1 2 3 TORONTO COMPUTER LEASING INQUIRY 4 5 6 7 ******************** 8 9 10 BEFORE: THE HONOURABLE MADAM JUSTICE DENISE BELLAMY, 11 COMMISSIONER 12 13 14 15 16 Held at: East York Civic Centre 17 850 Coxwell Avenue 18 Toronto, Ontario 19 M4C 5R1 20 21 ******************** 22 23 24 January 13th, 2003 25

2
  1                        APPEARANCES
  2  Ronald Manes            )Commission Counsel 
  3  Patrick Moore (np)      )
  4  Daina Groskaufmanis (np)) 
  5  Linda Rothstein (np)    )City of Toronto 
  6  Lily Harmer             )
  7  Robert Centa   (np)     )
  8  Gordon Capern           )
  9  David Moore             )MFP 
 10  Fraser Berrill (np)     ) 
 11  Ken Jones (np) ) 
 12  Brian Heller   (np)     )Ball Hsu and Associates Ltd.
 13  Melissa Kronick (np)    )CUPE 
 14  Raj Anand (np)          )Lana Viinamae
 15  Bay Ryley               )
 16  William Anderson        )Wanda Liczyk
 17  Valerie Dyer   (np)     )Dell Computers
 18  Jennifer Lynch (np)     )
 19  Edward Greenspan (np)   )Jeff Lyons
 20  Todd White (np)         )
 21  Hugh MacKenzie          )Jim Andrew
 22  Paul Cavalluzzo         )Dash Domi
 23  Benjamin Barnes         )
 24  Fred Chenoweth          )Irene Payne
 25  Joyce Ihamaki           )Registrar

1 TABLE OF CONTENTS 2 Page 3 IRENE PAYNE, Resumed 4 Cross-Examination by Mr. Paul Cavalluzzo 8 5 Cross-Examination by Mr. Hugh MacKenzie 32 6 Cross-Examination by Mr. Gordon Capern 95 7 8 Certificate of Transcript 177 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25

1 --- Upon commencing at 10:00 a.m. 2 3 THE REGISTRAR: The inquiry is now in 4 session. Please be seated. 5 MADAM COMMISSIONER: Good morning, Mr. Manes. 6 MR. RONALD MANES: Good morning, Commissioner. 7 MADAM COMMISSIONER: Have we heard from 8 Counsel for Mr. Lyons or Counsel for Mr. Domi? 9 MR. RONALD MANES: Counsel for Mr. Domi is 10 here, Mr. Cavalluzzo. 11 MADAM COMMISSIONER: Good morning, Mr. 12 Cavalluzzo. 13 MR. PAUL CAVALLUZZO: Good morning. 14 MR. RONALD MANES: And I'm advised that 15 Counsel has agreed that Mr. Cavalluzzo can conduct his 16 examination first. 17 MADAM COMMISSIONER: Okay. 18 MR. RONALD MANES: I have not heard back from 19 Mr. Greenspan's office. So, I assume that he is not going to 20 examine and I have not heard from Mr. Roebuck's office, that 21 he wishes to examine. 22 MADAM COMMISSIONER: For Mr...? 23 MR. RONALD MANES: Jakobek. 24 MADAM COMMISSIONER: Mr. Chenoweth, what's 25 your schedule like today?

1 MR. FRED CHENOWETH: Yes, Madam Commissioner, 2 I have some difficulties with a funeral I'm required to 3 attend at today. The funeral is at 1:00 o'clock, it's 4 probably about twenty (20) minutes driving time, something of 5 that nature, twenty-five (25) minutes. 6 I was going to ask for indulgence in this way, 7 Madam Commissioner, that if the Commission would consider 8 having a lunch hour from 12:30 to 2:30, I might leave the 9 premises at approximately 12:15, and hopefully be back by 10 3:00 o'clock, which would mean I would miss about forty-five 11 (45) minutes worth of testimony. 12 I've spoken to Mr. Moore, who is prepared to 13 keep me advised as to what has taken place in the period of 14 time I'm absent. That would -- so a break between 12:30 and 15 2:30 would reduce the amount of testimony I would -- I would 16 miss. 17 I might also mentioned that Ms. Payne has a 18 meeting at 4:30 today, regrettably, that she feels is 19 significant to her affairs, and I would be inquiring as to 20 whether it may be possible to consider breaking at 4:00 21 o'clock today. 22 MADAM COMMISSIONER: At 4:00 o'clock? 23 THE WITNESS: Yes. 24 MADAM COMMISSIONER: Okay, we'll see if we can 25 work that out. I'll do my best to accommodate you.

1 THE WITNESS: Okay. 2 MADAM COMMISSIONER: And now, Mr. Chenoweth, I 3 just want to make sure it's all right with Ms. Payne, if 4 you're not here, and Mr. Moore is looking after her interests 5 on her behalf. 6 MR. FRED CHENOWETH: Yes, I've clearly, 7 obviously inquired of Ms. Payne about the arrangements I've 8 suggested to the Court. And Ms. Payne, I think is able to 9 confirm that she's content with the arrangements I'm 10 suggesting. 11 MADAM COMMISSIONER: All right. Thank you. 12 Okay, let me just set something up here and 13 I'll be with you in two (2) seconds. 14 15 (BRIEF PAUSE) 16 17 MADAM COMMISSIONER: Mr. Cavalluzzo...? 18 And Mr. Cavalluzzo is Mr. Domi's lawyer, Ms. 19 Payne. 20 THE WITNESS: Thank you. 21 MR. PAUL CAVALLUZZO: Thank you. 22 MR. DAVID MOORE: And Commissioner, if I can 23 just say at the outset, there's a housekeeping matter on 24 Friday, that a question arose about the diaries and -- 25 MADAM COMMISSIONER: Yes --

1 MR. DAVID MOORE: -- that I would have the 2 originals here. I have the originals here and if any Counsel 3 wishes to view them, I think there was one (1) example where 4 one (1) of the names had been cut off part way through the 5 copy. 6 So, I have them here at the break, or over 7 lunch or whatever, if any Counsel wants to review them, 8 they're available. 9 MADAM COMMISSIONER: Thank you very much, Mr. 10 Moore. 11 MR. DAVID MOORE: Thank you. 12 MADAM COMMISSIONER: Mr. Cavalluzzo...? 13 MR. PAUL CAVALLUZZO: Madam Commissioner, I'd 14 like to thank Counsel for accommodating me this morning. 15 I'm in the Court of Appeal on Wednesday -- 16 excuse me, Tuesday and Wednesday, I'm wondering if I could 17 leave at the completion of my examination? 18 MADAM COMMISSIONER: Oh, perfectly fine. 19 No problem. 20 MR. PAUL CAVALLUZZO: Thank you. 21 MADAM COMMISSIONER: I don't force anyone to 22 stay any longer than they need to. 23 MR. PAUL CAVALLUZZO: I'd love to stay with 24 you, but I do have to go. 25

1 CROSS-EXAMINATION BY MR. PAUL CAVALLUZZO: 2 Q: Ms. Payne, could you put in front of you 3 please, Volume 2 of your documents, it may facilitate the 4 examination if you had some documents before you. 5 And in respect of Volume 2, if you would refer 6 to exhibit -- or excuse me, Tab 36, which is the corporate 7 manual, code of conduct. 8 A: Yes. 9 Q: And in respect of that document, you 10 testified previously last week, that somebody in Human 11 Resources would have taken Mr. Domi through these documents, 12 of the corporate manual? 13 A: That was what was supposed to happen. 14 Whether it did happen, I'm not sure. 15 Q: So, you cannot testify that it did happen? 16 A: No, but that was the process that we were 17 all to follow. 18 Q: Right. And was it somebody in Human 19 Resources that was to take Mr. Domi through these documents? 20 A: Yes. 21 Q: Okay. Now, I'd like to ask some questions 22 concerning the company's expense policy, and in particular, 23 if you would refer to Tab 39? 24 And this is entitled the expense report. And 25 I'd like to refer to the second paragraph from the bottom,

1 which states that: 2 "All expense claims must be approved by the 3 Senior Vice President or most senior 4 manager of the unit, or the Vice President, 5 if delegated by the Senior Vice President." 6 And in your testimony in the prior week, you 7 stated that, is it Mr. John Rollock, is he the sales manager? 8 A: Yes. 9 Q: That he would initially approve any claim 10 submitted by Mr. Domi? 11 A: Yes. 12 Q: Okay. And could you tell us, how many 13 years was Mr. Rollock with the Company? 14 A: John Rollock joined right around the same 15 time as Dash. He was -- I'm not sure whether it was just 16 before, or just after. 17 Q: Okay. And did Mr. Rollock have years of 18 experience in the sales industry? 19 A: No. 20 Q: Okay. And you said that after he approved 21 it, it went to your Executive Assistant, Ms. Vivaldi (sic)? 22 A: Yes. 23 Q: And what was her position? 24 A: Executive assistant. 25 Q: Okay and in her role as your executive

1 assistant, would she be approving or reviewing the expense 2 claims of all of the twenty-nine (29) sales reps under your 3 jurisdiction? 4 A: Yes. 5 Q: And you said that -- in your testimony, 6 that if there was anything out of the ordinary -- I forget 7 your wording. If there was anything out of the ordinary or 8 unusual that she would draw that to your attention? 9 A: Yes. 10 Q: And do you know how long Ms. Vivaldi 11 (sic) did that particular job? 12 A: She started in '98 and was there until 13 after I left. 14 Q: Okay and you also said in your testimony 15 that she was a -- as you referred to her, a detail person? 16 A: Yes. 17 Q: And you also testified at -- at no time 18 did she draw to your attention any of Mr. Domi's expense 19 claims that she viewed to be extraordinary or unusual? 20 A: That's right. 21 Q: Is that correct? And finally in respect 22 of you, you have been with -- you were with the company for 23 ten (10) years? 24 A: Yes. 25 Q: And prior to that time, how much

1 experience had you had in the sales industry? 2 A: Probably an additional ten (10). 3 MADAM COMMISSIONER: Just with respect to the 4 line of questioning, Ms. Payne. I just want to make sure 5 we're at -- we're certain about one (1) thing. Mr. 6 Cavalluzzo asked you that in her role as her -- your 7 executive assistant, Ms. Vivaldi (sic) would be approving or 8 reviewing? 9 THE WITNESS: Sorry, reviewing. 10 MADAM COMMISSIONER: Just reviewing. All 11 right. 12 13 CONTINUED BY MR. PAUL CAVALLUZZO: 14 Q: Now, at any time before you left the 15 company, which I understand was December 15 of 1999, did you 16 admonish or criticize Dash Domi for his expense practices or 17 the submissions of his expense claims? 18 A: No. 19 Q: To your knowledge, did anybody in the 20 company ever criticize Dash for his expense claims or the 21 manner in which he did it? 22 A: No. 23 Q: You testified that you had no concerns 24 about Mr. Domi's integrity? 25 A: No.

1 MADAM COMMISSIONER: You mean -- 2 MR. PAUL CAVALLUZZO: What does that mean -- 3 MADAM COMMISSIONER: -- no, you had no 4 concerns or -- 5 MR. PAUL CAVALLUZZO: You mean you had 6 concerns or you didn't have concerns? 7 THE WITNESS: I -- I didn't have concerns 8 when I was there about any of his working. 9 10 CONTINUED BY MR. PAUL CAVALLUZZO: 11 Q: Did -- did you have any concerns about 12 the way Mr. Domi performed his job? 13 A: No. 14 Q: Did you think that Mr. Domi was doing a 15 good job? 16 A: Yes. 17 Q: Now I'd like to ask you some questions, 18 Ms. Payne, concerning hockey. This is Canada so we -- we 19 can't have a hearing without asking about hockey and if you 20 refer to Tab 45 of Volume 2. 21 This is the expense summary of Mr. Domi's 22 expense claims. 23 A: Yes. 24 Q: And I'm not going to take you through 25 each and every one (1) of them, but if you were to review

1 them from the time he started with the company and I note 2 that the very first claim is 01/27/1998. I assume, Counsel, 3 that that is incorrect? Commission Counsel? 4 MADAM COMMISSIONER: Yes, I think this was 5 agreed before. It should 12/27/99 6 MR. RONALD MANES: Yes. 7 MADAM COMMISSIONER: -- not -- 8 MR. PAUL CAVALLUZZO: Thank you. 9 10 CONTINUED BY MR. PAUL CAVALLUZZO: 11 Q: Now, rather than taking you through each 12 and every one (1) of these items, I had reviewed them and -- 13 MADAM COMMISSIONER: '98 I should say. 14 Sorry. 15 MR. RONALD MANES: '98. 16 MADAM COMMISSIONER: December 12, '98 not -- 17 not January 27, '98. 18 MR. PAUL CAVALLUZZO: Okay. Thank you. 19 MADAM COMMISSIONER: Sorry. 20 21 CONTINUED BY MR. PAUL CAVALLUZZO: 22 Q: Now, up until July of 1999 which was the 23 month in which I think the City approved the MFP contract or 24 -- or not contract but bid. I've reviewed the expense claims 25 and about one quarter (1/4) to one third (1/3) of these

1 expense claims relate to hockey. 2 It -- for example, the second claim itself 3 refers to Maple Leaf Gardens, the Hot Stove lounge and if you 4 go second from the bottom. Maple Leaf Gardens, Hot Stove 5 lounge. If you go to the second page, Number 14. The Air 6 Canada Centre. I guess the Leafs had moved to the Air Canada 7 Centre by then. Number 18, Air Canada, ACC Air Canada Club. 8 And if you go through, you'll see that there 9 are numerous -- I think there are something like seventeen 10 (17) or eighteen (18) expense claims related to hockey. 11 Now, I'm asking with all of your experience as 12 a sales person, would you agree with me that a Toronto Maple 13 Leaf ticket is a valuable tool of promotion for clients? 14 A: Yes. 15 Q: Would indeed probably every lawyer in this 16 room here has hockey tickets that they use for their clients. 17 There's nothing unusual about that in the industry, is there, 18 particularly in sales. 19 A: No. 20 Q: And you would agree with me that we could 21 go so far as to call it a standard -- or an industry practice 22 or custom to take clients to sporting events, such as the 23 Leafs, Blue Jays or Raptors? 24 A: Yes. 25 Q: You wouldn't take them to the Argos

1 because -- I won't go any further. 2 Now, would you agree with me, that clearly 3 your competitors on this particular bid, I'm talking about 4 the technology bid at the City, your competitors were likely 5 taking people to the hockey games? 6 A: Yes. 7 Q: Would you also agree with me, that based 8 on your experience, it's very likely that your competitors 9 were taking bureaucrats and politicians out for lunches and 10 dinners? 11 A: Yes. 12 Q: You'd agree with me that that, as well, is 13 a standard industry practice or custom, in the sales 14 industry? 15 A: It's industry standard, but it's also 16 recognized globally in any industry that you're in, 17 entertainment is part of your job. 18 Q: Okay. And just stopping there. I thought 19 you described it well, and that is, what you're trying to do, 20 you stated, you can either confirm or deny this, but what 21 you're trying to do, is you're trying to connect with your 22 client or your customer to develop a personal relationship, 23 so that you can understand what their needs are? 24 A: Yes. 25 Q: And that obviously helps you in your job

1 as a sales person? 2 A: Yes. 3 Q: Now, moving on with -- with hockey. I 4 understand that it wasn't just taking people to hockey games 5 or dinners, but the company had what is called a box, at the 6 Air Canada Centre? 7 A: Yes. 8 Q: And these corporate boxes, there are -- I 9 think there are a couple of hundred of them at the Air Canada 10 Centre, and do you know how much one (1) of those would cost 11 a night? 12 A: I'm not sure of the cost. 13 Q: Thousands of dollars? 14 A: I would think it would be at least a 15 thousand to rent it for the evening. 16 Q: Right. And I understand that you had a 17 contract, or the company had a contract whereby MFP had six 18 (6) Leaf games and six (6) Raptor games? 19 A: Yes. 20 Q: And on top of viewing the hockey game, I 21 understand that what goes on in these boxes, I'm sort of 22 looking from the peanut gallery, I understand what goes on 23 with these boxes, is that food is served? 24 A: Yes. 25 Q: Drinks are served?

1 A: Yes. 2 Q: And generally, it's like watching a hockey 3 game in your living room, is it not? 4 A: That's right. 5 Q: You're with friends, business contacts, 6 prospective clients and so on? 7 A: Yes. 8 Q: In terms of the way MFP used these boxes, 9 it wasn't just City of Toronto people that were in these 10 boxes, isn't that correct? 11 A: That's right. 12 Q: You would have other prospective clients? 13 A: Yes. 14 Q: You would have private sector clients? 15 A: Yes. 16 Q: Provincial government clients and so on? 17 A: Right. 18 Q: And it wasn't just Dash Domi that was 19 using these boxes? 20 A: No. 21 Q: Is it fair to say, that in terms of these 22 boxes, that people might drop by during the evening, wouldn't 23 be there for the whole event, but would drop by for a drink 24 and then move on to another box? Is that correct? 25 A: Yes.

1 Q: Now, are you aware of whether any of your 2 competitors used corporate boxes at the Air Canada Centre? 3 A: I'm sure most of the major competitors 4 have boxes. 5 Q: Okay. And do they use those boxes for the 6 love of the game, or to promote their business? 7 A: Promote their business. 8 Q: Now, I'd like to move onto what I refer to 9 as the -- as the hockey flight, the Montreal flight on April 10 17th of 1999, which was for a sum of costs fifty six hundred 11 and sixty two dollars ($5662). 12 And the Philadelphia flight on May 2nd, 1999 13 for sixty-four hundred and twenty dollars ($6420). 14 I understand that you approved these flights 15 beforehand? 16 A: Yes. 17 Q: And Dash Domi came to you and asked if it 18 would be a good idea to do this? 19 A: Yes. 20 Q: And do you know where Dash got the idea 21 to do this? 22 A: I'm not sure. He just came to me and 23 said, you know, this is what I'd like to do and we had done 24 some -- some other ones before. The only difference, really, 25 is I think this should have gone into a marketing expense --

1 expense, as opposed to an individual expense. 2 Q: Right. 3 A: The actual cost of the -- the flight 4 should have gone through marketing. 5 Q: Right. It would be like -- it would be 6 like the hockey box which would go through marketing, 7 presumably it wouldn't be an individual expense with Mr. 8 Domi? 9 A: That -- that should have been the 10 process. 11 Q: Okay and you said that you had done -- so 12 the company had done this once before. What did -- what did 13 you mean by that? 14 A: We had done it -- we had done a 15 provincial flight for some cus -- for a customer in the US. 16 I can't remember the details. This was prior to me actually 17 being the role of senior vice president of sales and 18 marketing. 19 Q: Okay and are you aware whether any of 20 your competitors do this kind of thing? Taking people to the 21 hockey games, to the Masters in Augusta, to other -- other 22 events like that? 23 A: Yes. 24 Q: Once again, it's industry practice -- 25 common in the industry or the trade?

1 A: Yes. 2 Q: Now, in respect of expensing or -- or 3 taking clients out for entertainment, do you recall telling 4 Mr. Domi that a sales person who didn't expense by taking out 5 clients wasn't doing his or her job? 6 A: No. 7 Q: Something like that? 8 A: No, I don't remember saying that. 9 Q: Do you -- do you recall -- well, you 10 wouldn't have to recall this but when you -- when you 11 entertain clients, you're certainly usually doing it on your 12 own time. That is after -- after hours? 13 A: Yes. 14 Q: So that someone that is entertaining a 15 lot is working a lot of time outside their nine (9) to five 16 (5) regular work day? 17 A: That's right. 18 Q: Now, in -- in terms of -- of Mr. Domi's 19 individual practices -- just before we get to his individual 20 practices concerning expense claims, would you say that Mr. 21 Domi was a detail person? 22 A: No. 23 Q: And you testified that quite frequently 24 he would submit his claims two (2) or three (3) months after 25 the event?

21
  1                 A:   Yes.
  2                 Q:   Now, is it -- is it fair to say that
  3  whenever Dash took -- went to lunch or dinner with other MFP
  4  people, including yourself, that he would pick up the tab?
  5                 A:   Possibly.  You know, I don't re -- I
  6  can't say --
  7                 Q:   Well --
  8                 A:   -- that he did that all the time.
  9                 Q:   Well, let me -- let me show you some
 10  examples.  I wonder -- has the City filed their exhibit book? 
 11  Okay.  Could you look at the, Ms. Payne, the City's exhibit
 12  book?  It's entitled --
 13                 MADAM COMMISSIONER:   It's the -- it looks
 14  like --
 15                 MR. PAUL CAVALLUZZO:   -- Documents of the
 16  City.
 17                 THE WITNESS:   Oh.
 18                 MADAM COMMISSIONER:   That's Volume 4.  
 19  
 20                       (BRIEF PAUSE)
 21  
 22                 MR. PAUL CAVALLUZZO:   Do you have that in
 23  front of you?
 24                 THE WITNESS:   Yes, I do.
 25                 MR. PAUL CAVALLUZZO:   Okay, thank you.

1 CONTINUED BY MR. PAUL CAVALLUZZO: 2 Q: If you refer to Tab 17, which I 3 understand, Madam Commissioner, you want us to read the -- 4 the document number? 5 MADAM COMMISSIONER: Yes, please. 6 MR. PAUL CAVALLUZZO: That's COT0-25621. 7 MADAM COMMISSIONER: And if it will help you, 8 Mr. Cavalluzzo, for future you don't have to read the first 9 three (3) COT numbers. 10 MR. PAUL CAVALLUZZO: Thank you. 11 MADAM COMMISSIONER: That'll sa -- save you a 12 lot of time, eventually. 13 MR. PAUL CAVALLUZZO: Okay. 14 MADAM COMMISSIONER: All right. 15 16 CONTINUED BY MR. PAUL CAVALLUZZO: 17 Q: Now, this is a -- looks like a -- an 18 expense slip from Il Posto Nuovo and I read at the top there 19 City of Toronto, Irene Payne. The date of it is May 6, 1999, 20 signed by Dash Domi for fifty-two dollars ($52) and some 21 change and -- and that was submitted by -- by Mr. Domi. All 22 right? 23 A: Yes. 24 Q: And -- and I guess the reference to City 25 of Toronto, that meant what you were talking about at the

1 lunch, is that correct? 2 A: That could be the case. 3 Q: Okay. As well, if you refer to Tab 20 4 which is document 025619, which is also Il Posto Nuovo. This 5 is May 12th for one hundred and forty-nine dollars ($149) and 6 it appears to be City of Toronto. It looks like Vince Nigro, 7 Dave, I don't know who Dave is. Rob -- and if you look at 8 this, if you look at your calendar, which you don't have to, 9 but for that -- for that day, your calendar says that you 10 were meeting Vince at 6:00 o'clock at Il Posto, I believe it 11 said. 12 So, it's quite possible, that you attended at 13 this dinner, as well? 14 A: It's possible. 15 Q: And once again, Dash picked up the tab. 16 Now, just one (1) other matter. If you go to Tab 32, which 17 is document -- 18 MADAM COMMISSIONER: Just sorry -- with 19 respect to that, when you say Dash picked up the tab, this is 20 for a hundred and forty-nine dollars and fifteen cents 21 ($149.15). 22 Do you remember being there with drinks or 23 dinner, or do you remember? 24 THE WITNESS: Sorry, what was the date again? 25 MADAM COMMISSIONER: It was May the --

1 MR. PAUL CAVALLUZZO: 12th -- 2 MADAM COMMISSIONER: -- 12th, 1999. 3 THE WITNESS: I don't remember. 4 MADAM COMMISSIONER: Okay. 5 MR. PAUL CAVALLUZZO: If it was a meal, it 6 looks like they got a -- 7 MADAM COMMISSIONER: They got a bargain. 8 MR. PAUL CAVALLUZZO: -- quite a bargain at Il 9 Posto. 10 11 CONTINUED BY MR. PAUL CAVALLUZZO: 12 Q: Finally, Ms. Payne, if you refer to Tab 13 32, it's another Il Posto. 14 A: Yes. 15 Q: And this is on June 8th. And it says City 16 of Toronto, are you aware as to whether you attended at this 17 particular dinner? 18 A: June 8th, no, I don't think I would have 19 been there. It's my son's birthday. 20 Q: Okay. Now, just some final questions 21 concerning the expense policy and Dash Domi's expense 22 practices. 23 Was -- for your experiences, was Dash Domi's 24 expense account at MFP out of the ordinary, unusual? 25 A: When I saw all the entries added up, it

25
  1  seemed high.  However, when I look at the box, the box at the
  2  Sky Dome or wherever it was, he would pick up the tab, but
  3  there would be private sector accounts there, there would be
  4  other public sector accounts there.
  5                 I think the reason why he picked up the tab,
  6  is because he was the person who was coordinating who went to
  7  the box.
  8                 Q:  Right.
  9                 A:  So, I would say, it's over-rated from the
 10  point of view, of exactly how much he spent, by -- I'm just
 11  giving you a number, about a third total.
 12                 Q:  Right.  And as well, for example, his --
 13  his individual claim should not have -- should not have had
 14  the plane for example, one (1) of the planes to one (1) of
 15  the playoff games, should not have been part of his?
 16                 A:  It should have come out of the marketing
 17  budget.
 18                 Q:  Right.  So, if it is exaggerated by a
 19  third, was his expense account out of the ordinary at MFP?
 20                 A:  There were different styles among
 21  salesman.
 22                 Q:  Right.
 23                 A:  For instance, my own expenses, were the
 24  lowest in the company.  The reason for that is, I -- you
 25  know, I had a life after work and I -- you know, I minimize

1 how many times I had to entertain clients at the end of the 2 day. 3 Q: Right. 4 A: However, there were people in the same 5 ball park, it varied. You could go -- there was sort of the 6 low end, mid-range and more of the higher end. He'd be mid - 7 - sorry mid to high. 8 Q: Okay. 9 A: The approximate was about three thousand 10 (3000) a month -- 11 Q: Okay -- 12 A: -- four thousand (4000) a month. And I 13 don't have the details to back it up, but MFP does. 14 Q: Right. And that would be industry 15 practice and custom again, as well? 16 A: Yes. 17 MR. PAUL CAVALLUZZO: And just a question of 18 Commission Counsel, is there evidence or will there be 19 evidence as to what MFP's competitors were doing in respect 20 of entertainment expenses? 21 MR. RONALD MANES: We hadn't anticipated that, 22 Mr. Cavalluzzo, that there would be any such evidence. 23 MR. PAUL CAVALLUZZO: Well, I'll make 24 submissions later on concerning whether there should but I 25 can speak to you about that.

1 MR. RONALD MANES: I'd be pleased to hear from 2 you if you have any recommendations -- 3 MR. PAUL CAVALLUZZO: Okay. 4 MR. RONALD MANES: -- through that. 5 MR. PAUL CAVALLUZZO: Thank you. 6 MADAM COMMISSIONER: Mr. Cavalluzzo, if it 7 would assist you, there are going to be witnesses from MFP's 8 competitors here, who will be testifying so presumably they 9 would be able to give you some information as to what their 10 practice is. It might -- I don't know if it's still the 11 industry practice, but they'd be able to give you some 12 information about their own practices, I would think. 13 MR. PAUL CAVALLUZZO: Thank you. 14 MR. DAVID MOORE: An -- and can I say, I -- I 15 mean, that's a topic I intend to discuss with Mr. Manes, as 16 well. We've had some very preliminary discussion about that. 17 My expectation is the specific witnesses who may be coming -- 18 I'm thinking of formal witnesses from -- from -- from Dell 19 Financial. I'm not sure that their materials will 20 necessarily include much in the way of their expense records 21 and accounts but -- but -- 22 MADAM COMMISSIONER: Hmm hmm. 23 MR. DAVID MOORE: -- that may be the subject 24 and probably will be the subject of further discussion and, 25 if necessary, submission.

1 Other than that, I'm not aware of there being 2 any documents having been disclosed in that -- in that regard 3 in the database that's been circulated. 4 MADAM COMMISSIONER: Okay. I hear what 5 you're saying. 6 7 CONTINUED BY MR. PAUL CAVALLUZZO: 8 Q: Just a few other questions, Ms. Payne. 9 My time is -- is running out. The silent period that -- that 10 we've heard a great deal about. 11 MADAM COMMISSIONER: The what period, sorry? 12 MR. PAUL CAVALLUZZO: The silent period. 13 MADAM COMMISSIONER: Oh, yes. Hmm hmm. 14 MR. PAUL CAVALLUZZO: Okay. 15 16 CONTINUED BY MR. PAUL CAVALLUZZO: 17 Q: And -- and maybe this isn't a question of 18 the witness but in -- in other areas of the law where there 19 is a silent period, such as in elections, legislation, the 20 Labor Relations Act and so on, when there is a silent period, 21 it's expressly dealt with and -- and -- and maybe the 22 question would be, your understanding of the silent period is 23 just that. Isn't that correct? It's an understanding. 24 You're -- you're not aware that it's written anywhere? 25 A: That's right.

1 Q: And your understanding was built up, as 2 understandings normally are, through your experience in the 3 trade? 4 A: Well, I think if you -- I don't think 5 it's written anywhere but I do think if you were to meet with 6 these individuals, it would -- it would potentially harm you 7 rather than help you. 8 Q: All right. Just what is -- what is that? 9 From a common sense -- 10 A: Yes. 11 Q: -- perspective? So it's not necessarily 12 a rule, but it's -- it's an understanding that -- you know, 13 be wary. 14 A: Yes and if you're confident in your bid, 15 it's not necessary. 16 Q: All right. Okay. 17 MADAM COMMISSIONER: If you're what? Sorry. 18 THE WITNESS: If you're confident in your bid 19 -- 20 MADAM COMMISSIONER: All right. 21 THE WITNESS: -- it's not necessary. 22 23 CONTINUED BY MR. PAUL CAVALLUZZO: 24 Q: Now, just some final questions. Once 25 again in your Volume 2. Your Volume book 2, Ms. Payne.

1 (BRIEF PAUSE) 2 3 Q: You were asked about the -- I'm trying to 4 find it now, fleet contract wherein it -- it stated that Mr. 5 Domi was -- had a s -- and I -- I'm -- maybe one (1) of the 6 other Counsel can find it for me, but it stated that Mr. Domi 7 had a -- a strong relationship with the -- in fact, it's Tab 8 34 of Volume 2 and it's Document 027616. It's the second 9 page in. 10 A: Tab 34? 11 Q: Yes. 12 A: Yeah. 13 Q: Tab 34, second page. 14 A: Yes. 15 Q: And it's a forecast. It says sales 16 executive Dash Domi, client City of Toronto and then it goes 17 on. It says: 18 "Dash Domi has developed a strong 19 relationship with the IT and Finance senior 20 management and with the key political 21 decision-makers in the Megacity." 22 Now, just that statement there, would you say 23 that -- and this is dated, I believe, October 15 of 1999. 24 Would you say that that statement represents that Dash Domi 25 was doing a good job?

1 A: Yes. 2 Q: And the final question relates to Tab 32. 3 4 (BRIEF PAUSE) 5 6 Q: I believe it's Tab 32. Yes, it's Tab 32, 7 the second page in. It's a letter dated June 11th and it's 8 Document 006485. 9 A: Yes. 10 Q: And you were asked a number of questions, 11 this is a -- a letter enclosing the bid from MFP and it's a 12 Dear Wanda letter from Dash Domi and you were asked questions 13 about the title regional sales manager? 14 A: Yes. 15 Q: Do you know who prepared this letter? 16 A: I think it would be either Rob Wilkinson 17 or Sandy Pessione. Sandy Pessione was a support person, 18 sales support person -- 19 Q: Right. 20 A: -- so either one (1) could have put that - 21 - or Dash, one (1) of the three (3). 22 Q: One (1) of those three (3). And if I told 23 you it wasn't his -- his testimony will be, it wasn't Dash 24 Domi, would that surprise you? 25 A: No.

1 MR. PAUL CAVALLUZZO: Thank you. I have no 2 further questions. 3 MADAM COMMISSIONER: Thank you Mr. Cavalluzzo. 4 MR. PAUL CAVALLUZZO: Thank you. 5 MADAM COMMISSIONER: Mr. MacKenzie, are you 6 next? 7 MR. HUGH MACKENZIE: I am indeed. 8 Thank you. 9 MADAM COMMISSIONER: All right. 10 Mr. MacKenzie is Counsel for Jim Andrew. 11 12 CROSS-EXAMINATION BY MR. HUGH MACKENZIE: 13 Q: Ms. Payne, were you aware that there was a 14 contract with the City of Scarborough -- between the City of 15 Scarborough and MFP, related to IT leasing from about 1990? 16 A: I knew there was something in place at 17 Scarborough, I wasn't sure of the timing on it. 18 Q: Okay. And I understand that the sales 19 representative on that contract with Mr. Robson? 20 A: That sounds right, yes. 21 Q: And that contract was renewed, as I 22 understand, in 1997, is that correct? 23 A: I'm not sure. 24 Q: Do you know that at sometime though, it 25 was renewed?

1 A: No, I'm not sure. 2 Q: Do you know, or could you tell us, when it 3 -- it ended or terminated, that relationship? 4 A: The City of Scarborough -- 5 Q: Yes -- 6 A: -- with MFP? 7 Q: Yes, the City of Scarborough? 8 A: No, I'm sorry. There was -- you have to 9 realize, we're dealing with two thousand (2000) clients, 10 contracts coming to termination. Contracts being renewed. 11 It took a lot of detail. 12 Q: Can you tell us what that particular 13 contract then was for? 14 A: I would think it would be technology. 15 Q: So, when Mr. Balkissoon told us during his 16 testimony that the City of Scarborough had not leased 17 technology equipment with MFP prior to amalgamation, that 18 would be incorrect? 19 A: Yes. 20 Q: Ms. Payne, in his examination for 21 discovery on December 18th, Mr. Wolfraim was asked -- 22 MADAM COMMISSIONER: I'm sorry, in his? 23 MR. HUGH MACKENZIE: In his examination -- oh, 24 excuse me, in his examination on December 18th, sorry, 25 falling back to old ways.

1 2 CONTINUED BY MR. HUGH MACKENZIE: 3 Q: On December 18th, Mr. Wolfraim, was asked 4 by Mr. Manes, Commission Counsel, how the Councillors 5 computer lease contract was tendered or awarded to MFP. 6 Mr. Wolfraim stated he didn't know how that 7 had worked. Have you any information with respect to how 8 that was awarded? 9 A: I'm sorry, can you give me the date again? 10 MADAM COMMISSIONER: The date is actually just 11 December the 18th, when Mr. Wolfraim was talking, it's not 12 the date of the Councillor's lease. 13 THE WITNESS: It's the date of what you 14 believe, is the date of the contract, was that -- did you say 15 1990? 16 17 CONTINUED BY MR. HUGH MACKENZIE: 18 Q: No, I'm talking about the computer leasing 19 contract for the Councillors -- 20 A: Okay -- 21 Q: -- it was the post amalgamation, first bit 22 of business that the City and MFP did? 23 A: I think that was it, yes. I understand 24 now. 25 Q: That's the end of '97 December?

1 A: Right. 2 Q: Okay. And I just want to know, do you 3 recall how that worked? How the letting or giving of that 4 business worked? 5 A: This was the contract that we put in the 6 first, I think there was something like thirty (30) 7 computers. 8 MADAM COMMISSIONER: Yes. 9 THE WITNESS: Yes, I think there was an RFP 10 and we responded to an RFP. 11 12 CONTINUED BY MR. HUGH MACKENZIE: 13 Q: Okay. 14 A: And the equipment was delivered to the 15 different facilities. 16 Q: Could it have been something other than an 17 RFP? Could it have been, for instance, a phone call request 18 to lease, or do you recall? 19 A: I don't recall. 20 Q: Okay. Mr. Ashbourne indicated that -- 21 that Jim Andrew had said to him, quote: 22 "Give me a price." 23 End of quote. To the best of your knowledge, 24 information, or belief, is that accurate or inaccurate? 25 A: Inaccurate.

1 Q: Thank you. Could you please turn to your 2 Volume 2, Tab 33. This is Begdoc 25495. Would you tell us 3 what this document is and its purpose, please? 4 A: Yes, this is a document that would be 5 presented to the Investment Committee to put in a bid. 6 Q: And would it be prepared by Mr. 7 Ashbourne? 8 A: Yes. 9 Q: Prior to its submission, would Mr. 10 Ashbourne have dus -- discussed with you Point 2? 11 A: Th -- 12 Q: Jim -- the point in history is: 13 "Jim Andrew is currently -- or current 14 Director IT for Metro, most likely to take 15 on Megacity director position. Jim is a 16 strong supporter of leasing." 17 Did Mr. Ashbourne discuss that with you or you 18 with him? 19 A: I would think we discussed it before he 20 put it in front of the -- the Investment Committee. 21 Q: Okay. What, if any, recollection do you 22 have of what was discussed? 23 A: This is more like a pilot. It was the 24 first introduction to some of these areas for this technology 25 on a leasing basis, in that, you know, we saw it as a -- and

1 we positioned it more as a pilot for longer term growth. 2 So I would think that we discussed it in that 3 capacity. 4 Q: And it says, 5 "Jim is a strong supporter of leasing." 6 On -- on what -- on what facts or basis was 7 that statement made to you, if you -- if you recall? 8 A: Well, Jim had -- had leased equipment 9 before. He understood the benefits of being able to upgrade, 10 change technology. That's what I would think it would be. 11 Q: And what experience are you referring to 12 that Jim would have with respect to IT leasing? 13 A: In -- in other roles that he had play -- 14 been involved in throughout his career, he had leased some 15 equipment. He had purchased, as well, but that for certain 16 projects it made more sense to lease. 17 Q: And was this from personal experience 18 that you had th -- with Jim? 19 A: Yes. 20 Q: And -- and was Mr. Ashbourne aware of 21 that -- of that prior relationship that you had with Jim? 22 A: Yes. 23 Q: It then goes on to say, 24 "With our effort over the past six (6) 25 weeks, he has convinced their Finance

1 Director to support leasing." 2 On what information is that statement made, to 3 the best of your recollection? 4 A: Part of a sales person's role is to work 5 with multiple people within the account and, as I mentioned 6 last week, you would sell leasing not only to the CIO but to 7 the CFO, d -- managers of the -- of the technology and so on. 8 So what he was -- what -- what Rob had probably done, he had 9 spent some time with the Finance Director, shown him the 10 benefits of lease versus purchase. Is -- 11 Q: Rob Ashbourne? 12 A: -- my understanding. Yes. 13 Q: Rob Ashbourne had done that. Would it be 14 that Rob and Jim Andrew and -- and the Finance Director would 15 have discussed this? 16 A: I'm not sure whether all three (3) got 17 together. I would think that Jim said, you know, that 18 finance makes a decision on this, you should discuss it with 19 them and c -- and show the benefits of lease versus purchase. 20 Q: Now, the next point talks about the 21 strong relationship in place between Irene and Jim from 22 previous ministry positions. How long had you known Jim 23 Andrew? 24 A: I think I first met him in 1989. Even -- 25 actually, even prior to that. It was when I was with Dish

1 (phonetic) Equipment. So it goes back, you know, to 1986, 2 '87. 3 Q: And at that point in time, where was Jim 4 placed? 5 A: Ministry of Natural Resources. 6 Q: And I understand that around 1990, Mr. 7 Andrew moved to the City of Toronto. What, if any, contact 8 did you have with Jim Andrew, at that period of time? 9 A: Well, first of all, it shocks me that he 10 was there from 1990, because I was under the impression he'd 11 only been there for -- since probably '97, this is just 12 today, my thinking. 13 So, he was there from 1990, I would -- I 14 thought he had gone from MNR to another job, then to 15 Megacity. 16 But, my contact with him, was you know, he was 17 at many events that I was at. For instance, there would be a 18 Provincial Government seminar, there would be trade shows, 19 there would be entertainment where most vendors would 20 participate. 21 So, I would run into him at those events, 22 after he left MNR and all the way up to when he was at 23 Megacity. 24 So, the industry is small and you see the same 25 faces, especially in the Toronto market. You see the same

1 people in many events. 2 Q: Now, would you tell us a bit about the 3 nature of your strong relationship, that Mr. Ashbourne is 4 talking about at this -- at this time, being December of 5 1997? 6 Obviously, you had known Jim for in excess of 7 ten (10) years. And we've heard you talk about ethics and 8 integrity and that sort of thing. 9 How would you ... 10 11 (BRIEF PAUSE) 12 13 Q: I've just been informed by My Friend, that 14 Jim was at Metro, and it wasn't the City. So he was at Metro 15 until he joined the City of Toronto at amalgamation. 16 A: That makes sense. 17 Q: And did you know him through that period 18 of time, while he was at Metro? 19 A: Yes. 20 Q: And how was that relationship maintained? 21 A: Well, as I mentioned earlier, we'd meet at 22 trade shows or in different venues. So, we'd keep in touch. 23 And in our industry, you do keep in touch. 24 You know, people move around and you -- as I 25 suggested, there's lots of times where you have the

1 opportunity to meet up with people. 2 So, I would, you know, just see how he was 3 doing and he'd tell me what he was working on, that kind of 4 thing. Nothing major. 5 Q: Would you agree with me that the 6 relationship was friendly and professional? 7 A: Yes. Jim is a hard working individual, 8 incredibly dedicated to his job. And always has been since 9 I've known him. Done the right thing for whoever he worked 10 for. 11 So a professional relationship and if there 12 was areas that we could assist him in in meeting his business 13 objectives, he would either call us or we would call him. 14 Q: In terms of ethics or the way that Jim 15 would represent his employer, what if any comment would you 16 make in that regard? 17 A: High level of integrity. 18 Q: Throughout this period of time, and I'm 19 talking really about the end of 1997, '98 and '99, until 20 December 15th, when you left MFP, did your opinion of Jim at 21 any time vary from that? 22 A: No. 23 Q: Was there any incidents that would make 24 you change, or at least question your opinion on Jim? 25 A: No.

1 Q: If you could turn to the second page of 2 that document at Tab 33, Begdoc 25496, there is the second 3 point, strategy, it talks about: 4 "Asset management and disposition are 5 important issues, which we have already 6 started to address with Jim." 7 Had you addressed those issues with Jim, by 8 that time? 9 A: Me personally? 10 Q: Yes? 11 A: No. 12 Q: Okay. Do you know how many, if any 13 occasions, Mr. Ashbourne, had discussed those issues with 14 Jim? 15 A: Well, asset management and disposition are 16 key to any leasing solution. You have to understand how you 17 can change the technology. In this case, I would assume that 18 Rob would certainly be addressing those issues. 19 For instance, we had asset management tools 20 which would manage the assets on behalf of the client. That 21 would be very important to Jim. 22 We would be able to take the old equipment out 23 and resell it on their behalf, very key for the customer. 24 So, for sure, I would think Rob would have 25 addressed those issues.

1 Q: So, those are not only important for MFP, 2 but as well, they would be important for the customer, in 3 that it would provide them with a complete understanding of 4 the -- of -- of the -- or -- or some significant 5 understanding of the tail-end of the lease relationship; is 6 that fair? 7 A: That's right, it's important to both 8 parties, actually it's probably more important to the client. 9 Q: Okay, so that would be part of the 10 information process that -- that was critical for the client? 11 A: Yes. 12 Q: Now, if you could just turn back to the 13 last page on 25495 for one (1) moment, there is one (1) 14 further point that I'd like to get some clarification on. 15 Under competition the point -- the second sentence talks 16 about: 17 "Jim requesting quotes --" 18 Excuse me: 19 "-- the City Purchasing Department 20 requesting other quotes." 21 And then it says: 22 "Obvious political internal battles have 23 been created." 24 What, if any, information have you, Ms. Payne, 25 with respect to internal battles at the City, with respect to

1 these matters? 2 A: Well, potentially the City had been 3 working with another vendor, maybe there's a contract in 4 place, which they would just want to extend. I'm not sure of 5 the details. 6 Q: But it wasn't something that -- that was 7 brought to your attention that -- that toes had been stepped 8 on or anything like that? 9 A: No. 10 Q: And you're not aware of any aspect of 11 those political battles or in-fighting? 12 A: No. 13 Q: Would you please turn to Tab 36, this is 14 the Code of Conduct. Now, this particular document, Ms. 15 Payne, is dated February 18th, 2000. Was the corporate 16 manual provided to employees or was it just something that 17 was reviewed then with personnel? 18 MADAM COMMISSIONER: Was it -- I'm sorry, I 19 didn't hear the last word, was it reviewed with -- 20 MR. HUGH MACKENZIE: Was it something that 21 was reviewed with personnel, but the employee would not get a 22 copy of it? 23 THE WITNESS: I think it was on-line, I think 24 it was on the system. But the -- the key thing here was that 25 it was -- you know, most of the people would have gone

1 through HR at the beginning when they joined the company and 2 reviewed the -- the key components of -- of this manual. And 3 it was constantly being updated. So, whether they had read 4 the current version, I'm not sure. 5 6 CONTINUED BY MR. HUGH MACKENZIE: 7 Q: So this particular page is dated February 8 18th, 2000. But would it be fair to say that there was a 9 similar Code of Conduct, page 1.2, with contents similar to 10 this? 11 A: Yes. 12 13 (BRIEF PAUSE) 14 15 Q: In your experience, were there generally 16 Codes of Conduct similar to this in -- in various levels of 17 Government, Government Departments? 18 A: I would assume so. 19 Q: Were you aware of such -- 20 A: No. 21 Q: -- such Codes of Conduct? 22 A: No. 23 Q: Had any Provincial Government made you 24 aware at any time, that there were Provincial Department 25 Codes of Conduct?

1 A: No. 2 Q: Had any of the -- the pre-amalgamation 3 cities, made you aware of their own Codes of Conduct 4 previously? 5 A: No. I just assume they had some -- some 6 kind of document regarding conduct -- 7 Q: But no -- 8 A: -- but, no, we never actually reviewed 9 them. 10 Q: Okay. And it wasn't brought to your 11 attention what the contents of those were on any occasion? 12 A: No. 13 14 (BRIEF PAUSE) 15 16 Q: And during your tenure at -- at MFP and 17 while working with Jim Andrew at the City, the City of 18 Toronto, what if any discussions did you have with him, 19 working with you, regarding conduct or terms of conduct? 20 A: There was never any discussion. 21 Q: No. Okay. Were you made aware of Jim's 22 concerns with respect to this blackout period? 23 A: No. 24 Q: No. The third point under Unacceptable 25 Behaviour is falsifying records. Now, what constitutes

1 falsifying records, is there an actual definition at MFP? 2 A: I'm not sure. I would think that would 3 be records of any -- any -- whether it's a proposal or an 4 internal document, I'm not sure what the backup is for that. 5 Q: Would it include falsifying expense 6 records? 7 A: I would think so. 8 Q: And -- and would the -- the inaccurate 9 completion of expense records constitute falsifying records 10 or reports, in your opinion? 11 12 (BRIEF PAUSE) 13 14 A: In my opinion it would be -- you're not 15 stating the facts, if you want to -- if you want to state the 16 facts, that would be falsifying a record. I'm not sure about 17 incomplete. 18 Q: Or inaccurate -- 19 A: Or inaccurate. 20 Q: What I'm talking about is inaccurate 21 where they're not necessarily willful, but I just want to 22 know if that constitutes falsifying? 23 A: I don't think so. 24 Q: Would -- would you call that simply 25 sloppy bookkeeping or sloppy -- sloppy record keeping?

1 A: Sloppy record keeping, maybe lack of 2 process. 3 Q: Now, Mr. Ashbourne, when -- when he was 4 on this account, what were his practises for when monthly 5 submission of expense summaries? 6 A: Timing wise? 7 Q: Yes, please? 8 A: For the most part sales people are not 9 detail orientated. I'd say 80 percent of them are not, you 10 know, they're out there working, trying to make things 11 happen, they come in, the last thing they want to do is an 12 expense report. So I would say the norm is the sales force 13 will be late in submitting. 14 And it had been an issue in MFP, we were 15 trying to get them to submit them more timely, because we 16 wanted to keep accurate records. So, his could have been a 17 month late, I'm not sure, I mean there's a lot of people. 18 Q: And -- okay, thanks. Mr. Ashbourne 19 indicated that he had provided Mr. Andrew with hockey tickets 20 for a hockey game on February 14th, 1998. And we've heard 21 testimony that there were no hockey games between February, I 22 believe 7th, and 25th, 1998, because that was the period that 23 -- of the Nagano Olympics. 24 So, would you agree with me that -- that Mr. 25 Ashbourne could have been incorrect with his -- his expense

1 records? 2 A: Sorry, what was the date again? 3 Q: The date of the hockey game was -- the 4 alleged hockey game was February 14th, 1998. And Mr. 5 Ashbourne indicated that he had provided hockey tickets to 6 Mr. Andrew for that date, and we also heard testimony that 7 there were no hockey games throughout that portion of 8 February, February -- I believe it was 7th to 25th? 9 MADAM COMMISSIONER: I don't know that we've 10 heard testimony. 11 MR. HUGH MACKENZIE: Okay. 12 MADAM COMMISSIONER: It -- I think it was 13 that something was put to him by way of a question, but 14 certainly no -- 15 MR. HUGH MACKENZIE: All right. 16 MADAM COMMISSIONER: -- no witnesses have 17 testified to that. 18 MR. HUGH MACKENZIE: Okay, thank you. 19 MR. DAVID MOORE: My recollection was it was 20 posed to him and it might lead to that inference, and then 21 this question of whether or not -- 22 MADAM COMMISSIONER: Right. 23 MR. DAVID MOORE: -- that could be a date to 24 deliver the tickets as opposed to the actual date of the game 25 was raised in conjunction with this Olympic period, and we

1 undertook at MFP to make some further inquiries about that to 2 pin down the actual date of the game, which we actually have 3 just received some records, which I'll be circulating, that 4 -- that may be of some assistance in clarifying matters. 5 MADAM COMMISSIONER: Well, would it help Mr. 6 MacKenzie to have that information before he completes his 7 cross-examination? 8 MR. DAVID MOORE: I -- I think the 9 information will indicate that the actual date of the game 10 was in fact outside the Nagano Olympic period, and -- and if 11 I'm not mistaken, I may be, but I think it was a Vancouver 12 Canucks hockey game some time later, but we -- we have the 13 actual -- we went further and -- and looked for actual 14 backup, and -- and we'll -- we'll circulate that, but -- but 15 the bottom line is it appears that to the extent that the 16 records implied that there was a hockey game in that February 17 period, that would be the wrong inference to take from -- 18 from the evidence so far. 19 20 CONTINUED BY MR. HUGH MACKENZIE: 21 Q: Ms. Payne, we've -- we've now heard from 22 MFP's counsel with respect to a hockey game that it's alleged 23 Mr. Andrew attended. 24 Mr. Andrew's testimony will be that he has 25 never attended a Vancouver Canuck hockey game at Maple Leaf

1 Gardens, or at the ACC. Would it surprise you, Ms. Payne, 2 that -- that there were inaccurate entries in Mr. Ashbourne's 3 records? 4 A: No. 5 Q: If we could turn to Tab 37 please. 6 7 (BRIEF PAUSE) 8 9 Q: Ms. Payne, and particularly, this is 1.3 10 from the corporate manual of MFP, dated November 1, 1997, so 11 I trust that it was in affect during the period of time from 12 -- from -- throughout the period of -- of involvement that 13 you had with the City of Toronto; is that fair? 14 A: Yes. 15 Q: If you could turn to the second page, it 16 -- it deals with gifts, and I'd like you to just review that 17 briefly if you could please? 18 19 (BRIEF PAUSE) 20 21 Q: The first sentence is: 22 "MFP staff must not accept gifts from 23 suppliers or anyone seeking to do business 24 with MFP, if the acceptance of the gift 25 could be construed as an influence on MFP's

1 decisions to either hire or continue 2 dealing with the organization." 3 Would you agree with me that that's a fairly 4 standard term in -- in your industry? 5 A: Yes. 6 Q: Okay. And would you agree with me, that 7 generally, organizations that have -- client organizations at 8 least, that have policies on conflict of interest, have a 9 policy similar to that? 10 A: I'd agree. 11 Q: Were you aware of whether or not the City 12 of Toronto had a conflict of interest guideline similar to 13 that? 14 A: I would assume they did have. 15 Q: Okay. And in that you would assume that 16 they would have a -- a guideline somewhat like that, was that 17 something that you would make your sales representatives 18 dealing with the City, aware of, or that they would otherwise 19 be aware of? 20 A: Well our -- our sales people would know 21 that that was our -- was -- was part of our policy. I'm not 22 too sure they were made aware of what the City's policy was. 23 It's just that, you know, it's the unspoken words you -- you 24 do the right thing, yes. 25 Q: And were you ever aware of -- of gifts

1 that would contravene this particular standard, being made to 2 employees of the City of Toronto? 3 A: The standard being -- to the City? 4 Q: Yes. 5 A: I'm sorry, could you repeat that. 6 Q: Were you aware of -- of gifts being given 7 or provided to the City of Toronto employees, by MFP? 8 A: No. 9 Q: It talks about -- the fourth line from 10 the bottom, applying a test of reasonableness to the 11 situation. Was there a descriptor anywhere in the conflict 12 of interest guidelines or the corporate manual that -- that 13 would assist in determining or setting out what the test of 14 reasonableness would be? 15 A: I don't think so. I think it was 16 understood that -- again, you know, re -- be dis -- be -- it 17 -- with gifts, it was not -- it was not endorsed at MFP with 18 the management level that you would give gifts. 19 Q: Okay. It -- it then says: 20 "And to consult with senior management if 21 there's any doubt." 22 Now, would -- were you consulted on any 23 occasion by either Mr. Ashbourne or Mr. Domi? 24 A: No. 25 Q: The next paragraph is -- is more directed

1 toward the clients and the second sentence says: 2 "Direct financial inducements and highly 3 expensive favors designed to 4 inappropriately influence individuals are 5 not permitted." 6 And in your experience at MFP, how was that 7 interpreted? Was it interpreted strictly or in a relaxed 8 manner? 9 A: At a management level it was -- it was 10 very important to do the right thing and the -- the sales 11 force were aware of how we felt about that. 12 As I mentioned last week, it was a fairly 13 conservative management team -- 14 Q: And -- 15 A: -- when it came to, you know, expenses. 16 I'm not sure whether the sales force or 17 whether they -- you know, there may be somebody in the sales 18 force that didn't understand that the way that they should 19 have but it certainly was enforced by the management team. 20 Q: And how was it enforced by the management 21 team? 22 A: Well, I think it's the style of the 23 company that we were to do the right thing for the client, 24 make sure we stayed within guidelines. Entertainment, to me, 25 is part of doing business but gifts is a different --

1 Q: Yeah. 2 A: -- situation. So, you know, it -- I 3 never -- the sales -- the people that worked very closely 4 with me over the years knew how I felt about it. 5 Q: And how would MFP identify what in -- 6 appropriately or inappropriately influenced individuals? And 7 that's -- that's what this -- this says: 8 "Direct financial inducements and highly 9 expensive favors designed to 10 inappropriately influence individuals are 11 not permitted." 12 Was there -- was there something in writing 13 discussing what was or was not appropriate? 14 A: Not to my knowledge. There may have been 15 addi -- an additional document which would be the background 16 of this. I'm not sure. 17 Q: Okay. Now, this didn't occur during your 18 watch. You were there until December 15, 1999. However, on 19 December 23 in the year 2000, Mr. Domi purchased a Cartier 20 pen for -- and with tax, a little over eight hundred dollars 21 ($800) and that pen was given to Mr. Andrew as a Christmas 22 gift. 23 Now, it was returned by Mr. Andrew, but that's 24 not the point. The -- the point of -- of my question is, in 25 your opinion would that be a gift of a highly expensive

1 nature designed to influence individuals, in this case Mr. 2 Andrew? 3 A: I'm surprised that that happened for one 4 (1) but I would think that was n -- I would say it was 5 unacceptable. 6 Q: Yes. So did Mr. Andrew. 7 MR. DAVID MOORE: I would just -- I don't 8 want to interrupt. I would just observe, I would have 9 thought Mr. Domi would have been the one (1) who answered 10 whether it was his intention to inappropriately influence 11 anyone, regardless about appearance it might create or 12 regardless of Mr. Andrew's reaction. There's no dispute it 13 came back, but I -- I don't want to interfere with My 14 Friend's cross-examination. 15 MR. HUGH MACKENZIE: That's fair and -- and 16 of course, I'll discuss that with Mr. Domi in good time. 17 18 (BRIEF PAUSE) 19 20 CONTINUED BY MR. HUGH MACKENZIE: 21 Q: The trip to Hawaii, which we've heard 22 about previously, which I understand, may or may not, have 23 been offered to -- offered, but, rejected by Ms. Liczyk. 24 Would that constitute a financial inducement 25 or a highly expensive favour?

1 A: I would think it was a intelligence 2 gathering on both parts, it's part of building a 3 relationship. 4 Not many senior executives can take two (2) or 5 three (3) days out of their calendar. Certainly in her case, 6 she was a very busy lady. 7 We were hoping that there would be a two (2) 8 way street, that we would be able to educate her on some of 9 the benefits of working with MFP and continuing our 10 relationship, as well as, we needed her to present to our 11 sales force that we would -- we were able to do this kind of 12 project and the complexity of working with the public sector. 13 MADAM COMMISSIONER: By, her, you're meaning 14 Wanda Liczyk? 15 THE WITNESS: Yes, I'm sorry. 16 MADAM COMMISSIONER: That's okay. 17 THE WITNESS: And in our US sales force, we 18 were trying to take our US sales force into the public 19 sector, which is much more difficult in the US. 20 So, we wanted to educate them on the process 21 here, so they could then look at it as being an opportunity 22 in the States. 23 So, it was an educational process on both 24 sides, I believe. 25

1 CONTINUED BY MR. HUGH MACKENZIE: 2 Q: Ms. Payne, if we could turn to Tab 39 3 please. 4 This again is a document from the MFP 5 Corporate Manual dated August 27th, '98, related to expense 6 reports. 7 It starts: 8 "All expenses must be presented in a timely 9 manner. In general expenses must be 10 claimed for approval at the end of the 11 month in which the expense were incurred." 12 Would it be fair to say that MFP took a pretty 13 liberal or relaxed view with respect to late expense reports, 14 monthly reports? 15 A: Yes. 16 Q: Would you also agree, that one (1) of the 17 problems that arises with the production of late expense 18 reports or expense reports a month or two (2) months after 19 the fact, is that the contents of those reports tend to be 20 increasingly inaccurate with time? 21 A: No. 22 Q: No? 23 A: I wouldn't think that would contribute to 24 the lateness, the lateness was that the sales force would -- 25 you know, and not only the sales force, by the way, this is

1 people in general. 2 The last thing you think about, if you've had 3 a busy week, is your expense report. So, it was something 4 that we should have tightened up as a company. 5 Q: It should have been tightened up? 6 A: Yes. 7 Q: And would you agree with me, though that 8 one (1) of the -- the reasons for a policy such as this, 9 where you're obligated or required, if you will, to produce 10 timely expense reports, is that when they're not timely, they 11 tend to be less accurate? 12 A: That's right. 13 14 (BRIEF PAUSE) 15 16 Q: If you could turn to the next Tab, which 17 is Tab 40, document entitled, expenses to be reimbursed, 18 again from the MFP Corporate Manual. 19 That document says: 20 "General principles, all expenses in excess 21 of ten dollars ($10) must be accompanied by 22 a receipt. Without receipts the expense 23 will not be approved." 24 Now, what constituted an acceptable receipt? 25 A: A receipt of a lunch or a -- it would just

1 be, you know, whatever you used to pay the bill, it would be 2 a receipt of whatever. 3 Q: So, the back -- the client copy of a Visa 4 receipt, would that be sufficient? 5 A: Client copy of a Visa, yes. 6 Q: Okay. And the actual white copy that you 7 get from the establishment, would that be acceptable, as 8 well, where you put in the tip and -- and then add the total 9 and -- and your name? 10 A: Yes. 11 Q: That would be sufficient? 12 A: Yes. 13 Q: Okay. And that of course wouldn't have a 14 description of -- of what was consumed, or how many people 15 were there? 16 A: Not necessarily. 17 Q: Okay. And would the -- would that 18 document, the document that you get generally from a 19 restaurant, where it indicates the -- the various items 20 purchased and the numbers of items purchased and the amount, 21 would that be sufficient as a receipt? 22 A: Yes. 23 Q: Okay. The bottom of that page talks 24 about meals and entertainment: 25 "All meals and entertainment expenses must

1 be supported with a receipt. Expense 2 receipts for entertainment/meals for guests 3 must indicate the individuals, customer, et 4 cetera entertained, and the business 5 purpose of the expense." 6 Now, would you agree with me that at MFP it 7 was somewhat lax when we look at the -- the expense records 8 of say Mr. Domi and -- and Mr. Nigro, with respect to the 9 naming of individuals, the customers and even the business, 10 particularly the business purpose of the expense? 11 A: Well, first of all, Mr. Nigro wasn't 12 there when I was there, so I can't comment on that. 13 Q: Okay. 14 A: But with regards to Dash, I think he was 15 -- I think he was one (1) of probably a third of the sales 16 force that weren't -- didn't explain the details as much, you 17 know, it varied from -- some were detailed, very -- you know, 18 they put in the purpose and so on, who they met with, why 19 they met with them. It ranged from just a name to details. 20 Q: Okay. 21 A: And he was in the -- you know, more on 22 the side where it was just, you know, who he met with. 23 Q: Or the City of Toronto in some cases? 24 A: Yes. 25 Q: Okay. And I would -- would you agree

1 with me that MFP was pretty relaxed about the addition of the 2 business purpose of the expense, despite the guideline? 3 A: Yes, I think we were -- we were lax -- 4 fairly lax, again, we did bring these people on. They -- 5 they were aware of the policies of the company, they were 6 aware of the style of the company from the point of view of 7 being conservative. We trusted them to do the right thing. 8 9 (BRIEF PAUSE) 10 11 Q: I -- I'd like to take you to the -- the 12 expense summaries of Mr. Domi in 1999, five (5) of which -- 13 actually seven (7) of which relate to Mr. Andrew. The first 14 of these are dated April 30th, '99. 15 MADAM COMMISSIONER: Where are these, please? 16 MR. HUGH MACKENZIE: These are at Tab 45. 17 MADAM COMMISSIONER: Thank you. 18 MR. HUGH MACKENZIE: Volume 2. 19 20 (BRIEF PAUSE) 21 22 CONTINUED BY MR. HUGH MACKENZIE: 23 Q: And these are -- in the first column, the 24 left hand column on the side of the page, items number 41 and 25 42.

1 Now, Mr. Andrew will testify that he attended 2 a hockey game on the 24th of April, but did not attend on the 3 30th of April. Have you any information then, Ms. Payne, 4 inconsistent with that, other than this entry? 5 MADAM COMMISSIONER: Not -- he went on the 6 30th of April, but not on when? 7 MR. HUGH MACKENZIE: He -- Mr. Andrew will 8 say that he attended on the 24th of April, 1999, but was not 9 in attendance on the 30th of April -- 10 MADAM COMMISSIONER: Okay. 11 MR. HUGH MACKENZIE: -- 1999. 12 MADAM COMMISSIONER: Thank you. 13 14 CONTINUED BY MR. HUGH MACKENZIE: 15 Q: These two (2) entries at 41 and 42, 16 relate to a hockey game on the -- April 30th? 17 So, let's move to number 51, which is the next 18 one (1) that mentions Mr. Andrew. 19 20 (BRIEF PAUSE) 21 22 Q: Now, this particular document is dated 23 May 21, '99 and would you agree with me, Ms. Payne that -- 24 that May 21, '99 is just before the -- the blackout. It's 25 ten (10) days before the blackout. Is that correct?

1 A: Yes. 2 MR. DAVID MOORE: I think this witness' 3 evidence was clear that the blackout was June 11th when the 4 bids were in. 5 6 CONTINUED BY MR. HUGH MACKENZIE: 7 Q: So this then predates the blackout and it 8 cer -- and it predates the -- the RFQ? 9 A: This is 51? 10 Q: Yes and Mr. Andrew will testify that on 11 this particular day, he attended a Corporate Services 12 Management Team meeting from twelve (12) until two (2) and if 13 we look at Mr. Domi's documentation, this particular invoice 14 is for lunch. 15 Have you any information, other than Mr. 16 Domi's invoice, where he's written on that Mr. Andrew was 17 there, do you have anything else to support the position that 18 Mr. Andrew was at this lunch? 19 A: No. 20 Q: The next item is Number 65. 21 22 (BRIEF PAUSE) 23 24 Q: And the Begdoc number of the -- the 25 actual invoice in Mr. Domi's materials is 25706. This is

1 alleged to have been a dinner at El Fresco's. Mr. Andrew 2 will say that he went to lunch with his -- his division, 3 because it was a woman name Mandy's fiftieth birthday and 4 then he took the afternoon off because he was the convener of 5 a baseball tournament in -- that started that day in Oshawa, 6 Whitby and Ajax. 7 Have you any information, Ms. Payne, that -- 8 that Mr. Andrew was actually at this particular dinner? 9 A: No. 10 Q: But you would agree with me that had he 11 been there, this -- this entry is June 18, 1999, had he been 12 there, that would have been inappropriate? 13 A: Yes. 14 Q: The next entry for Mr. Andrew is at 15 Number 73. 16 17 (BRIEF PAUSE) 18 19 Q: This is July 28th, '99 and the Begdoc 20 number in -- in Mr. Domi's materials is 25687. This is an 21 invoice on which Mr. Domi has written Mr. Andrew's name. You 22 would agree with me that July 28th, 1999 would still be 23 within the blackout period? 24 A: Yes. 25 MR. DAVID MOORE: Well -- well, I -- I'm not

1 sure. 2 MR. HUGH MACKENZIE: Those Council meetings 3 were December 20 s -- or, sorry, July 27th, 28th and 29th. 4 MR. DAVID MOORE: I'm not sure if there is 5 evidence as to which of the three (3) days this matter was 6 dealt with. Mr. Manes may be able to help, I'm not sure. 7 MR. HUGH MACKENZIE: I -- in -- in any event, 8 I don't think I need that clarification. 9 MADAM COMMISSIONER: Okay. 10 MR. HUGH MACKENZIE: Mr. -- 11 MADAM COMMISSIONER: Well, I think Mr. Moore 12 would like -- why don't we get -- Mr. Capern, are you in a 13 position to assist that when City Council meets, they have 14 three (3) days -- three (3) days that they meet. 15 MR. GORD CAPERN: The short answer, 16 Commissioner, is I don't know the answer -- 17 MADAM COMMISSIONER: You don't. 18 MR. GORD CAPERN: -- to your question. I can 19 find out at the break -- 20 MADAM COMMISSIONER: All right. 21 MR. GORD CAPERN: -- if that assists. 22 MADAM COMMISSIONER: Mr. Manes, do you know? 23 MR. RONALD MANES: Well, my only observation 24 was that the witness is giving her observation as to whether 25 or not, she considered it in the blackout period.

1 MADAM COMMISSIONER: Okay. 2 MR. RONALD MANES: So, it should be up to the 3 witness to testify, as opposed to Counsel estimating what 4 was, in fact, a blackout period or not. 5 MR. DAVID MOORE: No, that's a fair comment, 6 except that in fairness to this witness, I think it's a 7 reasonable observation to make that this witness may not be 8 fully attuned to each and every date that appears in the 9 records and the documents, the way Counsel may be. 10 And I just know that there's been ambiguities 11 as to when that matter was dealt with by Council, at least in 12 my mind there is. 13 MADAM COMMISSIONER: Mr. MacKenzie? 14 She said it still was within the blackout 15 period. 16 THE WITNESS: Can you just give me the dates 17 of when it actually was awarded? 18 MR. HUGH MACKENZIE: My understanding was that 19 it was awarded on the 31st of May, 1999. 20 MADAM COMMISSIONER: That's on May 31st, '99? 21 MR. GORDON CAPERN: To assist the witness, the 22 RFP was issued on May the 31st, but the responses came in on 23 June the 11th. 24 The meeting of Council that's being referred 25 to, was a three (3) day meeting which occurred between July

1 27th and 29th. 2 And what we agreed to do is see if we can make 3 some inquiries to assist in the date that the information was 4 released by City of Toronto, that MFP had been the successful 5 bidder. 6 MADAM COMMISSIONER: Thank you. 7 8 CONTINUED BY MR. HUGH MACKENZIE: 9 Q: Mr. Andrew will say that he has never been 10 to Il Posto Nuovo, not on this date, and on no occasion in 11 his life. So, would you agree with me, or do you have any 12 other documentation that would -- would place Mr. Andrew at 13 that meeting? 14 A: No, I don't. 15 Q: Just as an observation, I also note that 16 this meeting is not in Mr. Andrew's agenda. 17 Was Mr. Andrew, in your experience, Ms. Payne, 18 an organized person? 19 A: Yes. 20 Q: Was he the kind of person that would make 21 his entries in his agenda on a regular basis and update them? 22 A: Yes. 23 Q: So you would agree with me that Mr. 24 Andrew, based on what you knew of him, was the kind of person 25 who would maintain a relatively accurate agenda?

1 A: Yes. 2 Q: The next mention of Mr. Andrew, is 3 document reference 95, and this is -- October 27th, '99 is 4 the reference date, and it refers to Harbour 60 for drinks. 5 Mr. Andrew tells me that he went with a friend 6 named, Jock Logan, to -- 7 MADAM COMMISSIONER: Can you spell that name 8 please? 9 MR. HUGH MACKENZIE: J-O-C-K Logan, L-O-G-A- 10 N. 11 MADAM COMMISSIONER: Thank you. 12 13 CONTINUED BY MR. HUGH MACKENZIE: 14 Q: To Harbour 60 for drinks and that as he 15 and Mr. Logan were leaving, Mr. Domi arrived and bought the 16 drinks for them. He also tells me that at that meeting there 17 was absolutely no discussion of MFP business, although 18 obviously he did say hello to and exchange greetings, if you 19 will, with Mr. Domi. 20 Is that a reasonable expense for the expense 21 account? 22 A: It says here, not applicable. There isn't 23 a dollar value. So, I'm not sure what happened there. 24 Q: Okay. And I raise that matter only 25 because Mr. Andrew's name is there. And would it be fair to

1 say then that Mr. Domi didn't view it as a corporate type or 2 an appropriate MFP business expense, but, just had it down as 3 an invoice in his file? 4 MR. DAVID MOORE: Well, I don't know how -- 5 MADAM COMMISSIONER: Well, I don't know how 6 this witness can say anything of that. She wouldn't be able 7 to know whether it was just something he had in his file, 8 but, we can take a look at the actual invoice to see what 9 that says, we have that. 10 MR. HUGH MACKENZIE: It's Begdoc 25871. 11 MADAM COMMISSIONER: Hmm hmm. 12 MR. HUGH MACKENZIE: Tab 95, Exhibit 1 of Mr. 13 Domi's expenses. 14 15 (BRIEF PAUSE) 16 17 CONTINUED BY MR. HUGH MACKENZIE: 18 Q: Do you have that document, Ms. Payne? 19 A: I'm sorry, yes. 20 MADAM COMMISSIONER: The actual 25871? 21 MR. HUGH MACKENZIE: Yes. 22 MADAM COMMISSIONER: Not unless you give it 23 to her. 24 MR. HUGH MACKENZIE: Oh. 25 THE WITNESS: I'm looking at 95, the entry.

1 CONTINUED BY MR. HUGH MACKENZIE: 2 Q: Okay. 3 A: In the expenses. 4 Q: Okay. 5 MADAM COMMISSIONER: Well, it is 11:30, we 6 can get that at the break. Mr. Manes, can you arrange -- 7 MR. RONALD MANES: Yes. 8 MADAM COMMISSIONER: Why don't we break now 9 for -- let's take fif -- well, no, we'll still take our 10 twenty (20) minutes because we still -- everybody still needs 11 that time down here. All right, until ten (10) to, okay. 12 THE REGISTRAR: Order. The Inquiry will 13 recess until ten (10) to 12:00. 14 15 --- Upon recessing at 11:30 a.m. 16 17 --- Upon resuming at 11:50 a.m. 18 19 THE REGISTRAR: The Inquiry will resume, 20 please be seated. 21 22 (BRIEF PAUSE) 23 24 MADAM COMMISSIONER: Yes. 25

1 CONTINUED BY MR. HUGH MACKENZIE: 2 Q: Ms. Payne, did we move to -- did someone 3 provide you with a copy of Begdoc 25871? 4 MADAM COMMISSIONER: Have you got -- is it a 5 sheet -- it's a sheet of paper, has someone given you -- 6 MR. HUGH MACKENZIE: Let me just provide you 7 with it. 8 MADAM COMMISSIONER: Could I have one (1) as 9 well, please? 10 MR. GORDON CAPERN: Yeah, I can give you an 11 extra one (1). 12 THE WITNESS: Thank you. 13 MADAM COMMISSIONER: Thank you. Now, Mr. 14 Manes, does this need to be made an exhibit, or is this going 15 to be in somebody's book somewhere, in any event? 16 MR. RONALD MANES: It -- it's going to be in 17 Mr. Domi's -- it -- it is a -- 18 MR. HUGH MACKENZIE: It's at Tab 95 of Mr. 19 Domi's 1999 expenses. 20 MADAM COMMISSIONER: Oh, Tab 95? 21 MR. HUGH MACKENZIE: I believe the -- 22 MADAM COMMISSIONER: All right, I don't have 23 those yet. 24 MR. HUGH MACKENZIE: 95, yeah. 25 MADAM COMMISSIONER: Tab 95, okay.

1 MR. HUGH MACKENZIE: And that's his Volume 1. 2 MADAM COMMISSIONER: Thank you very much. 3 Okay. 4 5 CONTINUED BY MR. HUGH MACKENZIE: 6 Q: Now, that's the -- the document that is 7 in Mr. Domi's expense portfolio, as I understand it. It says 8 at the top in handwriting: 9 "City of TO, Jim." 10 And -- and the assumption made, as I 11 understand it, is the Jim referred to is Jim Andrew. 12 Is that particular document -- I know this is 13 only a copy, and -- and -- but would that be sufficient for 14 the purposes of -- of MFP as a -- an expense document? 15 A: The -- the actual receipt is -- is -- 16 would be acceptable. But on here it doesn't have any -- on 17 my copy it doesn't have any dollar value. Is that why it's 18 not applicable? 19 Q: I honestly can't tell you. All I know is 20 that this is the document that -- that I've been provided an 21 -- and it -- it -- it is, I'm told or it's alleged to -- to 22 refer to a meeting or contact between Mr. Domi and Mr. 23 Andrew. 24 Mr. Andrew's explanation is that he and Jock 25 Logan went to Harbour 60 for drinks and Mr. Domi, who arrived

1 as they were leaving, picked up their tab. 2 My question to you, Ms. Payne, is in terms of 3 Mr. Andrew's explanation of that, would that be sufficient or 4 would that comply with the expense guidelines of MFP for 5 inclusion as a business expense? 6 A: I think -- well, you know, if there was 7 some conversation with him regarding projects or whatever, I 8 would -- then there would be an expense that should be put 9 through but I'm still struggling with why, first of all 10 there's not any dollar and then there's -- it says not 11 applicable. 12 MADAM COMMISSIONER: Well, the not applicable 13 is just something put in by Commission staff. 14 THE WITNESS: Okay. 15 MADAM COMMISSIONER: Okay. Now, I -- I guess 16 the -- the question would be assuming -- assuming that -- 17 let's say it said twenty dollars ($20), just for the sake of 18 argument. It said -- if it said twenty dollars ($20) and 19 then you continue with Mr. MacKenzie's question which would 20 be that if -- if he paid twenty dollars ($20) -- 21 THE WITNESS: Right. 22 MADAM COMMISSIONER: -- for -- for lunch for 23 Jim Andrew and his friend and if Jim Andrew's evidence, and 24 let's say I accept the evidence, is that all that happened is 25 that Jim Andrew and his friend were having a drink, Dash Domi

1 came in, saw them, said hello and picked up the tab for them. 2 Is that sufficient? Is that -- 3 MR. HUGH MACKENZIE: That's -- 4 MADAM COMMISSIONER: Does that answer your 5 question? 6 MR. HUGH MACKENZIE: That's exactly what I -- 7 MADAM COMMISSIONER: Is that sufficient to 8 constitute a legitimate business MFP expense? 9 THE WITNESS: I would think not. 10 MADAM COMMISSIONER: Okay. 11 12 CONTINUED BY MR. HUGH MACKENZIE: 13 Q: And the next mention of Mr. Andrew is at 14 Number 102, Begdoc 25875. 15 16 (BRIEF PAUSE) 17 18 Q: That is November 4, 1999 and refers to a 19 breakfast at Caf� Victoria where Jim Andrew and Paul Godfrey 20 were in attendance. If I -- if I told you that Mr. Domi 21 wasn't at that breakfast -- 22 MADAM COMMISSIONER: Domi? Mr. Domi? 23 MR. HUGH MACKENZIE: Mr. Domi. 24 MADAM COMMISSIONER: Okay. 25

1 CONTINUED BY MR. HUGH MACKENZIE: 2 Q: If I were to tell you that Mr. Domi was 3 not at that breakfast, but it was just a personal meeting 4 between Mr. Godfrey and Mr. Andrew the tab for which was 5 picked up by Mr. Domi, would that constitute an appropriate 6 expense within the MFP expense guidelines? 7 A: Yes. 8 Q: And why would that be? 9 A: Well, he w -- he would -- for him to 10 expense it, he should have been at the meeting. You're 11 suggesting he wasn't at the meeting. 12 Q: I'm -- I'm suggesting Mr. Andrew is 13 suggesting that he was not at the meeting that it was a 14 meeting where Mr. Godfrey and Mr. Andrew discussed a personal 15 matter of Mr. Andrew's, unrelated to MFP. 16 A: So j -- so Dash was not at the meeting, 17 so really he shouldn't have expensed it. 18 Q: No. However, he -- he was the one (1) 19 who picked up the tab. He did pick up the tab. 20 A: It would not be acceptable. 21 MADAM COMMISSIONER: I think the question is 22 that -- is that we -- Mr. MacKenzie is saying Mr. Andrew will 23 come and testify that Dash Domi picked up the tab. And you 24 were saying -- now, I think I cut you off. You said that was 25 not acceptable?

1 THE WITNESS: Well, it -- w -- did Dash come 2 in and pick up the tab? 3 MR. HUGH MACKENZIE: Mr. Andrew will testify 4 that it was a meeting set up by Mr. Domi because Jim had 5 mentioned to Mr. Domi that he was interested in applying for 6 a more senior position at the City. Mr. Domi said I think 7 you should speak to Mr. Godfrey and -- and Mr. Andrew called 8 Mr. Godfrey and they had breakfast. 9 THE WITNESS: Okay, so -- so Jim Andrews had 10 breakfast with Mr. Godfrey and then Dash came in and paid the 11 tab. 12 13 CONTINUED BY MR. HUGH MACKENZIE: 14 Q: Yes. 15 A: Was there anything involving business? 16 Q: According to Mr. Andrew, there was no 17 discussion of MFP business, at all. It dealt exclusively 18 with a personal matter of a professional matter, if you will, 19 of Mr. Andrews? 20 A: That's a difficult one (1). I think it's 21 borderline. Our objective is to have a sales force utilize 22 their expenses to understand their clients, to gain 23 intelligence about our competitors and be able to propose the 24 right solution. 25 So, it's sort of borderline, from my

1 perspective. 2 Q: Now, we've been through all of the 3 references to Mr. Andrew for the years 1998, the small 4 portion that Mr. Domi was there, November and December, and 5 1999; those are they. 6 My question to you, Ms. Payne, is that earlier 7 Commission Counsel made a statement that -- he asked Mr. 8 Wolfraim, wouldn't you agree that Mr. Andrew was a person who 9 liked to be entertained. 10 And what I'd like to ask you is what your view 11 or opinion is with respect to that particular statement? 12 A: I don't think Jim Andrews liked to be 13 entertained. I think Jim Andrews was always trying to -- 14 always do the right thing, for whoever he was working for. 15 And the impression I got, is that he would 16 meet with, you know, all vendors to understand what they had 17 to offer, so he could utilize it to better do his job. 18 So, I don't think it was a matter of 19 entertaining. If you look at entertaining and maybe this is 20 a time where I can bring out an example. 21 Who wants to spend five (5) hours with 22 somebody at a golf game or a hockey game, or whatever, when 23 you have family and you have other commitments. 24 The only reason why you do it, on the vendor 25 side, is to gain intelligence. On the customer side, to make

1 better decisions. 2 So, I don't think he -- it was a matter of 3 liking to be entertained, from my perspective. 4 Q: And would you, therefore, say that it 5 wasn't a fair comment that Mr. Andrew liked to be 6 entertained? 7 A: That's right. 8 Q: And was the entertainment of Mr. Andrew 9 ever viewed by you or MFP as a weakness or an Achilles heel, 10 if you will, that could be taken advantage of? 11 A: No. 12 Q: Okay. This is just a comment, Ms. Payne, 13 but I've reviewed all of the diaries that you and your 14 assistant have provided to the Commission, and in those 15 diaries there are references, except for about half a dozen 16 references, all of the other references are to Jim Andrews, 17 rather than Jim Andrew. 18 And as well, in your testimony today and 19 previously at this Commission, you're almost without 20 exception, you call him Mr. Andrews, rather than Mr. Andrew. 21 Okay. Is that a fair comment? 22 A: Yes. 23 Q: And nothing rises or falls on it directly, 24 however, I would like to take you to Volume 2, Tab 41. 25

1 (BRIEF PAUSE) 2 3 MADAM COMMISSIONER: This is the draft RFQ? 4 MR. HUGH MACKENZIE: Yes. 5 6 CONTINUED BY MR. HUGH MACKENZIE: 7 Q: And if you could turn past the first two 8 (2) cover pages to Begdoc 29282, Ms. Payne, have you had an 9 opportunity to review this particular document more 10 completely since the last time you were here? 11 A: Well, I haven't spent a lot of time on it, 12 but I've got a better feel for the document now, than I did 13 last time we met last week. 14 Q: On the -- the -- the first page has one 15 (1) reference to each of an X, an XX, an XXX, actually 16 there's two (2) of those, a YYY, and most of those are where 17 there's information missing. Would -- would you agree with 18 that, on the first page? 19 A: Yes. 20 Q: Do you see that? And have you had an 21 opportunity to speak with say, Mr. Kassam about this? 22 A: No. 23 Q: Okay. Have you had an opportunity to 24 speak with Mr. Ashbourne about this document? 25 A: No.

1 Q: Or Mr. Domi? 2 A: No. 3 Q: Okay. If you could turn to the third 4 page, this page again, Ms. Payne, has several locations where 5 there are Xs rather than information, but one (1) of those or 6 three (3) of those places where there are Xs rather than 7 information, include 3.2.2, do you see that section? 8 A: Yes. 9 Q: An RFP Coordinator. At the bottom it 10 starts off by saying: 11 "Jim Andrews." 12 And would you agree with me that Mr. Andrew 13 would know how to spell his name? 14 A: Yes. 15 Q: And that that document would have come 16 from Mr. Andrew, that would be a surprising error? 17 A: Yes. 18 Q: And Information Services Branch, do you 19 know if that's what it was called at the City of Toronto, 20 Information Services Branch? 21 A: I'm not sure. 22 Q: Okay. And then it goes through the City 23 of Toronto, the street address, Metro Hall, Toronto, Ontario. 24 Then there are Xs where there should be a postal code. 25 As well, the telephone number and the fax

1 number both have Xs. Do you see that? 2 A: Yes. 3 Q: Below that is 3.3.1, it says: 4 "Two (2) -- two (2) copies of the RFP 5 response must be addressed and delivered in 6 a sealed package to the following address 7 by 3:00 p.m. on March 28th, 1998." 8 Okay? 9 A: Yes. 10 Q: Now, I will tell you that there are other 11 dates throughout this document, and that's not the only 12 reference to a date. There is one (1) on the next page at 13 3.4.2, that relates to XXX, XX, 1999. And there's another 14 one (1) at 3.7.9, Begdoc 29287, that relates to December 15 31st, 2001. Do you see that? 16 A: Sorry, which -- where were you at? 17 Q: It's Begdoc 29287, 3.7.9, is the point on 18 the page wherein it says: 19 "The award will expire on December 31st, 20 2001." 21 A: I see, yeah. 22 Q: Okay. Now, based on the content of this 23 document and the fact that there are different dates and 24 different years in those dates, what if any conclusions do 25 you draw with respect to what this document is?

1 A: I think it's a template for an RFP 2 response. I think it's -- it's sort of a template -- I don't 3 think it actually reflects what's in the RFQ. I think it was 4 the beginning of what could be a basis for an RFQ. 5 Q: Okay, it's a template? 6 A: Yes. 7 Q: Is that -- is that fair -- 8 A: Yes. 9 Q: -- it -- when you say a template, do you 10 mean it's -- is it the sort of boiler plate that one would 11 expect in an RFQ? 12 A: Yes. 13 Q: Although it's referred to as an RFP? 14 A: What? Well, a template for an RFQ, or an 15 RFP, I mean. It could be either, but this is the request for 16 proposal. So it could be either -- well, in this case, it's 17 a template for a request for proposal not an RFQ. 18 MADAM COMMISSIONER: Y -- what do you see as 19 the difference between an RFP and an RFQ? 20 THE WITNESS: Proposal is more completed. A 21 quote is just pricing, normally. 22 MADAM COMMISSIONER: Okay. 23 THE WITNESS: It's normally a less formal 24 process. 25 MADAM COMMISSIONER: And -- and when would --

1 when would one use an RFQ as opposed to an RFP, then? 2 THE WITNESS: When you're requiring product 3 that has already been part of a business plan approved. 4 So, let's say the City had said, yes, we're 5 going to acquire five thousand (5,000) PCs but we're not sure 6 who from, you would normally just go out for -- you know, the 7 consideration would already be determined. All the details 8 have been determined and then you've got a quote just for 9 pricing. 10 MADAM COMMISSIONER: Okay. 11 12 (BRIEF PAUSE) 13 14 CONTINUED BY MR. HUGH MACKENZIE: 15 Q: Your testimony earlier, Ms. Payne, was 16 that this was not a document that you had ever seen or ever 17 seen in 1999 at the time of -- of what appears to be its 18 creation, April 30th, 1999? 19 A: That's right. 20 Q: And was it a document brought to your 21 attention by Mr. Domi or anyone at MFP? 22 A: Not to my knowledge. 23 Q: Mr. Andrew has provided me with what he 24 has told me he screen printed the properties of this document 25 and a -- by doing that, he printed a document that -- or I

1 printed a document that we have at Exhibit 9. 2 3 (BRIEF PAUSE) 4 5 MADAM COMMISSIONER: Is that in front of you? 6 THE WITNESS: Sorry, which -- 7 MADAM COMMISSIONER: It would be just a 8 single page. 9 MR. HUGH MACKENZIE: It actually is two (2) 10 pages, I believe and I have a spare copy if -- 11 MADAM COMMISSIONER: Okay. 12 MR. HUGH MACKENZIE: -- the witness doesn't 13 have one. 14 MADAM COMMISSIONER: I don't think she does 15 have one and mine has already been filed in some vault or 16 something. 17 18 (BRIEF PAUSE) 19 20 MADAM COMMISSIONER: You wouldn't happen to 21 have another spare copy, would you? That I could just take a 22 look at. 23 THE WITNESS: Thank you. 24 MR. GORD CAPERN: I have a spare. 25 MADAM COMMISSIONER: I'll give it back to

1 you, Mr. Capern. Thank you. 2 3 (BRIEF PAUSE) 4 5 CONTINUED BY MR. HUGH MACKENZIE: 6 Q: Now, Ms. Payne, ... 7 8 (BRIEF PAUSE) 9 10 Q: I doubt if you are a computer expert, 11 however, is it fair to say that you know your way around a 12 computer? 13 A: Yes. 14 Q: Okay. Mr. Andrew screen printed the 15 properties of this particular document and that is where the 16 -- the two (2) pages at Exhibit 9 arose from. Okay? 17 A: Yes. 18 Q: This document, Exhibit 9, indicates that 19 this particular document was prepared March 9, 1998 at 12:07 20 p.m., by Karim Kassam and that he worked for Prescient 21 International Inc. who you've told us that you partnered with 22 and worked with at MFP. 23 A: That's right. 24 Q: Between March 9, 1998 and April 30, 1999, 25 had you seen this document?

1 A: Between March of '9 -- no. 2 Q: March of 1998. March 9th of 1998 and 3 April 30th or -- or -- or May 3rd, which is I believe the 4 creation date after it -- it apparently was modified by Mr. 5 Kassam for a period of nine (9) minutes and then it was 6 created May 3rd, 1999, so is it fair to say that this was not 7 a document that you were aware of? 8 A: That's right. 9 Q: Or that to the best of your knowledge, MFP 10 was aware of at April 30th or before May 31st, '99? 11 A: I'm not sure -- I wasn't aware of it and I 12 not sure whether MFP were aware of it. But wasn't this -- 13 this is in MFP's files, was it not? 14 Q: Well, my understanding is that a paper 15 copy and I'm not certain of that, but a paper copy of this 16 document was found in Mr. Domi's file. 17 And what if any information have you that that 18 copy was placed in the file, on or before May 31st, 1999? 19 A: The fact that it was in the file of MFP, 20 obviously they had received it from somebody. Whether it was 21 Jim or Karim Kassam, I'm not sure. 22 The sales force -- all of the sales force 23 worked with Prescient. And they would bring them in and work 24 with them on projects to help assist them. 25 And, in fact, Prescient were a business

1 partner of MFP's. And what their role was, in some cases, 2 was to work with them on RFP responses. 3 So, they could have given -- Prescient could 4 have given this to MFP or it could have gone to Jim and then 5 sent to MFP. How, that all happened, I'm not sure. 6 Q: Okay. But, would you agree with me that 7 it was MFP that worked with Prescient. Do you know if 8 Prescient worked with MFP at the preliminary stages of this 9 particular RFP, RFQ? 10 A: I would think they would be involved, at 11 what level I'm not sure. 12 Q: Okay. And was it part of the practice 13 that MFP had that they would obtain or rely on templates from 14 Prescient? 15 A: Yes. 16 Q: And would you agree with me that if it 17 came from Mr. Andrew, that it perhaps would spell his name 18 correctly or know his postal code, phone number or fax 19 number? 20 A: I think that if it came from Jim to MFP, 21 becau