 14.2, shall not in any way relieve the Bidder of its obligation to honour its Bid. 15 INSURANCE REQUIREMENTS 15.1 The successful Bidder shall be required to comply with the requirements as specified in Document Section 7 - INSURANCE REQUIREMENTS, and provide the evidence of insurance as specified in Document Section 8 - EVIDENCE OF INSURANCE In the event of default or failure to comply with the insurance requirements on the part of the Bidder, the TTC shall be at liberty to accept the next highest or any Bid, or to advertise for new Bids, or to have the Work executed in any other way it may deem best. The Bidder shall indemnify and save harmless the TTC from all loss, damage, cost, charges and expenses which it may suffer or be put to by reason of any such default or failure on the part of the Bidder. 16 BID SECURITY 16.1 The Bid shall be accompanied by a security deposit in the form of a Bid Bond, Bid Security Irrevocable Letter of Credit, Bank Draft or certified cheque in the amount of $10, Canadian Funds. Bank Drafts or certified cheques will also be accepted in the amount of 9, US Funds If submitting a bid bond, the Bidder may use the TTC's standard form provided as Document BID BOND. Such bond shall be issued by a duly licensed surety or insurance company registered to transact the business of suretyship in the Province of Ontario. In lieu of the TTC s standard form of Bid Bond, the Bidder may submit its surety/insurance company s bid bond form(s) and such bid bond shall be issued by a duly licensed surety or insurance company registered to transact the business of

14 Toronto Transit Commission Document INSTRUCTIONS TO BIDDERS Page 11 suretyship in the Province of Ontario. However in such event, the surety/insurance company s bid bond form(s) shall contain the same or similar terms and conditions as set out in the TTC s Document BID BOND. The acceptability of a bid bond submitted on a form(s) other than the TTC s standard as provided herein is at the sole discretion of the TTC. A reproduced copy of the original bid bond is acceptable for submission, however if requested by the TTC the original is to be submitted within 3 business days of the request If submitting an irrevocable letter of credit the Bidder may use the TTC s standard form provided in Document 00411A BID SECURITY IRREVOCABLE LETTER OF CREDIT. The irrevocable letter of credit shall be from a Canadian Schedule I, or II chartered bank. In lieu of the TTC s standard form of Bid Security Irrevocable Letter of Credit, the Bidder may submit a Bid security irrevocable letter of credit issued from a Canadian Schedule I, or II chartered bank, however the bank s Bid security irrevocable letter of credit shall contain the same or similar terms and conditions as set out in the TTC s Document 00411A - BID SECURITY IRREVOCABLE LETTER OF CREDIT. The acceptability of a Bid security irrevocable letter of credit submitted on a form(s) other than the TTC s standard as provided herein is at the sole discretion of the TTC. A reproduced copy of the original Bid security irrevocable letter of credit is acceptable for submission, however if requested by the TTC the original is to be submitted within 3 business days of the request If the Bidder is submitting a bank draft or certified cheque it shall be in the amount of $10, Canadian or $9, U.S. Funds and shall be made payable to the Toronto Transit Commission. The bank draft or certified cheque shall be drawn on a Canadian Schedule I or II chartered bank or Canadian licensed credit union with a branch in Canada. The bank draft or certified cheque shall be stapled to the first page of the Bid Form Bid Security deposits will be returned or released as follows: (a) The Bidder s Security deposit will be returned or released within thirty-six hours following the receipt by the TTC of the Company s (successful Bidder s) Contract Security, subsequent to the award of Contract. (b) The Bidder s Security deposit will be returned or released within thirty-six hours following the confirmation from the TTC that no Contract will be awarded based on this Request for Bids. 17 PARENTAL INDEMNITY 17.1 If requested by the TTC, as a condition of award of Contract, a subsidiary company shall be required to submit a Parental Guarantee, on the TTC s form. A copy of the TTC s form of Parental Guarantee is included for reference as Document

15 Toronto Transit Commission Document INSTRUCTIONS TO BIDDERS Page CONTRACT AWARD 18.1 As a condition of the Notification of Award for the Contract, the successful Bidder agrees to provide Contract Security, in an amount equal to or greater than 50% of the total Contract Price as set out in Document Section 22 CONTRACT SECURITY which will be in force until the removal of the final H6 type Subway Car from the TTC Site, and final payment to the TTC for the Work Included herein, as a reference, are the TTC s Contract Security forms; Irrevocable Letter of Credit (Contract Security) - Document 00630, and Performance Bond (Document 00610) Within fifteen (15) calendar days of the TTC issuing a Notification of Award of the Contract the successful Bidder shall submit its Contract Security and applicable insurance certificates to the TTC All costs for the Contract Security/insurance shall be included in the total Bid price submitted for the Contract In the event of default or failure to comply with Document sub-section 18.3 above on the part of the Bidder, the TTC shall take possession of the Bid Security monies submitted in accordance with Document Section 16 BID SECURITY and shall be at liberty to accept the next highest or any Bid, or to advertise for a new Request For Bids, or to have the Work executed in any other way it may deem best. The Bidder shall also indemnify and save harmless the TTC from all loss, damage, cost, charges and expenses which it may suffer or be put to by reason of any such default or failure on the part of the Bidder. Also, the TTC may at its sole discretion, restrict the defaulting Bidder from submitting a tender/proposal/bid on subsequent Requests For Tenders/Proposals/Bids, for a period of time deemed appropriate by the TTC. The TTC may at its sole discretion also restrict any Bidder with whom an officer or director of that Bidder or with whom an individual associated with that Bidder, including but not limited to an officer or director that has, in the past, been associated, in any way, with a company that has been given a Notification of Award of contract by the TTC and defaulted in proceeding with the work of the contract, from submitting a tender/proposal/bid on subsequent Requests For Tenders/Proposals/Bids, for a period of time deemed appropriate by the TTC. 19 SITE VISIT 19.1 The TTC will conduct a non-mandatory Site Visit on Tuesday January 14, 2014 at TTC s Wilson Yard Complex (160 Transit Road, Downsview ON. M3H 1T8) at 10:30 AM Toronto time for Bidders to examine the Site, adjacent premises, and H6 Subway Cars. The Bidder s representative is not permitted within any non-public areas of the Site unless accompanied by the TTC s representative.

16 Toronto Transit Commission Document INSTRUCTIONS TO BIDDERS Page The Bidder's representative(s) should contact the individual named in Section 3 via e- mail at least 24 hours in advance of the Site Visit date and time to confirm their attendance The Bidder s representative(s) should assemble at the following location: upon entering the complex, make a right turn at the first opportunity and wait in that parking area Bidder s representative(s) shall wear the following safety apparel in order to attend the Site Visit: safety shoes, construction hard hat, safety glasses and safety vest In the event a Bidder is not represented at the Site Visit, the TTC shall not be obliged to conduct a subsequent tour or meeting The minutes of the Site Visit will be posted on the same web site as the RFB.

17 APPENDIX A PLEASE CUT-OUT AND AFFIX THIS ADDRESS LABEL TO THE ENVELOPE CONTAINING YOUR SUBMISSION. ** FILL IN THE BID CLOSING DATE BELOW IN THE SPACE PROVIDED ** TO: TORONTO TRANSIT COMMISSION BID NO.: TITLE: BID CLOSING DATE: Z08BT14006 SALE & REMOVAL OF H6 SUBWAY CARS 10:00:59 A.M. TORONTO TIME on JANUARY 17, 2014 ATTENTION: HEAD TTC SERVICES DEPT. TORONTO TRANSIT COMMISSION 1900 YONGE STREET TORONTO, ONTARIO M4S 1Z2 NOTE: THE TTC CANNOT BE HELD RESPONSIBLE FOR DOCUMENTS SUBMITTED IN ENVELOPES THAT ARE NOT LABELLED IN ACCORDANCE WITH THE ABOVE INSTRUCTIONS. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT THE INDIVIDUAL REFERENCED IN SECTION 3 OF THE INSTRUCTIONS TO BIDDERS.

18 Toronto Transit Commission Document BID FORM INDEX Section Title Page 1 DECLARATION: OFFER: EXCEPTIONS/QUALIFICATIONS INSURANCE REQUIREMENTS TERMS OF PAYMENT: SUBMISSION REQUIREMENTS RECEIPT OF ADDENDA VALIDITY: SIGNATURE:... 3 Appendix 1 Price Schedule A Appendix 1 Price Schedule B

19 Toronto Transit Commission Document BID FORM Page 1 Title Bid No. To : Sale & Removal of H5 & H6 Subway Cars : Z08BT14006 : Toronto Transit Commission 1 DECLARATION: We: (Name of Bidder) (Address) (Telephone Number Incl. Area Code and Fax Number) do hereby declare as follows: - That we have carefully examined the Instructions to Bidders, the General Conditions, Specifications, applicable related documents which form this Request for Bids, and all addenda and do hereby accept the same as part and parcel of the Contract; - That the shareholders or partners of the above company are the only persons interested in this Bid, and no other person has any interest in this Bid, or in the Contract proposed to be taken; - That this Bid is made without any knowledge, comparison of figures, or arrangements with any other party or parties making a Bid for the same Work and is, in all respects, fair and made without collusion or fraud; - That no member of the City of Toronto Council or Board Member of the TTC, or any officer or employee of a municipal corporation of the Toronto area, or of the TTC is or shall become interested, directly or indirectly, as a contracting party, partner or otherwise in, or in the performance of the Contract or business to which it relates, or in any portion of the profits thereof. - That we are in compliance with the City of Toronto Municipal Code, Chapter Lobbying.

20 Toronto Transit Commission Document BID FORM Page 2 2 OFFER: We do hereby bid and offer to perform all (or any portion of) the Work as specified within the Request for Bids, for the Unit and as applicable Total Prices as set out in the applicable Price Schedule(s) in Canadian Funds which includes all costs. 3 EXCEPTIONS/QUALIFICATIONS We agree to accept all terms and Conditions of the Request for Bids unless explicitly excepted or qualified (if any indicate below). 4 INSURANCE REQUIREMENTS We hereby acknowledge and agree that should our Bid be accepted by the TTC, we shall; 4.1 Submit within fifteen (15) calendar days, the required evidence of insurance specified in Document Section 8 EVIDENCE OF INSURANCE, in a form acceptable to the TTC; and 4.2 Be responsible for making up any delay to the schedule resulting from our failure to provide acceptable documentation within the time specified; and 4.3 Meet or exceed the liability limits requested and comply with all other aspects of Document Section 7 - INSURANCE REQUIREMENTS. 5 TERMS OF PAYMENT: We agree that the Bid price is based upon the payment terms as stated in Document Section 9 - TERMS OF PAYMENT. 6 SUBMISSION REQUIREMENTS We include the following information as requested in Document Section 8 - SUBMISSION REQUIREMENTS: (Include attachments as required).

21 Toronto Transit Commission Document BID FORM Page 3 7 RECEIPT OF ADDENDA We agree that this Bid incorporates addenda no. to inclusive as issued by the TTC during the Bid period. 8 VALIDITY: We agree that this Bid is valid for acceptance for a period of 60 calendar days from the day of closing of Bids and that the TTC may at any time within the said period accept this Bid whether or not any other Bid has been previously accepted. 9 SIGNATURE: Dated this... Day of (Signature)... (Print Name)... (Title) I/We have authority to bind the Corporation.

22 Toronto Transit Commission Document BID FORM APPENDIX 1- PRICE SCHEDULE A Page 1 Price Schedule A Operational H6 Subway Cars The Bidder may complete this Price Schedule A, or Price Schedule B, or both Price Schedule A and B, in accordance with the Request for Bids, and the TTC may, at its sole discretion, award a Contract based on Price Schedule A or B: Item Estimated Quantity Description Unit Price Total Price 1* 76 Surplus/Decommissioned TTC Operational H6 Type Subway Cars $ $ Sub-Total $ 13% $ TOTAL BID PRICE for Operational H6 Type Subway Cars $ If H.S.T. is exempt, provide H.S.T. Exemption Number. F.O.B. TTC Site unless otherwise noted in the Bid. The amounts shown above are in Canadian Funds, not subject to adjustment.

23 Toronto Transit Commission Document BID FORM APPENDIX 1- PRICE SCHEDULE B Page 2 Price Schedule B Scrap H6 Subway Cars The Bidder may complete this Price Schedule B, or Price Schedule A, or both Price Schedule A and B, in accordance with the Request for Bids, and the TTC may, at its sole discretion, award a Contract based on Price Schedule A or B: Item Estimated Quantity Description Unit Price Total Price 1* 76 Surplus/Decommissioned TTC Scrap H6 Type Subway Cars $ $ Sub-Total $ 13% $ TOTAL BID PRICE for Scrap H6 Type Subway Cars $ If H.S.T. is exempt, provide H.S.T. Exemption Number. F.O.B. TTC Site unless otherwise noted in the Bid. The amounts shown above are in Canadian Funds, not subject to adjustment.

24 Toronto Transit Commission Document Bid No. Z08BT Sale & Removal of H6 Subway Cars BID BOND Page 1 BE IT KNOWN BY THESE PRESENTS, that hereinafter called the "Principal" and authorized to transact the business of suretyship in the Province of Ontario and hereinafter called the "Surety" ARE JOINTLY AND SEVERALLY HELD AND FIRMLY BOUND UNTO the TTC, in the penal sum of Ten-Thousand ($10,000.00) of lawful money of Canada to be paid to the TTC or to its attorneys, successors, or assignees for which payment well and truly be made, we jointly and severally bind ourselves, and each of our several and respective successors, heirs, executors, administrators and assignees and every one of them forever firmly by these presents. WHEREAS the said Principal is herewith submitting to the TTC its Bid for the Sale & Removal of H6 Subway Cars, Contract No. Z08BT14006 and the said Bid provides that it is to continue open to acceptance and to be irrevocable for a period of sixty calendar days from the Closing of the Request for Bids (RFB). NOW THE CONDITION OF this obligation is such that if, on acceptance of the Bid of the aforesaid Principal in accordance with the terms and conditions of the said RFB within Sixty calendar days from the Closing of the RFB, the said Principal shall, within the time required, enter into a Contract and give good and sufficient evidence of insurance and provide bonds as required by the said Bid Documents to secure the performance of the terms and conditions of the Contract, then this obligation shall be void; otherwise the Principal and Surety shall pay unto the TTC the penal sum hereof. AND IT IS HEREBY DECLARED AND AGREED that the Surety shall be liable as Principal and that nothing of any kind or matter whatsoever that will not discharge the Principal shall operate as a discharge or release of liability of the Surety, any law or usage relating to the liability of Sureties to the contrary notwithstanding.

25 Document BID BOND Page 2 Toronto Transit Commission Bid No. Z08BT Sale & Removal of H6 Subway Cars Title IN WITNESS WHEREOF we have hereunto set our seals by the hands of our proper Officers in that behalf. DATED this day of, 201_. (Name of Principal) Per: (Signature) Name: Title: (C/S) Per: (Signature) Name: Title: I/We have authority to bind the Corporation. (Name of Surety) Per: (Signature) Name: Title: (C/S) Per: (Signature) Name: Title: I/We have authority to bind the Corporation. END OF SECTION

26 Toronto Transit Commission Sale & Removal of H6 Subway Cars Document 00411A IRREVOCABLE LETTER OF CREDIT (BID SECURITY) Page 1 Toronto Transit Commission Materials and Procurement 1138 Bathurst Street Toronto, Ontario M5R 3H2 Attention: Head Materials and Procurement Contract Title: Sale & Removal of H6 Subway Cars Dear Sir: We hereby authorize the Toronto Transit Commission to draw on the (Financial Institution), Toronto up to any aggregate amount of Ten-Thousand dollars ($10,000.00) available by drafts at sight as follows: Pursuant to the request of our customer(s), (Company Name), we, hereby establish and give to you an Irrevocable Letter of Credit in your favour in the total amount of $10, which may be drawn upon us by you and which demand we shall honour without enquiring whether you have the right as between yourself and our said customers to make such demand and without recognizing any claim of our said customers. Provided, however, that you are to deliver to the (Financial Institution), Toronto at such time as a written demand for payment is made upon us, your signed statement that the monies drawn pursuant to this Letter of Credit are pursuant to obligations related in your Contract with (Company Name). This Letter of Credit will continue up to sixty calendar days from the day of closing of the Bids by the TTC and will expire on that date. The drafts drawn under this Credit are to state on their face that they are drawn under the (Financial Institution), Toronto, Ontario, Letter of Credit No. dated. We hereby agree that drafts drawn in conformity with the terms and conditions of the Credit will be duly honoured on presentation. This Letter of Credit is subject to the Uniform Customs and Practice for Documentary Credits (2007 Revision) International Chamber of Commerce Publication No Authorized Signature: Title: Countersigned: Title: END OF SECTION

27 Toronto Transit Commission Document Sale & Removal of H6 Subway Cars PERFORMANCE BOND Page 1 BE IT KNOWN BY THESE PRESENTS, that BOND # a company incorporated under the laws of hereinafter called the "Contractor", and authorized to transact the business of Suretyship in the Province of Ontario, hereinafter called the "Surety", ARE JOINTLY AND SEVERALLY HELD AND FIRMLY BOUND UNTO the TTC and its successors, hereinafter called the "Obligee", in the penal sum of dollars ($ ) of lawful money of Canada to be paid to the Obligee or to its attorneys, successors, or assigns, for which payment well and truly to be made, we jointly and severally bind ourselves and each of us our several and respective successors, heirs, executors, administrators and assigns forever firmly by these presents. WHEREAS the Contractor has entered into a written Contract with the Obligee, for the execution of certain Work for the said Obligee at the total Contract Price and upon the terms and conditions in the Contract Documents, for the Sale & Removal of H6 Subway Cars, Contract No.: Z08BT14006, which Contract Documents are by reference made a part hereof, and are hereinafter referred to as the "Contract", and having been required to furnish satisfactory security for the fulfilment of the said Contract and said Surety has consented to become such security and to execute these presents. NOW THE CONDITION OF this obligation is such that if the said Contractor shall well, truly and faithfully execute, complete and carry out the said Contract and all the terms and conditions thereof to the satisfaction of the Obligee and shall keep and maintain in good working order and complete repair the whole of the Work performed under the said Contract and any Contract Change which may be made pursuant thereto, for the warranty period(s) indicated in the said Contract and shall indemnify and keep indemnified the Obligee and the officers, servants and agents thereof from all, and all manner of damage, loss, expenses, claims and demands arising out of any breach of the said Contract, or any of the covenants or conditions therein contained, then this obligation shall be void, else to remain in full force. PROVIDED further and it is hereby agreed and declared that neither the Contractor nor the Surety shall be liable under this instrument 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 Contractor have the right to change, alter and vary the terms of the Contract and that the Obligee may, in its discretion at any time or times, take and receive from the Contractor any security whatsoever and grant any extension of time thereon or on any liability of the Contractor to the Obligee.

28 Document PERFORMANCE BOND Page 2 Toronto Transit Commission Sale & Removal of H6 Subway Cars PROVIDED further and it is hereby agreed and declared that the Contractor 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, the taking or receiving of security, or extension of time, as aforesaid, or by the exercise of the Obligee of any of the rights or powers reserved to it under the Contract or by its forbearance to exercise any such rights or power, including (but without restricting the generality of the foregoing) any changes in the extent or nature of the Work or by any dealing, transaction, forbearance or forgiveness which may take place between the Contractor and the Obligee. AND IT IS HEREBY DECLARED AND AGREED that the above bounden Surety shall be liable as Contractor and that nothing of any kind or matter whatsoever that will not discharge the said Contractor shall operate as a discharge or release of liability to the said Surety, any law or usage relating to the liability of Sureties to the contrary notwithstanding. IN WITNESS WHEREOF we have hereunto set our seals by the hands of our proper Officers in that behalf. DATED this day of, 201_. Name of Contractor: Per: Name: Title: Per: Name: Title: I/We have authority to bind the Corporation. Name of Surety: Per: Name: Title: Per: Name: Title: I/We have authority to bind the Corporation. (Signature) (Signature) (Signature) (Signature) (C/S) (C/S)

29 Toronto Transit Commission Document Bid No. Z08BT Sale & Removal of H6 Subway Cars IRREVOCABLE LETTER OF CREDIT (CONTRACT SECURITY) PAGE 1 Toronto Transit Commission Materials and Procurement 1138 Bathurst Street Toronto, Ontario M5R 3H2 Attention: Head Materials and Procurement Contract Title: Sale & Removal of H6 Subway Cars Dear Sirs: We hereby authorize the Toronto Transit Commission to draw on the (Financial Institution), Toronto up to any aggregate amount of $ available by drafts at sight as follows: Pursuant to the request of our customer(s), (Company Name), we, hereby establish and give to you an Irrevocable Letter of Credit in your favour in the total amount of $ which may be drawn upon us by you and which demand we shall honour without enquiring whether you have the right as between yourself and our said customers to make such demand and without recognizing any claim of our said customers. Provided, however, that you are to deliver to the (Financial Institution), Toronto at such time as a written demand for payment is made upon us, your signed statement that the monies drawn pursuant to this Letter of Credit are pursuant to obligations related in your Contract with (Company Name). The amount of the Credit shall be reduced from time to time by notice in writing given to the undersigned by the Toronto Transit Commission. date. This Letter of Credit will continue up to and will expire on that This Letter of Credit shall be renewed from year to year on its anniversary date unless we give you notice in writing 30 days prior to the expiry date or an anniversary thereof. The drafts drawn under this Credit are to state on their face that they are drawn under the (Financial Institution), Toronto, Ontario, Letter of Credit No. dated. We hereby agree that drafts drawn in conformity with the terms and conditions of the Credit will be duly honoured on presentation. This Letter of Credit is subject to the Uniform Customs and Practice for Documentary Credits (2007 Revision) International Chamber of Commerce Publication No Authorized Signature: Title: Countersigned: Title:

30 Toronto Transit Commission Document Sale & Removal of H6 Subway PARENTAL GUARANTEE Page 1 WHEREAS, a company incorporated under the laws of (Province/Country) is a subsidiary of (parent company s name) AND WHEREAS the TTC is desirous of entering into a Contract for with. NOW THIS AGREEMENT WITNESSES that in consideration of the premises and the award of a Contract by the TTC to, that (parent company) agrees to provide all the necessary financial and technical support for the proper completion of the said Contract and shall guarantee the performance of the said Contract in accordance with the terms and conditions, including timely completion thereof, and agrees to guarantee the Work for the warranty period(s) stipulated therein. IT IS UNDERSTOOD AND AGREED that this Contract of guarantee will be interpreted in accordance with the laws of the Province of Ontario, and (parent company) hereby attorns to the jurisdiction of the Courts of the Province of Ontario. This agreement shall be attached to and form part of a Contract for between and the TTC. IN WITNESS WHEREOF (parent company) has hereunto affixed its corporate seal under the hands of its duly authorized officers in that behalf, this day of, 201_. PARENT COMPANY: (SEAL) Per: (Signature) (Print Name) (Title) I / We have authority to bind the Corporation

31 Toronto Transit Commission Document GENERAL CONDITIONS INDEX Section Title Page 1 DEFINITIONS DOCUMENT ORDER OF PRECEDENCE LAWS TO BE OBSERVED FORCE MAJEURE COMMENCEMENT OF THE WORK INDEMNIFICATION INSURANCE REQUIREMENTS EVIDENCE OF INSURANCE TERMS OF PAYMENT PAYMENT AND CORRESPONDENCE AMENDMENTS SUSPENSION OR TERMINATION OF CONTRACT DEFAULT BY THE COMPANY TERMINATION FOR DEFAULT WORKERS' RIGHTS ASSIGNMENT FEDERAL TAX PROVINCE OF ONTARIO SALES TAX RECORDS AND AUDIT EQUIPMENT OR MATERIAL ON TTC PROPERTY SUB-CONTRACTORS CONTRACT SECURITY... 10

32 Toronto Transit Commission Document GENERAL CONDITIONS Page 1 1 DEFINITIONS 1.1 The following definitions shall apply to all Contract Documents and references to the masculine or singular throughout the Contract Documents shall be considered to include the feminine and the plural respectively, and vice versa as the context requires ABCC shall mean the City or an Agency, Board, TTC or Corporation of the City. Each ABCC has its own relationship with the City and administers important services to the residents of the City Applicable Laws shall mean the meaning as given in Section 3 of Document Bid shall mean the written offer of a Bidder to perform the Work Bidder shall mean the party submitting a Bid for the Work Board Member shall mean an individual that is a member of the TTC s Board TTC shall mean the Toronto Transit Commission a body corporate pursuant to the City of Toronto Act, 2006, S.O. 2006, c. 11, Sched. A, as amended "TTC s Representative" shall mean the duly authorized representative, designated from time to time by the TTC, to exercise such power, authority or discretion as is required under the Contract City shall mean the City of Toronto Contract" shall mean the undertaking by the TTC and the Contractor to perform their respective duties, responsibilities and obligations as prescribed in the Contract Documents "Contract Amendment" shall mean a written order to the Contractor for additions, deletions or other revisions to the Work as specified in the Contract Documents "Contract Completion" shall mean when the entire Work has been performed to the requirements of the Contract Documents "Contract Documents" shall mean the Contact Amendment(s), the applicable TTC Purchase Order (P.O.), the applicable TTC Notification of Award, Addenda, Supplementary Conditions (if applicable), General Conditions, Specifications and the Company s Bid "Contract Drawings" or "Drawings" shall mean the drawings or sketches included in the Contract Documents, any supplementary or revised drawings or sketches furnished by the TTC s Representative and incorporated into the Contract and other drawings or sketches submitted by the Contractor and reviewed by the TTC s Representative.

33 Toronto Transit Commission Document GENERAL CONDITIONS Page "Contract Price(s)" shall mean the price(s) stipulated in the Purchase Order adjusted in accordance with the terms of the Contract "Company" shall mean a Bidder to whom the TTC has awarded the Work, its successors and/or assignees and is a party to the Contract "Company s Representative" shall mean the duly authorized representative, designated from time to time by the Contractor, to exercise such power, authority or discretion as is required under the Contract F.O.B. shall mean the point at which title passes only. This does not relieve the Company of its responsibility to remove the material or equipment at the prices bid unless specifically excepted or qualified in the submission Good Industry Practice shall mean using standards, practices, methods and procedures to a good commercial standard, conforming to Applicable Laws, and exercising that degree of skill and care, diligence, prudence, and foresight which would reasonably and ordinarily be expected from a qualified, skilled and experienced person engaged in a similar type of undertaking under the same or similar circumstances "Notification of Award" shall mean the written notification by the TTC accepting the Bid of a Bidder for the Work "Other Contractor" shall mean the individual, firm, partnership or corporation having a separate contract with the TTC for work other than that required by the Contract Documents Parent Company shall mean a company that controls a subsidiary company as defined by the Ontario Business Corporations Act, R.S.O. 1990, Chapter B.16 and amendments thereto Permits, Licences and Approvals shall mean all permissions, consents, approvals, certificates, permits, licences, agreements and authorizations to be obtained by the Contractor in accordance with this Contract and as required by Applicable Laws, including any associated fees RFB shall mean the Request for Bids documents to which the Bidder submitted a Bid, which include the Instructions to Bidders, Bid Form, General Conditions, Specifications, and all addenda, and Drawings as applicable Site The land or actual place designated by the TTC where the Work is to be carried out "Specifications" shall mean written descriptions or instructions pertaining to the performance of the Work under the Contract, including but not limited to the qualitative and quantitative requirements for products, standards, services, methods, processes and workmanship.

34 Toronto Transit Commission Document GENERAL CONDITIONS Page "Subcontractor" shall mean the individual, firm, partnership, or corporation having a direct contract with the Contractor to perform a part or parts of the Work including the supply of products "Utility Authorities" shall mean the companies, commissions, municipalities and other bodies which provide sewers, telephone, telegraph, gas, water, electrical, cable, drainage and underground heating or other services "Work" shall mean the services or any part thereof, required by the Contract Documents "Worker" shall mean any individual that the Contractor or a Subcontractor employs, contracts with or assigns to perform Work. 2 DOCUMENT ORDER OF PRECEDENCE The Contract Documents shall consist of Contact Amendment(s), the applicable TTC Purchase Order (P.O.), the applicable TTC Notification of Award, Addenda, Supplementary Conditions (if applicable), General Conditions, Specifications and the Company s Bid which shall take precedence in the order in which they are named. 3 LAWS TO BE OBSERVED The Company shall comply with the laws, statutes, regulations and by-laws of Canada, the Province of Ontario and Municipalities which are applicable in the performance of the Work. The Contract shall be governed and interpreted in all aspects with the laws of Ontario. 4 FORCE MAJEURE If the Company is delayed in the performance of the Work by acts of God, or public enemies, acts of governments, or foreign states, or fires, floods, epidemics, quarantine restrictions, strikes, lockouts or organizations of workers, or embargoes by transportation companies or public authorities, or by riots, insurrections, wars, pestilence, lightning, earthquakes, cyclones, or by other causes which the TTC s Representative determines to be wholly beyond the control of the parties, then the Contract may be extended by the period of time which the TTC s Representative determines is reasonably necessary. The Company shall not be entitled to any additional compensation on account thereof. If the Company is delayed in the performance of the Work by a stop work order issued by a court or other public authority and provided that such order was not issued as a result of any act or fault of the Company, then the delay shall be treated as a force majeure with the Contract being extended for such reasonable time as the TTC s Representative may determine that the Work has been delayed.

35 Toronto Transit Commission Document GENERAL CONDITIONS Page 4 No extension of Contract lime shall be granted unless the Company, within seven (7) calendar days after the delay is discovered, submits to the TTC s Representative in writing its notice of claim for extension of Contract. The notice of claim shall state the nature of delay, its causes, the portions of Work affected thereby and the date when they become so affected. If the TTC s Representative is satisfied that the delay occurred, that it resulted in cessation or retardation of the Work, and that it resulted from one or more of the causes described herein, the TTC s Representative shall, at the termination of the period of delay, notify the Company of the number of days by which the Contract shall be extended by reason of that delay. Notwithstanding any force majeure, the TTC reserves the right to have Work continued or completed by others at no additional cost to the Company. 5 COMMENCEMENT OF THE WORK The Company may commence the Work upon receipt of written Notification of Award of the Contract issued by the TTC. However, the Company shall not begin the Work at the Site until acceptance by the TTC of the Company's Evidence of Insurance as specified in Document Section 8 EVIDENCE OF INSURANCE. 6 INDEMNIFICATION The Company shall hereby assume the defense of, fully indemnify and hold harmless the TTC, its Engineer, consultants, agents and employees in respect of the amount of any claim, demand, loss, cost, expense (including reasonable legal expenses), action, suit, proceeding, liability, fine, penalty, interest, payment or damage by whomsoever (including, without limitation, the TTC) which is made, sustained, brought or prosecuted in any manner based upon, occasioned by or attributable to any breach of the Contract by the Company, or to any wilful misconduct, fault, or negligent act or omission of the Company or any person, agent, consultant, firm or corporation for whose acts the Company is liable at law (collectively referred to as "Claims"). Further, the Company shall pay any amount of Claims incurred by the TTC on account of any injuries, including death or damages, received or sustained by any persons or property and if it fails to do so, the TTC may pay such Claims and deduct the amount thereof from any monies due, or to become due, to the Company, or otherwise recover such amounts or any balance thereof from the Company. Notwithstanding anything to the contrary contained in the Contract, in no event shall either party be liable to the other party for any consequential damages, including, but not limited to, claims for loss of profit or reputation.

36 Toronto Transit Commission Document GENERAL CONDITIONS Page 5 7 INSURANCE REQUIREMENTS 7.1 During the term of the Contract, the Company shall obtain and maintain, at its own expense, the following insurance in relation to the Work, any services required to be performed by the Contractor under the Contract Documents, or otherwise, each such policy to be issued by an insurance company licensed to carry on the business of issuing such policies in Ontario, and possessing a Best s Financial Strength Rating of at least B Comprehensive General Liability Insurance, which shall include, but not limited to: Contractual liability coverage for liability assumed under General Condition 6 - INDEMNIFICATION; Products and completed operations coverage; Contingent employer's liability coverage, for any claims that might be brought against the TTC by any employee of the Company; Owner s and Contractor's protective coverage for all subcontracted operations; Non-owned automobile liability; and Cross liability and severability of interests clause Such insurance shall provide a combined single limit of not less than Three Million Dollars ($3,000,000) for any one occurrence or accident for all claims arising out of bodily injury (including death) and damage to the property of others. Such liability insurance shall contain no exclusions in conflict with the character of the Work required to be performed under the Contract and shall include the TTC as an additional insured Any other valid or collectible insurance available to the TTC shall not apply to any loss until the coverage and limits available under the insurance policies maintained by the Company in accordance with this Section 7 have been exhausted. 7.3 Automobile Liability Insurance Automobile liability insurance with a limit of not less than One Million Dollars ($1,000,000) inclusive for any one accident or occurrence and shall insure against claims for bodily injury, including death, and for property damage arising out of the use of any vehicle owned, leased or operated by or on behalf of the Company in the performance of the Work. 7.4 Contractor s Equipment Insurance The Company shall be responsible for any loss or damage to any of the Company s tools, materials, and/or owned, rented, leased or borrowed equipment and is required to maintain appropriate all risks property coverage for such property while it is being used in connection with the Work performed under the Contract.

37 Toronto Transit Commission Document GENERAL CONDITIONS Page 6 8 EVIDENCE OF INSURANCE 8.1 Within fifteen (15) calendar days of the Notification of Award and prior to the commencement of Work at the Site, the Company shall provide the TTC with certificates of insurance originally signed by the insurer or its authorized representative. 8.2 At the expiry date of the policy, the Company shall provide to the TTC signed certificates of insurance evidencing renewals or replacements prior to the expiration date of the original policies, without notice or request by the TTC. 8.3 Each policy shall be endorsed with an undertaking from the insurance company that such insurance will not be cancelled or reduced in coverage without thirty calendar days prior written notice delivered by registered mail to the TTC. 8.4 With the exception of automobile liability, each policy shall include an endorsement under which the insurer waives any right of subrogation it may have against the TTC and its directors, officers, employees and agents. 8.5 Should the TTC be of the opinion that the insurance taken by the Company is inadequate in any respect and for any reason whatsoever, it shall forthwith advise the Company of such opinion and the reasons therefore and the Company shall forthwith take out insurance of a character satisfactory to the TTC. 8.6 The taking out of the insurance as aforesaid shall not relieve the Contractor of any of its obligations under the Contract. 9 TERMS OF PAYMENT Payment shall be in Canadian Funds, and inclusive of all applicable costs, allowances and government sales taxes in force at the time of payment. Payment shall be in the form of: (a) A certified cheque, issued by a Canadian Schedule I or II bank, made payable to the Toronto Transit Commission and shall be delivered by the Company to the TTC within 15 calendar days of the scheduled removal date of a Subway Car (or Subway Cars). (b) In lieu of a certified cheque, the Company may submit payment by depositing the funds directly into the TTC s bank account by way of a wire transfer within 15 calendar days of the scheduled removal date of a Subway Car (or Subway Cars). The TTC s destination bank account details will be provided to the Company at the Company s request. (c) In the event the Company has provided Contract Security as set out in General Condition 22 CONTRACT SECURITY Section.1 (c) or (d), and the Contract Security is to be reduced as set out in General Condition 22 CONTRACT SECURITY Section.3 (a), the Contract Security Reduction Amount will be applied against the payment for

38 Toronto Transit Commission Document GENERAL CONDITIONS Page 7 the Subway Car(s) that are removed by the Company immediately subsequent to the 6 month period in which the Contract Security Reduction Amount was calculated. (d) Within 30 calendar days of the Company making the final payment for the removal of the last Subway Car(s) under the Contract, the TTC will issue the Company a cheque for any excess funds that remain from the Company s original Contract Security. 10 PAYMENT AND CORRESPONDENCE a) Certified cheque shall be submitted to: Toronto Transit Commission Materials and Procurement Department W.E.P. Duncan Building 2 nd Floor 1138 Bathurst Street Toronto, Ontario M5R 3H2 Attention: (To be named) Surplus Assets Administrator b) All other communication and correspondence shall be directed to: Toronto Transit Commission Materials and Procurement Department 1138 Bathurst Street Toronto, Ontario M5R 3H2 Attention: (To be named) Surplus Assets Administrator 11 AMENDMENTS No amendment to the Contract shall be binding upon the TTC unless it is in writing and is signed by a duly authorized representative of the TTC. The Company shall comply with any and all directions of the TTC's authorized representative. 12 SUSPENSION OR TERMINATION OF CONTRACT The TTC shall have the right for convenience to suspend or terminate further performance of all or any portion of the Work at any stage of undertaking by notice in writing to the Company. On the date of such notice the Company shall discontinue all Work as instructed whether being performed by itself or its Subcontractors and shall preserve and protect all Work in progress and completed Work. Payment shall be forwarded for that portion of the Work satisfactorily performed or complete to the date

39 Toronto Transit Commission Document GENERAL CONDITIONS Page 8 of the notice. The TTC shall not be liable for any other costs arising from such notice including but not limited to loss of anticipated profits or loss of opportunity. 13 DEFAULT BY THE COMPANY If, in the opinion of the TTC s Representative, the Company by its own acts, omissions or neglect or that of any of its Subcontractors, fails to comply with the provisions of the Contract, fails to proceed with or delays the Work, or causes expense to the TTC, then the TTC s Representative may notify the Company in writing of such default and instruct it either to immediately correct the default, or to provide notice to the TTC of its agreement to correct the default within a schedule acceptable to the TTC within three (3) business days. If the Company fails to correct the default within the time specified or subsequently agreed upon, the TTC may correct such default without prejudice to any right or remedy it may have under the Contract. If the TTC or any other party under contract to it, suffers any expense or damages caused by the acts, omissions or neglect of the Company, then the Company shall be liable to the TTC for the value of such expenses or damages, notwithstanding the correction of the default within the time specified or subsequently agreed upon. 14 TERMINATION FOR DEFAULT The Company shall be in default of the Contract and the TTC may terminate the Contract if the Company either: Fails or refuses to proceed with the Work with due diligence or maintain the Contract Schedule; or, ceases or threatens to cease to carry on its business or if there occurs an act or event of bankruptcy or insolvency of the Company; or, Continually or repeatedly refuses or fails without cause to perform the Contract in strict accordance with the Contract Documents. In such event, the TTC s Representative may serve written notice to the Company specifying the default and instructing the Company to remedy such default within seven (7) calendar days thereafter or risk termination of the Contract. If, within the above specified period, the Company fails or refuses to correct the default, the TTC may without prejudice to its other rights and remedies under the Contract, issue a notice to the Company to advise the Contract is terminated. In such event, the TTC shall have the right to take possession of the products, materials, tooling, patterns and equipment and complete the Work by whatever method it deems expedient. If the TTC is required to complete the Work, and the value including damages is different from the Contract price, then the Company shall be liable to the TTC for any cost/price difference in completing the Work. 15 WORKERS' RIGHTS The Company shall not discriminate against workers or applicants for employment as workers because of race, creed, colour, national origin, political or religious affiliation, sex, sexual orientation, age, marital status, family relationship or disability.

40 Toronto Transit Commission Document GENERAL CONDITIONS Page 9 16 ASSIGNMENT The Company shall not assign the Contract or any portion thereof without the prior written consent of the TTC which consent can be withheld for any reason at the sole discretion of the TTC. 17 FEDERAL TAX The Contract price shall be inclusive of all applicable federal tax in force or announced, prior to the Bid closing, even if the effective date is subsequent to the Bid closing. If a change in sales tax payable is announced subsequent to the Bid closing, any change in tax payable resulting therefrom shall be the responsibility of the Company. 18 PROVINCE OF ONTARIO SALES TAX The Contract price shall be inclusive of all applicable taxes under the Retail Sales Tax Act either in force or announced prior to the Bid closing, even if the effective date is subsequent to the Bid Closing Date. If a change in tax payable is announced subsequent to the Bid closing, any change in tax payable resulting therefrom shall be the responsibility of the Company. 19 RECORDS AND AUDIT The TTC may inspect and audit the books, payrolls, account and records of the Company at any time as deemed necessary by the TTC prior to completion of the Work and thereafter for a period of two (2) years, to verify the Company's valuations of Contract Amendments, cancelled Work and claims, and the Company shall supply certified copies of the books, payrolls, accounts and any other records to the TTC or access to same as required by the TTC, and at no cost to the TTC. 20 EQUIPMENT OR MATERIAL ON TTC PROPERTY In the event that there is any of the Company s equipment or material that is required to remain on TTC property, the Company agrees that it is responsible for such equipment or material and shall keep and maintain such equipment or material in a good state of repair. In the event that the Company does not, the TTC, at its sole discretion may remove or repair the equipment or material and all costs incurred will be charged to the Company. 21 SUB-CONTRACTORS The Company agrees that it is fully responsible to the TTC for the acts and omissions of its Subcontractors and of persons either directly or indirectly employed by them, as the Company is for the acts and omissions of persons directly employed by it.

41 Toronto Transit Commission Document GENERAL CONDITIONS Page CONTRACT SECURITY.1 The Company must keep and maintain the following Contract Security as noted below. If its Contract Security is renewable, the Company agrees to renew the Contract Security as may be required. (a) The Company shall provide contract security in the form as set out on the TTC s standard form Performance Bond- Document 00610, in an amount at least equal to 50% of the total value of the Contract Price ( Contract Security ). Such Performance Bond shall be issued by a duly licensed surety or insurance company registered to transact the business of suretyship in the Province of Ontario and from a surety acceptable to the TTC. (b) In lieu of a Performance Bond (Document 00610), the Company may submit an Irrevocable Letter of Credit on the TTC s standard form - Document in an amount at least equal to 50% of the total value of the Contract Price. Such Irrevocable Letter of Credit shall be issued from a Canadian Schedule I or II bank from a branch office in the City of Toronto. (c) In lieu of a Performance Bond (Document 00610), the Company may submit a certified cheque issued by a Canadian Schedule I or II bank in an amount at least equal to 50% of the total value of the Contract Price, and the cheque shall be made payable to the Toronto Transit Commission. (d) In lieu of a Performance Bond (Document 00610), the Company may deposit the funds directly into the TTC s bank account by way of a wire transfer. The TTC s destination bank account details will be provided to the Company at the Company s request..2 Under Section 22.1 (a) and/or (b) above, the Contract Security shall be required and shall be maintained by the Company until final payment for the Work has been received by the TTC. Under Section 22.1 (c) above, the TTC will cash the certified cheque, and under.1 (c) and/or (d) above, the TTC may earn interest on the funds deposited in the TTC s account and the Company shall have no claim on such interest..3 Notwithstanding anything contained in the TTC s standard form Document and/or Document 00630, the Contract Security will be reduced by the TTC during the term of the Contract as follows: (a) Each six (6) month period following the date the TTC receives the Company s Contract Security, the Contract Security will be reduced by an amount that represents 10% of the value of the Subway Car(s) that have been removed by the Company from the TTC s Site during the preceding six (6) month period (the Contract Security Reduction Amount ), whereby the value equals the Contract unit price per Subway Car multiplied by the quantity removed from the TTC Site during the given 6 month period.

42 Toronto Transit Commission Document GENERAL CONDITIONS Page 11 (b) (c) In the event the Contract Security is provided by the Company as set out in General Condition 22 CONTRACT SECURITY Section.1 (a) or (b), the TTC will reduce the Contract Security by the method as set out in the applicable Performance Bond and/or Irrevocable Letter of Credit with the applicable Financial Institution. In the event the Contract Security is provided by the Company as set out in General Condition 22 CONTRACT SECURITY Section.1 (c) or (d), the TTC will reduce the Contract Security by applying the Contract Security Reduction Amount to the payment of the next Subway Car(s) that are removed by the Company as set out in General Condition 9 TERMS OF PAYMENT.

43 Toronto Transit Commission Division 1 SPECIFICATIONS INDEX Section Title Page 1 SCOPE OF WORK QUANTITIES AND DESCRIPTIONS SCHEDULE OF REMOVAL CONDITION OF SUBWAY CARS PERMITS AND LICENCES REMOVAL OF THE SUBWAY CARS SITE CONDITIONS SAFETY EQUIPMENT AND PROCEDURES REMOVAL OF DISTINCTIVE MARKINGS & EQUIPMENT TERM OF THE CONTRACT ACCESS TO SUBWAY CARS AND TECHNICAL INFORMATION ON-GOING MAINTENANCE OF SUBWAY CARS... 4 Appendix B H6 Basic Technical Information

44 Toronto Transit Commission Division 1 SPECIFICATIONS Page 1 1 SCOPE OF WORK Subject to Section 2 of these Specifications, the Company will purchase and remove from the TTC Site, 76 H6 type TTC Subway Cars, subsequent to the TTC declaring the Subway Cars as surplus. 2 QUANTITIES AND DESCRIPTIONS 2.1 The quantity and description of material is approximate only and the TTC does not assume any responsibility in respect to the correctness of either. 2.2 The TTC reserves the right, in its sole discretion, to reduce the number of H6 type Subway Cars that will be declared surplus, and hence the quantity of Subway Cars available to the Company under this Contract is subject to change. In addition, the TTC reserves to right, in its sole discretion, to amend the schedule that H6 type Subway Cars are expected to be declared surplus and removed from the TTC Site. 2.3 The operational needs of the TTC take precedence over any planned scheduled retirements, and subsequent declaration as surplus, of Subway Cars under this Contract. The general intent of the TTC is to retire and declare surplus the current TTC H6 Subway Cars as TTC receives new replacement Subway Cars. Currently, TTC has a contract for the supply of new Subway Cars, and the quantity of new Subway Cars to be delivered to TTC is such that they will replace the TTC H6 type Subway Cars. 2.4 In the event the TTC changes quantities and/or the scheduling of declaring the Subway Cars surplus, the TTC shall not be liable to the Company for any of their costs arising from such action, including but not limited to, loss of anticipated profits or loss of opportunity. 3 SCHEDULE OF REMOVAL 3.1 The rate at which TTC decommissions Subway Cars and declares the Subway Cars as surplus is subject to change, at TTC s sole discretion, however the rate is generally three (3) to six (6) Subway Cars per week (Contract Schedule). 3.2 The TTC reserves the right to change removal times, however it is anticipated removal of the Subway Cars shall occur at approximately 9:00 am (Toronto Time) between Monday and Friday. 4 CONDITION OF SUBWAY CARS All H6 type Subway Cars shall be sold and removed from TTC on an AS IS, WHERE IS basis. There is no warranty of merchantability of fitness nor any other warranty expressed or implied, except for the warranty of title. ALL OTHER WARRENTIES WHETHER LEGAL, EXPRESS OR IMPLIED ARE HEREBY EXPRESSLY EXCLUDED.

45 Toronto Transit Commission Division 1 SPECIFICATIONS Page 2 5 PERMITS AND LICENCES The Company shall obtain and pay for all permits and licences required either by the Province of Ontario, City of Toronto or any other authority to enable the Company to execute the performance of all Work under this Contract. 6 REMOVAL OF THE SUBWAY CARS 6.1 The TTC anticipates all Subway Cars will require removal from the TTC s Wilson yard location (160 Transit Road, Downsview ON. M3H 1T8), which shall be deemed as the F.O.B. point ( Site ), provided that title to any Subway Car from shall not pass until the Company has removed any such Subway Car from the Site. However, the TTC reserves the right at any time during the Contract, at its sole discretion, to change the removal location, and hence the F.O.B. point, to another TTC location (i.e. Greenwood yard or Davisville yard). 6.2 Unless otherwise advised by the TTC s Representative, and subject to the TTC s receipt and approval of the Company s required Contract Security and evidence of Insurance, the Company shall commence removing the number of Subway Cars indicated by the TTC within 30 calendar days upon receiving the TTC s Notification of Award of the Contract. Thereafter, the Company will maintain the Contract Schedule of removal of Subway Cars as provided by the TTC. 6.3 Should the Company fail to remove a Subway Car(s) within the timeframes set out in the Contract, the TTC reserves the right to have the Subway Car(s) removed from the TTC Site and stored by others, the Company would be liable for all and any associated costs, and would remain liable for the payment to the TTC of the purchase price of the Subway Car(s). 6.4 The Company shall be required to load and transport the Subway Cars at its own expense. 6.5 If the Company plans to use a Subcontractor(s) to perform any portion of the Work, the Company shall disclose such information to the TTC s Representative at least 7 calendar days prior to the performance of such Work and provide the name and contact information of the applicable Subcontractor(s) to the TTC at the time of disclosure. 6.6 The Company shall perform the Work with due diligence, which includes but is not limited to, planning transportation routes and considering TTC overhead wiring, low bridges, road traffic, escorts, etc.

46 Toronto Transit Commission Division 1 SPECIFICATIONS Page All Subway Cars removed from the TTC's property will be accompanied with a Sales Delivery Slip. The pink copy of this form will remain with the Subway Cars, while 2 carbon copies will remain with the TTC s security gatehouse attendant. 6.8 The Company shall provide to the TTC s Surplus Assets Administrator, on a weekly basis, a list of the Subway Cars which have been removed from the TTC Site. 6.9 The Company shall provide to the TTC s Surplus Assets Administrator documentary evidence of the export (from Ontario) of the Subway Car(s), if applicable, within 10 business days of shipment. Such documentary evidence shall consist of a copy of all shipping documents/bills of lading. 7 SITE CONDITIONS 7.1 The TTC s Wilson Yard (the Site ) is a construction zone, and the Company is required to comply with the safety requirements of the TTC s construction contractor at all times. 7.2 The Company s personnel, or its agents, that intent to perform Work at the Site, are required to undergo a Site safety orientation from the TTC s construction contractor prior to entering the Site. This orientation is approximately 45 minutes in duration. 7.3 Company cranes are not permitted on the Site. 8 SAFETY EQUIPMENT AND PROCEDURES 8.1 The Company shall at all times provide for themselves and wear proper safety gear and follow proper safety procedures as required by Ontario Law, and/or the TTC, while performing Work on TTC property. All workers, either employed by the Company or its Subcontractor(s), while on the TTC Site, are required to wear a safety hat, safety goggles, safety vest, safety boots and safety ankle bands at all times while on the Site. 8.2 All workers, either employed by the Company or its Subcontractor(s), that will be on the TTC Site, prior to commencing Work on the TTC Site, are required to attend a 1-day (8 hour) TTC safety Subway Rulebook training course. This training entails the proper safety procedures and information concerning work at the TTC track level. 8.3 Cutting of the Subway Cars on the Site is not permitted.

47 Toronto Transit Commission Division 1 SPECIFICATIONS Page 4 9 REMOVAL OF DISTINCTIVE MARKINGS & EQUIPMENT 9.1 The TTC will remove any and all trademarks, logos, labels and distinctive marking of the TTC which may appear on the Subway Cars prior to releasing the Subway Cars to the Company. 9.2 Decommissioning of the Subway Cars, prior to declaring the Subway Cars surplus, requires TTC staff to remove all TTC radio communications equipment. 10 TERM OF THE CONTRACT The Contract term shall commence upon Notification of Award and shall continue in full force and effect until the Company has completed all Work (i.e. removal of the Contract quantities of H6 type Subway Cars), and all other obligations as described in this Contract or unless otherwise terminated in accordance with the express provisions of the Contract. 11 ACCESS TO SUBWAY CARS AND TECHNICAL INFORMATION 11.1 The TTC shall provide the Company with reasonable access to any technical records, drawings and manuals in its possession, where legally permitted to do so The TTC shall provide the Company with reasonable access, as may be requested by the Company, to inspect the Subway Cars and to confirm they are in good condition, and that normal maintenance is continuing In the event the Contract was awarded based on TTC providing Operational H6 Subway Cars, the TTC will provide the Company with TTC s H6 Propulsion Heavy Repair Manuals Volumes 1+2 ( ), and TTC s H6 Subway illustrated Parts Manual, Volumes 1+2 (12448). 12 ON-GOING MAINTENANCE OF SUBWAY CARS 12.1 In the event the Contract was awarded based on TTC providing Operational H6 Subway Cars, the TTC shall continue its normal maintenance and repair of the Subway Cars until they are declared surplus by TTC. Parts (other than distinctive markings and TTC Radio Communications equipment) will not be removed or cannibalised prior to transfer of title of the Subway Cars to the Company In the event the Contract was awarded based on TTC providing Scrap H6 Subway Cars, the TTC shall not continue its normal maintenance and repair of the Subway Cars until they are declared surplus by TTC. Parts (including distinctive markings and TTC Radio Communications equipment) may be removed or cannibalised prior to transfer of title of the Subway Cars to the Company.

48 Appendix B H6 Basic Technical Information Division 1 SPECIFICATIONS H6 SUBWAY Page 1 of 3

49 Appendix B H6 Basic Technical Information Division 1 SPECIFICATIONS Page 2 of 3