PROVINCE OF ONTARIO-CITY OF TORONTO TOR (APPENDIX B): MTO’S DRAFT PRELIMINARY LIST OF DATA, INFORMATION & DOCUMENTATION TO SUPPORT DISCOVERY EXERCISE “Province of Ontario-City of Toronto Realignment of Transit Responsibilities Review” Terms of Reference (ToR), the “discovery exercise/information sharing’ between the parties is intended to reach a mutual understanding of the following: «The fair valuation of the assets and liabilities encompassing the subway system; «The TTC’s current backlog of deferred maintenance on subway assets; and, «The costs to operate the subways, disaggregated from the bus/streetcar network. Per Appendix B of the ‘As such, and as a first step in the exercise, the province is seeking data, information and documentation from the city/TTC, per the preliminary list, below, which: Spans the period 2013 to present; and, «Includes both publicly-available and confidential source material. Consistent with the ToR, the province requests that these materials be shared in a timely fashion, and made available through the virtual data room that has been established ~ and will be administered — by MTO. During the course of the discovery/information sharing, itis anticipated that supplementary requests for materials will be made of all parties in order to generate a shared inventory of records housed in the data room. Moreover, following the execution of the Statement of Work (SOW) between the Ministry of Transportation (MTO) and the selected vendor to conduct the open book financial'technical valuation of TTC subway network infrastructure, the aforementioned materials will be provided, on a confidential basis, to the third party for the purposes of the assignment. Should the selected vendor require additional data, information and documentation beyond that outlined below, MTO will engage with the city/TTC accordingly. Finance/Accounting + City of Toronto Annual Financial Reports, including: ‘© Consolidated financial statements; ©. All supporting materials, appendices and analyses to reports, as presented to city council; and, © Any internal supporting materials and underlying spreadsheets ([.e., publicly-available and confidential analyses). * City of Toronto Budgets, including: 6. Any internal supporting materials and underlying spreadsheets related to Union Station (ie., publicly-available and confidential analyses); and, © All budget committee documents and city council decisions (e.g., reports, project budget and capital plan amendments, and procurement authorizations) and other documents related to Union Station, including, but not limited to, the Union Station Revitalization Project. «TTC Annual Reports, including: Consolidated financial statements; Accounting policies; Asset valuation and asset management policies; Auditor reports on financial statements, as presented to the TTC Audit and Risk Management Committee and to the TTC Board; and, e000 Confidential - Not For Distribution - Prepared Without Prejudice LONPROVINCE OF ONTARIO-CITY OF TORONTO TOR (APPENDIX B): MTO’S DRAFT PRELIMINARY LIST OF DATA, INFORMATION & DOCUMENTATION TO SUPPORT DISCOVERY EXERCISE © Any internal supporting materials and underlying spreadsheets (ie., publicly-available and confidential analyses). ‘* Documentation related to special purpose entities and/or other applicable parties (if any) that hold assets and liabilities for the TTC, including all supporting materials that provide details on those assets and liabilities. TTC General Ledgers [Le., financial transaction documentation related to all assets, liabilities, expenses and revenues (categorized by mode)], including: © All TTC accounting documentation [e.g., detailed tangible capital asset continuity schedules, asset revaluations, write-downs and impairments (if any), etc.]; © All TTC accounting policies [e:g., those related to asset capitalization processes and thresholds, amortization, asset revaluations, write-downs. and impairments (i any), etc]; o Fixed Asset Ledgers related to costs, in-service dates, accumulated amortization and annual amortization; © Alldocumentation related to relevant short- and long-term debt obligations; © Alldocumentation related to relevant contingent liabilities, environmental liabilities and claims; and, © Other TTC internal accounting and control policies, in addition to those noted in the Annual Reports. + Allexternal and internal audit reports, including: ‘© City Auditor General and City Ombudsman reports related to TTC asset management, materials management, and subway and shared infrastructure management (ie., including all supporting materials, appendices and analyses, as presented to city council); City Auditor General and City Ombudsman reports related to Union Station; Federal compliance and legislative reports related to subway and shared infrastructure; External audits [e.g., those conducted by the American Public Transportation Association (APTA)] related to TTC asset management, and subway and shared infrastructure management; All TTC quarterly internal audit updates, yearly internal audit reviews and annual intemal audit plans, as presented to the TTC Audit and Risk Management Committee; and, All TTC internal audit reports related to asset management, and subway and shared infrastructure management. Al TTC internal risk assessments and tracking materials, including: Reports to the TTC Audit and Risk Management Committee related to “Top 5 Risks,” including confidential analysis; All updates to the TTC Audit and Risk Management Committee related to risks related to asset management, and subway and shared infrastructure management; and, All documentation related to environmental and contamination liabilities. + TTC Board Materials, including: © All CEO Reports to the TTC Board; and, Summaries of TTC Board actions related to subway maintenance, extensions/ expansion, investments, etc. (j.e., reports for action and relevant decisions, reports for ° ° ° ° Confidential - Not For Distribution — Prepared Without PrejudicePROVINCE OF ONTARIO-CITY OF TORONTO TOR (APPENDIX B): MTO’S DRAFT PRELIMINARY LIST OF DATA, INFORMATION & DOCUMENTATION TO SUPPORT DISCOVERY EXERCISE information, procurement authorizations, contract award authorizations, contract amendments/change orders, etc.). ‘Subject matter to include, but not to be limited to: = Toronto-York-Spadina ‘Subway extension construction and claims. settlements; * Approval, procurement, design, construction and land acquisitions for new subway Construction, including Scarborough Subway Extension, Relief Line, Yonge Subway Extension, Sheppard Subway Extension, etc.; Maintenance of the existing subway lines/network, including installation of ‘Automatic Train Control (ATC), station modifications supporting accessibility, track and tunnel maintenance, rolling stock maintenance, parts, etc.; + Renovation of subway platforms at Union Station, including claims settlements; Acquisition of land for subway yards and other subway-related purposes; and, ‘Supply, installation and maintenance of PRESTO fare gates. & Bus} TTC 2019-2028 Capital Budget and Plan, and previous 10-Year Capital Budgets and Plans, including any internal supporting materials and underlying spreadsheets (i.e., publicly available and confidential analyses), such as (non-exhaustive): © Project design work and associated cost estimates: Project budgets and schedules; Cash flow forecasts; Project management plans; Project risk registers; Contingency management records; Project and portfolio safety reports; Market intelligence reports; and, © Documentation sourced to the Capital Programs Enterprise Systems. + All subway infrastructure program materials, as referenced in the Capital Budget(s) and Plan(s); + Allbridges and tunnels, signal systems, stations and subway car overhaul Program materials, as referenced in the Capital Budget(s) and Plan(s); © TTC capacity to spend analyses; Annual multi-year Capital Budgets and Plans from the past five years for the Union Station Revitalization Project, including any internal supporting materials and underlying spreadsheets (i.e., publicly available and confidential analyses); Capital prioritization process; List of unfunded capital projects over the last five years; ‘TTC amortization/depreciation schedules; and, All third party studies, reports and analyses (e. completed by KPMG, etc.). 0000000 . TTC Capital Program Delivery Review State of Good Repair (SOGR) & Asset Management [.e., Disaggregated By Mode (Subway, Streetcar & Bus)]: ‘+ Alldocumentation related to the TTC SOGR program, including future plane (ie., with a focus on the period 2019 to 2024); Confidential — Not For Distribution - Prepared Without Prejudice