MEMO / NOTE DE SERVICE

To / Destinataire From / Expditeur Subject / Objet

Mayor and Members of Council John Jensen, Director, Rail Implementation Office Ottawa Light Rail Transit (OLRT) Project Update

File/N de fichier: File Number:

Date: May 23, 2012

This memo is to provide an update on the OLRT project including information on the property negotiation process for station entrances and connections to private properties, an amendment to the procurement process and the next phase of property expropriation. Mayor Watson has asked that a copy of a general Non-Disclosure Agreement (NDA) used in property negotiations be attached to this memo for your reference. In May 2009, City Council stated a goal to secure integrated station entrances and connections with businesses and landowners adjacent to the OLRT project alignment where desirable for transit users. Accordingly, Council directed a Request-for-Information to be sent to local businesses and landowners near the OLRT alignment. As a result negotiations aimed at securing the integration opportunities have been initiated with six (6) property owners along the tunnel portion of the alignment. The City is negotiating with several property owners for connections while at the same time conducting an international competition with three world class teams of international companies, each developing different and competing proposals to design and construct the OLRT system. Each team has been charged with taking the Citys preliminary design through to full system design with a set price they will be held to if successful. As such, each team needs to meet with property owners to ensure that the connections they design work as proposed and that the price of these elements can be validated as part of their bids. The Non-Disclosure Agreements (NDAs) protect the integrity of the procurement process so that these commercially confidential design elements remain absolutely confidential. This same type of Non-Disclosure Agreement also governs utility companies that receive information about each teams approach to the design and construction in order to discuss plans to construct around or relocate private telecommunications or gas utilities. This must occur to provide firm information for pricing utilities. It is essential that the confidentiality of each teams approach to design and construction be maintained. This drives competitive tension as each procurement team is given the freedom to develop innovative solutions without risk of their ideas or planned innovations being shared with rival teams. In short, confidentiality is essential to protect the integrity of the procurement process. Ensuring that this confidentiality is respected is one of the reasons that Council directed Infrastructure Ontario to be our procurement lead and that an independent fairness commissioner is providing independent oversight. Council should be aware that there have been no discussions regarding the appropriate location of stations with any property owners, including Cadillac Fairview. No consideration or concession of any type has been discussed with any proponent regarding zoning, approvals or planning of station locations. Discussions have solely focused on securing property and an agreement to integrate station entrances where it would serve the transit user.

Negotiations with Cadillac Fairview The Rideau LRT Station was always going to have an integrated entrance into the Rideau Centre. The original location underneath the Canal connected to the Rideau Centre and the new location underneath Rideau Street will continue to have a Rideau Centre entrance. The City has been in discussions with Cadillac Fairview to explore entrance locations both for the original location of Rideau Station and more recently for the shifted location. This makes good transit sense as the Rideau Centre and surrounding community is a significant transit destination - the Rideau Centre today is a major part of the current bus rapid transit network. Work on the revised location of Rideau Station began in July of last year. Passenger flows and catchments were examined, utility and construction challenges were identified, and discussions were undertaken with the competing proponents. Councils direction to seek ways to reduce station depth at the Rideau Station was pursued fully and all issues were explored before the decision to revise the station location was made. Discussions with Cadillac Fairview about an entrance option further east on Rideau occurred only after it was determined that the shift was desirable from a transit service perspective. As part of determining if it was feasible to move the station into the Rideau right-of-way it was necessary to examine utility and constructability issues as well as any implications for maintaining the connection to the Rideau Centre. Negotiations will continue on all possible building connections to the new OLRT system as instructed by Council. Final plans and agreements enabling any of these possible building connections will only be possible once a final proponent is selected as each will have identified their own solutions for delivering the project. The precise location of the Rideau Station platform and its entrances will be determined once the City has detailed designs and has selected a successful team in the ongoing competition. As per your direction, the details of all property negotiations and agreements will be reported to Council once all OLRT property has been acquired. Next Phase of Property Expropriation Over the next two weeks the City will be sending out notices of expropriation for the next group of affected properties along the OLRT alignment. Throughout this process the City will continue to undertake negotiations with impacted landowners and tenants in a parallel effort to reach settlements that are fair to all parties. As per Council direction, details on these agreements will be reported to Council once all property for the OLRT project has been secured. Procurement Update

In order to ensure all efficiencies can be realized through the full integration of the two projects, and at the request of the proponents, the teams have been provided with an additional six weeks to prepare their final submissions, which are due September 10, 2012.

The time line for final approval by Council in late 2012 remains unchanged with construction slated to start in early 2013 and full system operation planned for 2018. Nancy Schepers and I are available to meet at your discretion to provide any further details you may require. John Jensen Director Rail Implementation Office cc: Nancy Schepers, Deputy City Manager, Planning and Infrastructure Enclosures (1)

CONFIDENTIAL DISCLOSURE AGREEMENT

THIS AGREEMENT is made this __________ day of __________, 201__ BETWEEN CITY OF OTTAWA having as its primary mailing address 110 Laurier Avenue West, Ottawa, Ontario, K1P 1J1 (the City); AND _________________________________ whose principal place of business is ________ __________________________(the Company).

WHEREAS
A. The parties wish to disclose to each other Confidential Information for the Purpose. B. The parties wish to regulate how the Confidential Information is to be treated and used while in the possession or control of the Receiving Party so as to protect the interests of the Disclosing Party. IN CONSIDERATION of the mutual covenants set forth herein and for other good and valuable consideration (the receipt and sufficiency of which is hereby confirmed), the parties hereby covenant and agree as follows: 1. Definitions. The following words and phrases wherever they are used in this Agreement shall have the meanings ascribed to them below: Applicable Laws means any domestic or foreign statute, law (including common and civil law), code, ordinance, rule, regulation, restriction or by-law (zoning or otherwise); any judgement, order, writ, injunction, decision, ruling, decree or award; any regulatory policy, practice or guideline having the force of law; any published administrative position having the force of law; or any franchises, licences, qualifications, authorizations, consents, certificates, registrations, exemptions, waivers, filings, grants, notifications, privileges, rights, orders, judgments, rulings, directives, permits and other approvals, all of any governmental authority, binding on or affecting the person referred to in the context in which the term is used or binding on or affecting the property of that person. Confidential Information comprises any and all information which is supplied by or on behalf of the Disclosing Party to the Receiving Party (whether before or after the date of this Agreement), either in writing, orally or in any other form, directly or indirectly from or pursuant to discussions with the Disclosing Party or which is obtained through observations made by the Receiving Party. Confidential Information also includes all analyses, compilations, studies and other documents whether prepared by or on behalf of a party which contain or otherwise reflect or are derived from such information;

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Disclosing Party means the party hereto which supplies Confidential Information; Proper Use means use of Confidential Information wholly necessarily and exclusively for the Purpose. Purpose means discussions relating to evaluating the feasibility of __________________ _________________________________________________________________________ Receiving Party means the party hereto to which Confidential Information is supplied. Confidentiality. Each party, in respect of Confidential Information for which it is the receiving Party, shall: a. hold in confidence any Confidential Information and use such Confidential Information only for the Proper Use; take all reasonable measures to maintain the confidentiality of the Confidential Information; keep such Confidential Information and copies of it separate from its own Confidential Information and marked as confidential and proprietary to the Disclosing Party; not disclose to any person or publish Confidential Information or any part thereof except with the express prior written consent of the Disclosing Party; and not disclose to any person the fact that Confidential Information has been exchanged between the parties or that discussions in respect of the Purpose are taking place between the parties.

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Advisors/Professionals. The Receiving Party shall ensure, in respect of its officers, employees, contractors, consultants, agents and advisors, that: a. the Disclosing Partys Confidential Information is only disclosed to such of them who strictly need to know it for the Proper Use; they are aware of the confidential nature of the Disclosing Partys Confidential Information and of the obligations under this Agreement and are bound under equally restrictive terms; and it accepts responsibility for each of them as if their activities in relation to the Confidential Information were carried out by the Receiving Party itself.

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Exceptions. The obligation to maintain the confidentiality of Confidential Information does not apply to Confidential Information: a. which the Disclosing Party thereof confirms in writing is not required to be treated as Confidential Information; which is or comes into the public domain otherwise than through any disclosure prohibited by this Agreement;

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to the extent any person is required to disclose such Confidential Information by Applicable Laws, including the Municipal Freedom of Information and Protection of Privacy Act (Ontario); is independently developed without use of the Disclosing Party's Confidential Information, as demonstrated by the Receiving Partys written records, is rightfully received from a person without obligation of confidence or is disclosed without similar restrictions to a person by the Disclosing Party owning the Confidential Information; to the extent consistent with any City policy, procedure, resolution or by-law; or as the City may require for the exercise or enforcement of its rights under this Agreement, or following the termination of this Agreement (provided that the City shall take all reasonable steps to limit such disclosure and any subsequent disclosure of such Confidential Information).

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The burden of proving that any of the foregoing exclusions apply to a disclosure of Confidential Information is on the Receiving Party. 5. Public Announcements. Unless otherwise required by any Applicable Laws (but only to that extent), the Company will not make or permit to be made any public announcement or disclosure whether for publication in the press, radio, television or any other medium of the Citys Confidential Information or any matters relating thereto. 6. MFIPPA. The Company acknowledges that information provided to the City is subject to disclosure under the Municipal Freedom of Information and Protection of Privacy Act (Ontario) and that any confidential, proprietary, commercial, scientific or similar information, the disclosure of which would reasonably cause the Company injury, should be identified as such when provided to the City. In respect of such information, the Company shall also provide the City with the rationale setting forth reasons why such information should not be released under this legislation or successor legislation. 7. Ownership. Any Confidential Information disclosed hereunder shall remain the sole property of the Disclosing Party thereof and must only be used by the Receiving Party for the Proper Use. Any copy of the Disclosing Partys Confidential Information made by the Receiving Party, or any documents derived from the Confidential Information, including but not limited to, any notes, drawings, recordings of demonstrations, or notes of oral disclosures shall become the property of the Disclosing Party immediately upon creation and will be promptly returned or destroyed in accordance with Section 10. 8. Further Agreements. Neither party shall be obliged by this Agreement to enter into any further agreement. Nothing contained herein shall be construed as granting the Receiving Party any right in or licence to use for any other purpose any intellectual property rights, or any invention, discovery or improvement made or acquired, before or after the date of this Agreement relating to the Confidential Information. 9. Term. The Receiving Party's obligation of confidence and limitations upon use of Disclosing Partys Confidential Information received hereunder shall expire five (5) years from the date the discussions relating to the Purpose cease, as shall be evidenced by written notice thereof given by one party to the other, or such prior date as is consented to in writing by the parties. The obligations of this Section 9 shall survive any termination of this Agreement.

10. Return/Destroy. At any time if so requested by the Disclosing Party, the Receiving Party will promptly return or destroy as it may prefer, all of the Confidential Information received hereunder and all copies thereof except one copy which may be retained by the Receiving Partys legal counsel for the purpose of determining continuing obligations hereunder. Within the same timeframe, any internal documents incorporating any part of the Confidential Information shall be destroyed. If so requested by the Disclosing Party, the Receiving Party shall supply a statutory declaration that the requirements of this Section have been complied with. The obligations of this Section 10 shall survive any termination of this Agreement. 11. Representations. Each party represents to the other that it has the full authority and right to enter into this Agreement and to disclose its Confidential Information and that such disclosure will not violate the rights of any third party. In addition each party acknowledges that its Confidential Information provided hereunder in no way constitutes or gives rise to or will be deemed to constitute or give rise to any representation or warranty as to the accuracy or completeness thereof or as to the nonoccurrence of any changes in circumstances surrounding the subject matter of this Agreement since the dates as of which the Confidential Information is provided. 12. Injunctive Relief. Each Receiving Party hereby acknowledges that unauthorised disclosure or use of the Disclosing Partys Confidential Information could cause irreparable harm and significant injury to the Disclosing Party which may be unascertainable. Accordingly each Receiving Party agrees that the Disclosing Party shall have the right to seek and obtain immediate injunctive relief from any breach of this Agreement in addition to any other rights or remedies it may have. 13. Miscellaneous a. No Waiver. The failure to exercise or delay in exercising a right or remedy under this Agreement shall not constitute a waiver of that right or remedy or a waiver of any other rights or remedies. Assignment. None of the rights or obligations contained in this Agreement may be assigned or transferred without the prior written consent of the other party. Entire Agreement. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof and supersedes all previous agreements between them relating to the subject matter of the Agreement. Successors and Assigns. Subject to the foregoing, this Agreement shall be binding upon the Parties, their respective successors and permitted assigns. Amendment. None of the terms of this Agreement shall be amended or modified except in writing signed by both parties. Reliance. Each party acknowledges that, in entering into this Agreement, it has not relied on any representation, warranty, collateral contract or other assurance, except those set out in this Agreement and waives all rights and remedies which, but for this clause, might otherwise be available to it in respect of any such representation, warranty, collateral contract or other assurance, provided that nothing in this Section 13.f shall limit or exclude any liability for fraud. Law. This Agreement shall be construed and enforced in accordance with the laws of the Province of Ontario and the laws of Canada.

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Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first written above. CITY OF OTTAWA ____________________________________

Per: ______________________________ Name: Title: Per: ______________________________ Name: Title: I/We have authority to bind the City.

Per: ______________________________ Name: Title: Per: ______________________________ Name: Title: I/We have authority to bind the Company.