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 23rd, 2003 25

2
  1                        APPEARANCES
  2  Ronald Manes            )Commission Counsel 
  3  Patrick Moore  (np)     )
  4  Daina Groskaufmanis     ) 
  5  Linda Rothstein         )City of Toronto 
  6  Lily Harmer    (np)     )
  7  Robert Centa            )
  8  Gordon Capern  (np)     )
  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 (np)    )
 24  
 25  Joyce Ihamaki           )Registrar

1 TABLE OF CONTENTS 2 Page 3 4 DASH DOMI, Resumed 5 Continued Examination-in-Chief 6 by Mr. Ronald Manes 4 7 8 Certificate of Transcript 215 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 6 DASHNOR DOMI, Resumed: 7 8 MADAM COMMISSIONER: Good morning. 9 THE WITNESS: Good morning. 10 11 (BRIEF PAUSE) 12 13 MADAM COMMISSIONER: Yes, Mr. Manes. 14 MR. RONALD MANES: Good morning, Commissioner. 15 MADAM COMMISSIONER: Good morning. 16 17 CONTINUED EXAMINATION-IN-CHIEF BY MR. RONALD MANES: 18 Q: Good morning, Mr. Domi. 19 A: Good morning. 20 21 (BRIEF PAUSE) 22 23 Q: If you have your -- your exhibit book in 24 front of you, Mr. Domi, will you turn to Tab 5 and Tab 6. 25 A: Okay.

1 Q: That's the quotation request, the RFQ from 2 the City of Toronto? 3 A: Yes. 4 Q: You're familiar with that? 5 A: Yes. 6 MADAM COMMISSIONER: Would you give the Begdoc 7 numbers please? 8 MR. RONALD MANES: Oh, yes, 6102 and Begdoc 9 6104. 10 11 CONTINUED BY MR. RONALD MANES: 12 Q: And when that RFQ came in, you read it? 13 A: Briefly. 14 Q: Well, that's interesting. Wouldn't you be 15 interested as to the details that the City was looking for in 16 this RFQ, enough to read it relatively closely? 17 A: Well, a lot of the details within the RFQ 18 would probably be better in the hands of Sandy or Rob, being 19 experienced and understanding what the details of all the 20 questions -- or expectations of it is. 21 Q: So you just thought that, as a salesman on 22 this account, in particular, this RFQ that you need only read 23 it briefly and leave the close reading to the technical 24 people? 25 A: I would read along with them, but they'd

1 have a better understanding in the details of how to respond 2 and what the expectations are, so... 3 4 (BRIEF PAUSE) 5 6 Q: The -- I'm just looking for a particular 7 entry here to see if you can -- if you can help me with it. 8 By that time, end of May 1999, were you familiar with the 9 process -- the RFQ process at the City? 10 A: Not really. I wasn't sure on how the 11 process works, I had an idea, but I wasn't positive on how 12 the process with the City worked at that point. 13 Q: Well, you would at least know that the 14 City didn't have to accept the lowest price, the lowest bid? 15 A: I probably would not know that. 16 17 (BRIEF PAUSE) 18 19 Q: You and -- and Mr. Wilkinson, and 20 presumably Ms. Payne, had discussions about the strategy in 21 winning the bid, I take it? 22 A: Yeah, we probably -- not probably, we did 23 look to Irene for her direction, because she was -- her and 24 Rob had -- had been doing this for years and they've had a 25 lot of success obviously, and I -- they kind of would be

1 quarterbacking on what direction we would take. 2 Q: You would have known from Ms. Payne, that 3 the lowest bid didn't necessarily win? 4 A: I don't know that. 5 Q: Well, you would have known that there 6 were other considerations in responding to the City's 7 request, such as value added? 8 A: That word did come up, yes. 9 Q: Well -- 10 A: Value adds, yes. 11 Q: -- but you knew what -- what value added 12 meant, generally, didn't you? 13 A: Very general. 14 Q: All right. What -- very general meaning 15 did you ascribe to that during your discussions with Ms. 16 Payne and/or Mr. Wilkinson? 17 A: I just can't recall. 18 Q: Well, value added, means that something 19 in addition to the unit cost, or the price -- 20 A: Right. 21 Q: -- of the product; right? 22 A: Right. 23 Q: You're a salesman, you know that there's 24 something more than just how much something costs to persuade 25 a customer to buy it?

1 A: That's correct. 2 Q: That's the value added? 3 A: Correct. 4 Q: Learn that in hairdressing? 5 A: Learn value add in hairdressing? 6 Q: Well, it wasn't just that -- people 7 didn't go to -- to Dash Domi simply because of how much he 8 charged for -- for hairstyling or a haircut, there was 9 something more? 10 A: Correct. 11 Q: And that's value added? 12 A: I guess. 13 Q: And in addition to value added, it was 14 important to your company that you and the company have 15 relationships with key decision makers and in fact, people at 16 IT generally, we already established that yesterday; correct? 17 A: Yes. 18 Q: So, to say that the considerations at the 19 City would be price, relationship, and value added would be 20 accurate? 21 A: Correct. 22 Q: All right, and to -- and to say that you 23 would have appreciated that at the time that the bid came in 24 through discussions and your experience at MFP, would be 25 accurate?

1 A: In my experience, or -- I was experience 2 -- experiencing every day, every day was a learning 3 experience for me, yes. 4 Q: Yes, but in response to my question, it 5 would be accurate to say that at the time of this -- 6 receiving this bid and then putting in your response from the 7 meetings that you attended, discussions you had, your 8 experience at MFP, you would know that price relationship and 9 value added were the important factors that you were going to 10 be pushing in responding to this RFP or RFQ, rather? 11 A: Correct. 12 Q: All right. Now, if you'll turn to Tab 13 14, and we'll come back to this tab in a moment. And that's 14 document 23260. 15 A: Okay. 16 Q: You'll remember that document from 17 yesterday? 18 A: Correct, I do. 19 Q: That's the memo about the City of Toronto 20 that we discussed that contains the -- under opportunity, we 21 have developed very strong relations with a number of people, 22 all right? 23 A: Yes. 24 Q: All right. Remember that well, in the 25 last paragraph it reads as follows:

1 "In our [under our approach to this deal] 2 in our response to the RFP, we will -- 3 MADAM COMMISSIONER: Mr. Manes, last paragraph 4 of which? 5 MR. RONALD MANES: Under our approach to this 6 deal. 7 MADAM COMMISSIONER: Okay. 8 MR. RONALD MANES: Are you there with me? 9 MADAM COMMISSIONER: Yes. 10 11 CONTINUED BY MR. RONALD MANES: 12 Q: Mr. Domi? 13 A: I'm with you. 14 Q: "In our response to the RFP, we will 15 emphasis the importance of vendor 16 independence and the value added services 17 from MFP." 18 Do you agree with that? 19 A: Yes. 20 Q: "Our strategy is to win the RFP on price 21 relationship and value adds." 22 A: Correct. 23 Q: Correct? 24 A: Yes. 25 Q: "Once the deal has been awarded, we are

1 confident in the opportunities to enhance 2 our deal." 3 A: Correct. 4 Q: There were discussions about the 5 opportunities to enhance the deal? 6 A: Well, I assume deals change and things are 7 added and -- 8 Q: All right. 9 10 (BRIEF PAUSE) 11 12 Q: All right. Again: 13 "Once the deal has been awarded we are 14 confident the opportunities to enhance our 15 deal," 16 And then it goes on: 17 "The known opportunities are the sale 18 leaseback of four thousand (4000) desktops, 19 budget constraints in fiscal 1999 and 2000, 20 MFP's supply and services and the leasing 21 of other non-IT assets." 22 Now, let me just ask you. Was there 23 discussion regarding opportunities that included the leasing 24 of other non-IT assets? 25 A: At this point, no.

1 Q: I take it that it was sometime after the 2 awarding of this RFQ that there was some discussion regarding 3 the leasing of other IT assets -- other than IT assets at the 4 City? 5 A: We're always looking for opportunity to 6 lease. 7 Q: All right. Thank you. Let's go back to 8 Tab 6 for just a moment, then I want to take you on from 9 there. 10 Just for the record here at page -- document 11 number 6114, that's at page 5 of the actual document, this is 12 section 2.7. 13 A: I'm sorry, what Tab are we on? 14 Q: You're Tab 6, Mr. Domi. 15 A: Okay and on page? 16 Q: 2.7. 17 MADAM COMMISSIONER: Is that page -- 18 MR. RONALD MANES: I'm sorry, page 5 -- 19 MADAM COMMISSIONER: 6114. 20 MR. RONALD MANES: 6114 at paragraph 2.7. 21 THE WITNESS: Okay. 22 23 CONTINUED BY MR. RONALD MANES: 24 Q: Now, this says -- is entitled, the City's 25 right to reject, in bold black print. Underneath this:

1 "The City at its discretion may select any 2 one (1) quote, select part of one (1) or a 3 combination of more than one (1) quote or 4 reject any or all or part of any or all 5 quotes. The City is not obligated to 6 select the quote with the lowest price. 7 The City reserves the right to negotiate 8 with any or all respondents." 9 Did you have occasion when you did your brief 10 review to see that paragraph? 11 A: No, I can't recall seeing that, no. 12 Q: Anything in there surprise you? 13 A: No. 14 Q: All right. Now, I appreciate that you 15 only read this briefly, but as you say, you had discussions 16 with your colleagues, et cetera. 17 Is there anything in this RFQ that you could 18 point me to that says that the City was looking for a vendor 19 of record on all IT acquisitions or a vendor of record on 20 these particular -- this particular lease acquisition? 21 Anything in the RFQ that would assist the 22 Commissioner in understanding that issue? 23 A: Not that I know of. 24 MR. PAUL CAVALLUZZO: Just -- if I might 25 interject, I wonder if -- is there a definition of vendor of

1 record that is before the Commission, so that I understand 2 it? 3 MADAM COMMISSIONER: Mr. Manes? Well, maybe 4 we should ask Mr. Nigro (sic) if he knows what it means and 5 then we'll get a sense of what we're all talking about. 6 Did I call you Mr. Nigro? 7 THE WITNESS: Yes. 8 MADAM COMMISSIONER: I'm so sorry. 9 THE WITNESS: It's okay. 10 MADAM COMMISSIONER: I'm told I did that 11 yesterday, too. 12 THE WITNESS: Yes, you did. 13 MADAM COMMISSIONER: So, I apologize for now 14 and for yesterday. 15 THE WITNESS: That's fine. 16 MADAM COMMISSIONER: All right. So, at least 17 I didn't call Ms. Payne, Mr. Wolfraim. 18 Okay, sorry about that. 19 MR. RONALD MANES: That's quite fine. 20 MADAM COMMISSIONER: Might that make more 21 sense to get a sense of what Mr. Domi understands it to be? 22 THE WITNESS: A vendor of record? 23 MADAM COMMISSIONER: Yes? 24 THE WITNESS: Is that the question? 25 MADAM COMMISSIONER: Yes.

1 THE WITNESS: I think in my opinion, a vendor 2 of record, is an approved vendor for the City. 3 MADAM COMMISSIONER: And what does that mean? 4 THE WITNESS: I don't know. We're on the 5 record as being an approved vendor. 6 MADAM COMMISSIONER: And does that mean that 7 you are the vendor for all of the things that the City is 8 trying to acquire or not? 9 THE WITNESS: In particular to a quotation or 10 an RFQ, or responding to it. I mean -- I'm not exactly sure, 11 I shouldn't say that. 12 A vendor of record, in my opinion, is an 13 approved vendor being able to do business with the City. 14 15 CONTINUED BY MR. RONALD MANES: 16 Q: Does it mean that the approved vendor to 17 do business with the City, on a RFQ -- 18 A: Yes -- 19 Q: -- is the exclusive provider? 20 A: No, in my opinion, no. 21 Q: All right. Then it wouldn't mean that as 22 the -- the successful bidder on this RFQ, you were the 23 exclusive provider of all of the leasing technology -- lease 24 technology that is provided in this -- 25 A: Correct --

1 Q: -- in this RFQ, correct? 2 A: -- correct. 3 Q: All right. Now, tell me, what was the 4 process that you participated in at MFP to respond to this 5 RFQ? 6 A: There was a team of us, actually, at MFP 7 we're -- for some reason we're very successful at doing it, 8 but, we -- it always ends up being the eleventh hour where 9 everything is all put together and cut and paste and all that 10 stuff, always happens. 11 It happened on this particular incident. The 12 pricing in regards to how we were going to respond was a 13 decision made by Irene and perhaps senior people at MFP, I 14 mean I wouldn't have any say in pricing. 15 Q: Nor participation in the discussions as to 16 what the pricing was going to be? 17 A: No. 18 Q: All right. Yes, now what other -- 19 A: We would be -- 20 Q: -- process or considerations? 21 A: -- Sandy, Rob and I were together quite a 22 bit and looking at -- we looked at RFP's in the past of, say 23 the Province or other RFP's that we responded to, because you 24 can always make comparisons and actually Karim Kassam was 25 also involved somewhat because he was active in creating

1 responses and helped us with that quite a bit. 2 Q: All right. Let me just ask a question 3 about your answer. 4 A: Okay. 5 Q: Go to Tab 9 for a moment. 6 A: Okay. 7 Q: Tab 9 is document 29 -- 29280. That's the 8 draft RFP, City of Toronto Information Technology Services 9 Branch, dated April 30th, 1999 -- 10 A: Yes. 11 Q: -- that's what we discussed yesterday? 12 A: Yes. 13 Q: In your discussions, which I take it 14 included Mr. Kassam? 15 A: Yes. 16 Q: Regarding your response to the City's RFQ 17 -- City's leasing RFQ, did you review this document? 18 A: I have no recollection of reviewing this 19 document, no. 20 Q: All right. So, am I to take it from that 21 that the discussions with Mr. Kassam regarding responding to 22 the City's leasing RFQ and the review of any previous 23 Provincial responses did not include, as far as you can 24 recollect, any reference to this particular document, Tab 9, 25 the April 30th, 1999 draft?

1 A: I'm sorry, not that I can recall, no. 2 Q: All right. 3 A: And I probably wouldn't have challenged 4 anything they were saying because they were active for years 5 and they knew how this worked. 6 Q: In any event, as far as you can recall of 7 that part of the process, that part of the review and your 8 participation in it, you hadn't seen this document? 9 A: No, I have not. 10 Q: Now, how many meetings would there have 11 been with you and Mr. Pessione, Mr. Wilkinson, Mr. Kassam, 12 that you participated in? 13 A: Probably several, our offices are very 14 close, Sandy, Rob and I, so I'm -- I'm not the type of guy 15 who calls formal meetings, I just kind of barge in and out of 16 their offices. 17 Q: All right. If you were having to take 18 your best estimate, how much time would you have spent, 19 yourself or with other people at MFP, in preparing this 20 response? 21 A: I don't really know, I just -- the night 22 before we responded, we were there fairly late in putting it 23 all together. I mean -- actually Sandy and -- Karim wasn't 24 in the office, Sandy, Rob and I were and Karim was kind of 25 e-mailing so --

1 Q: All right. That had been the -- for you, 2 not for them, but for you would that have been a fifteen (15) 3 hour day, a twelve (12) hour day? 4 A: My days are always like that. 5 Q: Well, I'm talking about just in 6 preparation for this response? 7 A: Probably, yes. 8 Q: All right. 9 A: I'd say it was a long day. 10 Q: All right. Twelve (12) to fifteen (15) 11 hours would be a -- 12 A: Yes, I'd say it was -- 13 Q: Just -- 14 A: -- we ordered food in so it was a long 15 day. 16 Q: All right. And just in your preparation, 17 your own preparation time for this response, would this have 18 been a typical day in your preparation or was this a 19 particularly long day? 20 A: It was a particularly long day in the 21 office. 22 Q: So, if you look at your -- the other days, 23 we have between May 31st and June 11th, about how much time 24 would you yourself have spent, excluding this particular day 25 before or day of?

1 A: I'm sorry? 2 Q: I'm sorry -- was this the day before, was 3 this June the 10th, the day before the response was due? 4 A: Yes. 5 Q: All right. Now, prior to June the 10th 6 and after May 31st, when you -- when the RFQ was issued, 7 about how much time would you have spent in -- 8 A: Prior to submitting? 9 Q: Yes, prior to submitting? 10 A: We talked about it quite a bit. 11 Q: Give me your best estimate of how much of 12 your personal time would have been included, not when -- I 13 say your own time? 14 A: I don't know how much -- 15 Q: If we could get some general parameters, a 16 hundred hours? 17 A: I don't know -- 18 Q: Was that -- or you hope not? 19 A: Well, little high, I would -- I don't know 20 about a hundred (100) hours. 21 Q: All right. Would it be less than fifty 22 (50) hours? 23 A: Perhaps, yes. 24 Q: All right. 25 A: A lot of it was internal strategic and --

1 and effort -- we -- we also often look at how we respond to 2 generally, the Province and other public sector clients. 3 So, RFPs are something that we -- MFP is 4 pretty good at responding to. That's probably one (1) of our 5 strengths. 6 Q: All right. 7 8 (BRIEF PAUSE) 9 10 Q: Now, from what I understand from your 11 evidence yesterday, you as a -- as a rookie, were being 12 coached along by Irene Payne and Mr. Wilkinson? 13 A: Yes. 14 Q: All right. Did that include this 15 process, you were being coached along in terms of responding 16 to this particular -- 17 A: Yes. 18 Q: -- RFQ? 19 A: Yes. 20 Q: So you were in a learning curve, quite 21 frankly, weren't you? 22 A: Well, I mean there was just a lot of 23 stuff to -- it's -- maybe sit there and being five (5) months 24 into a job, it's -- it's -- it was a lot of information to 25 absorb for sure.

1 Q: As far as you were concerned, your value 2 to the company was not in how to respond to this, but in -- 3 in pursuing and -- and creating relationships on behalf of 4 the company? 5 A: We all had our different roles. 6 Q: And that that was your role? 7 A: I -- I believe my role was to be as -- as 8 good as the other salesmen at MFP in understanding our 9 business. 10 Q: Well, I -- I appreciate that, but in 11 terms of your ability as a rookie salesperson to participate 12 meaningfully in the process of -- of responding to this RFQ, 13 you deferred to Ms. -- Ms. Payne and Mr. Wilkinson, Mr. 14 Pessione; is that fair? 15 A: Yes. 16 Q: All right. You might say they coached 17 you along? 18 A: Correct. 19 Q: And my point to you is, that really 20 wasn't your strength here, your strength is in building 21 relationships, that was your role in the company, primarily? 22 A: Well, I was working on building all my 23 strengths. 24 Q: I appreciate that. 25 A: It wasn't easy.

1 Q: But you already had a strength in 2 building relationships? 3 A: I do my best. 4 5 (BRIEF PAUSE) 6 7 Q: Now, if you'll turn to Tab number 7, 8 that's Begdoc 23413. 9 10 (BRIEF PAUSE) 11 12 A: Okay. 13 Q: MFP Financial Services Limited, response 14 to request for quotes for leasing services for the City of 15 Toronto, dated June the 11th, 1999? 16 A: Yes. 17 Q: Yeah. We've talked about the fact that 18 this was, like the things often are, cut and paste at the -- 19 at the eleventh hour, so to speak? 20 A: Always. 21 Q: All right, and this was no exception, 22 this response? 23 A: No, no. 24 Q: Were you there at -- and that was done on 25 -- on June the 10th?

1 A: Yes. 2 Q: Did it carry over to June 11th? 3 A: June 11th we -- we -- we ended up putting 4 things in binders and boxes and Sandy -- actually Sandy and I 5 and Rob, the three (3) of us were kind of -- actually I've 6 got to give Sandy a lot of the credit for that particular 7 day, because he put them in nice binders and stuff, so... 8 Q: Well, during this whole period of -- of 9 time, May 31st, until June 11th, 1999, do you have disc -- 10 were you having discussions with anyone from the City? 11 A: I -- I can't recall that. 12 Q: When you say you can't recall, is it 13 possible that you were, you can't recall the events or person 14 or discussion? 15 A: I just can't recall at the time. 16 Q: Is there any reason that you can think of 17 that you wouldn't have had discussions with people from the 18 City -- 19 A: From -- 20 Q: -- between May 31st and June 11th, 1999? 21 A: So May 31st was the day we submitted? 22 Q: May 31st the day the RFQ came out and 23 June the 11th -- 24 A: Oh, I see -- 25 Q: -- the day you --

1 A: -- oh, I'm sorry -- okay, 'cause I keep 2 looking at this page here. 3 Q: Any reason you wouldn't have had 4 discussions with people from the City, sir? 5 A: If we had any questions to ask, to clarify 6 maybe. I think I would have probably turned to Sandy for 7 that if there was something that we couldn't understand or 8 didn't make sense to us. 9 Q: Well, as far as you were concerned, was 10 there any prohibition or anything wrong with having 11 discussions with the City during that period of time 12 regarding the RFQ? 13 A: I don't think so. 14 Q: All right. Now, let's go to June the 15 11th, let's go to -- it's Tab 7 where we are, the Request for 16 your response to the Request, and you'll see at -- right 17 below the cover page, document 23414? 18 A: Okay. 19 Q: See that letter? 20 A: Yes. 21 Q: Have you seen this letter before? 22 A: Yes. 23 Q: Did you see the letter at the time that 24 you sent it out? 25 A: Yes.

1 Q: That's your signature in the -- 2 A: Correct. 3 Q: All right. And in preparing to come here 4 to give evidence, you reviewed that -- reviewed this letter 5 amongst other documents? 6 A: Did I review this letter? Yeah, I've 7 looked at this letter. 8 Q: All right. Now -- then maybe you can help 9 us with this letter. First of all, when you signed your name 10 to this letter -- 11 A: Yes. 12 Q: -- did you read the letter? 13 A: I may have just kind of grazed through it. 14 Q: Grazed through it, do you make it a habit 15 of sending out letters that you just graze through? 16 A: Well, this is a cover letter in responding 17 to something. 18 Q: Well, let's just see, when you put your 19 name here, at the lower left-hand bottom, Dashnor Domi, you 20 would have seen that right under your handwritten name, was 21 your typewritten name, Dash Domi, right? 22 A: Yes, yes. 23 Q: And you would have seen that right under 24 that, is Regional Sales Manager? 25 A: Correct.

1 Q: All right. Now, let's just go to the top 2 of the letter. You would have seen that this letter was 3 address to Wanda Liczyk? 4 A: Yes. 5 Q: Right, you knew Wanda Liczyk? 6 A: Yes. 7 Q: You knew that she was the Chief Financial 8 Officer and Treasurer? 9 A: Yes. 10 Q: All right. At the Finance Department? 11 A: Yes. 12 Q: Now, this says Purchasing and Materials 13 Management Division, 18th floor, was Ms. Liczyk on the 18th 14 floor of the West Tower of City Hall? 15 A: I don't know what floor she was on. 16 17 (BRIEF PAUSE) 18 19 Q: Now, did you -- was this letter prepared 20 for you? 21 A: Yes. 22 Q: All right. Who prepared this letter for 23 you? 24 A: Sandy. 25 Q: Now, during the time that you were at MFP

1 from November 1998 to June 11th, 1999, you had frequent 2 communications with Sandy Pessione? 3 A: Our offices were right beside each other. 4 Q: All right. You worked together? 5 A: Correct. 6 Q: And, in fact, on the City of Toronto 7 account, you often talked about the City of Toronto account? 8 A: Yes. 9 Q: You would have talked to Sandy Pessione 10 about your relationship building? 11 A: My effort? 12 Q: Yes? 13 A: Yes. 14 Q: Your efforts with Mr. Jakobek? 15 A: Well, I'm sure I -- he was a name that 16 everybody knew. 17 Q: Your efforts with Jim Andrew? 18 A: Yes -- 19 Q: Your efforts -- 20 A: -- he knew Jim Andrew, so. 21 Q: You had something to talk about? 22 A: Yes. 23 Q: All right. And your efforts with Wanda 24 Liczyk? 25 A: I suspect so, yes.

1 Q: All right. So, when you saw this letter 2 prepared for you by Mr. Pessione and you saw that it was 3 going to Wanda Liczyk and it started Dear Wanda, did that 4 cause you any problems? 5 A: No. 6 Q: Why not? 7 A: I mean that's just how I would address it. 8 Q: Well, you knew her? 9 A: Dear Wanda or dear whoever. 10 Q: You didn't think that that was too 11 personal for a formal response to an RFQ? 12 A: No. 13 Q: All right. Because you knew Ms. Liczyk? 14 A: That's just how I would address anybody. 15 Q: But, in particular, you knew Ms. Liczyk? 16 A: I would probably address -- 17 MR. DAVID MOORE: My Friend knows there's 18 extensive evidence on the record over what the practice was - 19 - 20 MR. RONALD MANES: I'm asking the practice, 21 Commissioner, with respect to this witness and not the 22 practice at MFP. 23 MADAM COMMISSIONER: Yes. I understand. 24 THE WITNESS: I didn't understand -- 25 MR. DAVID MOORE: Well, if I could just finish

1 my submission on this point. 2 MADAM COMMISSIONER: Just before you do, Mr. 3 Moore, I think it's important when we have the witness on the 4 stand and he's about to give evidence on something that might 5 be controversial, that he be allowed to give the evidence at 6 this stage. 7 MR. DAVID MOORE: Then maybe the witness 8 should be excused while I make my submission. I don't want 9 there to be any suggestion I'm trying to affect the witnesses 10 evidence. 11 But, I do -- 12 MADAM COMMISSIONER: Okay. Mr. Domi, would 13 you mind leaving the room for a second, please. 14 THE WITNESS: Oh, sure. 15 16 (WITNESS RETIRES) 17 18 MADAM COMMISSIONER: Yes? 19 MR. DAVID MOORE: I understand -- 20 MADAM COMMISSIONER: I didn't want -- I was 21 concerned about -- 22 MR. DAVID MOORE: I understand. 23 MADAM COMMISSIONER: Okay. 24 MR. DAVID MOORE: And just so I understand -- 25 it's never been my understanding that this was intended that

1 this was intended to be an adversarial proceeding and from 2 the outset it was not supposed to be, as I understood it. 3 And independent of that, there's evidence in 4 the record as to what the practice was at MFP, both in terms 5 of RFP's and in terms of other communications to individuals, 6 whether it be City of Toronto or otherwise. 7 And in my submission, in fairness to this or 8 any other witness, and in fairness to my client, when putting 9 these kinds of questions there should be some context 10 provided. 11 It shouldn't be put as if this is something 12 unusual or to be implications that it was unusual when 13 there's evidence to the contrary. And the witness, in my 14 submission, should be asked about what if anything he knew 15 about the practice. 16 And it shouldn't be advanced in a kind of 17 adversarial way. And I'm concerned about that. This is one 18 (1) example, but there's some basic principles in my 19 submission that should be applied. 20 MADAM COMMISSIONER: Well, Mr. Moore, I guess 21 let me make a comment about two (2) things. 22 First, I'll ask Mr. Manes to respond to the 23 comments generally, about how to put this to the witness and 24 I know Mr. Anderson, I think, has some comments, as well. 25 But, from where I sit, maybe -- from where I

1 sit, it doesn't feel confrontational. And I have concerns if 2 you have concerns about Commission Counsel being 3 confrontational or if you see this process as being 4 confrontational because that is certainly not how I, as a 5 Commissioner, want Commission Counsel to be proceeding, and 6 it's not how I want to be proceeding. So, if there is some 7 concern about that, then I would like to hear about it. 8 Or, I would like you and the Counsel in this 9 room to discuss it, if that's a concern. All right. So, 10 I'll just leave that -- 11 MR. DAVID MOORE: I can deal with that, I've 12 had some informal discussions and I don't think now is 13 necessarily the time and place to expand upon that, but, 14 there are some concerns. 15 MADAM COMMISSIONER: Now, Mr. Anderson, before 16 I call on Mr. Manes? 17 MR. WILLIAM ANDERSON: My concern had to do 18 with the follow up question, when Mr. Domi said that it was 19 his practice to do that with her or anyone else. And then 20 the question followed, in particular, you knew Ms. Liczyk. 21 And that's in context to who? I don't understand from that 22 question, what he's relating, in particular, he knew Ms. 23 Liczyk. 24 The suggestion is, that he knew her much 25 better than everyone else, and that's why he used the term,

1 Wanda. 2 MADAM COMMISSIONER: Okay. I thought he was 3 just saying you knew her so therefore, you addressed it as 4 Dear Wanda, even though it was a formal document. 5 But, Mr. Manes...? 6 MR. RONALD MANES: Each witness in the 7 Inquiry, whether they be witnesses who are employed by MFP, 8 City witnesses or other witnesses should have an opportunity 9 to give their own understanding in response to questions and 10 not be placed in a position to be presented with the 11 understanding or policies of someone else. 12 I'm asking the witness for his own 13 understanding of the Dear Wanda salutation, and not what -- 14 and if the witness would say, well, that was the policy at 15 MFP, that's fine. 16 If the witness says, that's my own practice 17 and I want to ask the witness that is in particular in 18 relation to Ms. Liczyk, given that he knew her, then that is 19 not adversarial, Commissioner, as far as I'm concerned, that 20 is just trying to give the witness the full opportunity to 21 express the reasons why this would be Dear Wanda. 22 That is a controversial area and an area in 23 which the witness who signed the letter can be most helpful 24 to you. 25 And that is an area that -- that we should

1 pursue as Inquiry Counsel. 2 MADAM COMMISSIONER: Mr. Moore? 3 MR. DAVID MOORE: Well, I have a thought that 4 that series of questions should include some questions about 5 the practice, what the witnesses knowledge was, if any, and 6 by reference to other examples, if he can comment on that, or 7 had knowledge of that in the record. 8 Otherwise the witness is being asked to -- to 9 answer in a way that's out of context, as far as I'm 10 concerned. 11 MADAM COMMISSIONER: Well, I don't think 12 there's anything wrong, Mr. Manes, with you asking Mr. Domi 13 what his practice is. 14 And then if you want to ask him later on what 15 he knows of MFP's practice, then I don't have any difficulty 16 with that either. 17 MR. WILLIAM ANDERSON: But is the suggestion 18 that this letter is outside of his normal practice, and I 19 took it from Mr. Manes' questions, that he suggesting to this 20 witness that it is. 21 MADAM COMMISSIONER: Well, I took -- I didn't 22 take that from his question. But, I took it from Mr. Domi's 23 response that this is what he would do in any event, whether 24 or not he knew the person. 25 MR. WILLIAM ANDERSON: That's certainly what I

1 understood Mr. Domi's evidence to be that. And now I 2 understand Mr. Manes to be cross-examining him on the issue. 3 MADAM COMMISSIONER: Oh, no, honestly, Mr. 4 Anderson, I don't think that's fair. I don't see it as 5 cross-examination at all, from where I sit. 6 I'm the one (1) ultimately who has to write 7 the report and make the recommendations. All I heard Mr. 8 Domi say, is Mr. Pessione wrote the letter, I signed it, I 9 don't have any -- I didn't think it was too personal for a 10 response to a RFQ. It didn't matter that I knew her, that's 11 how I would address anyone. 12 So, you know, if -- Mr. Manes can ask a couple 13 more questions if he wants and I'm quite happy if he wants to 14 ask about what MFP's policy was. We've heard from other 15 witnesses that this was not so unusual to address first name. 16 And certainly you, Mr. Anderson, took one (1) 17 of the previous witnesses through about seventeen (17) 18 letters, I think it was. 19 MR. WILLIAM ANDERSON: Yes, I did. 20 MADAM COMMISSIONER: And so -- but, I don't 21 think there's anything wrong with starting out in the 22 beginning of the examination of something like this, with 23 asking what the individual witness knew or did, and what his 24 personal practice was first. 25 If Mr. Manes wishes to go on to the MFP

1 practice after that, he can. If he doesn't, I'm sure that 2 either Mr. Cavalluzzo or Mr. Moore will take him to that. 3 But, Mr. Manes, given the concerns that have 4 been raised, I don't have any problem if you want to raise 5 that with him now, after you finish asking him about his 6 personal views. 7 MR. RONALD MANES: Thank you, Commissioner. 8 MADAM COMMISSIONER: All right. Would you 9 bring him back in please? 10 Thank you. 11 12 (WITNESS RESUMES) 13 14 MADAM COMMISSIONER: Okay, Mr. Domi. 15 16 CONTINUED BY MR. RONALD MANES: 17 Q: Mr. Domi, we're back to -- 18 A: Yes. 19 Q: -- Dear Wanda. 20 A: Okay. 21 Q: All right. Now, I take it when you 22 respond -- when you saw this response drawn for you by Mr. 23 Pessione, Dear Wanda, you were not uncomfortable with -- 24 A: No. 25 Q: -- using the Ms. Liczyk's first name?

1 A: No. 2 Q: And it would have been -- one (1) of the 3 reasons for your comfort would have been that you knew Ms. 4 Liczyk? 5 A: I know her on a first name basis, I guess. 6 Q: You knew her on a first name basis? 7 A: Yes. 8 Q: All right. 9 A: I wouldn't call her Ms. Liczyk. 10 MADAM COMMISSIONER: Sorry, what? 11 THE WITNESS: I don't know, I just -- 12 MADAM COMMISSIONER: I just didn't hear what 13 you said. 14 THE WITNESS: I don't know that I would call 15 her -- like -- 16 MADAM COMMISSIONER: Okay. 17 18 CONTINUED BY MR. RONALD MANES: 19 Q: Well, that's the point isn't it, you're 20 not -- you knew her on a first name basis, you weren't about 21 to call her Ms. Liczyk? 22 A: Well, after all, she's a year or two (2) 23 older than I am, so -- 24 Q: Yeah, all right. Now, what was the MFP 25 practice in responding to letters and using first names or

1 last names, did you know of any practice at MFP? 2 A: No. 3 Q: And when you saw this -- this Dear Wanda, 4 was the first thing in your mind or any in your -- was 5 anything in your mind about what the practice was at MFP 6 about how to word the salutation, or was -- was this solely a 7 comfort level with you personally? 8 A: Well, I just think Sandy knew the type of 9 informal person that I am, and he probably just put on there 10 on his own. I'm just an informal indiv -- individual. 11 Q: In any event, you were comfortable with 12 Dear Wanda? 13 A: Yes, I'm not uncomfortable with that at 14 all. 15 Q: All right. Let me take you to the -- to 16 the third paragraph: 17 "Please direct any questions regarding this 18 RFP to me, [and phone number]." 19 That's your phone number? 20 A: That's my office number, yes. 21 Q: All right, that's your direct line? 22 A: Yes. 23 Q: "And that we at MFP look forward to 24 partnering with the City to ensure the 25 success of this very exciting project."

1 Now, do you remember reading those words at 2 that time? 3 A: I do not remember reading those words. 4 Q: All right. 5 A: But I'm sure I -- I did. 6 Q: All right. It says that, any directed 7 questions regarding this RFP should be to you personally; 8 right? 9 A: I -- correct. 10 Q: Were you frankly, capable of -- of 11 responding to direct questions about an -- an RFQ that you 12 had only read briefly? 13 A: No. 14 Q: And wouldn't -- did you really read this 15 response? 16 A: This -- 17 Q: This Tab -- Tab number 7, this R -- the 18 response to the RFQ? 19 A: The whole response? 20 Q: Yes, did you read it? 21 A: No. 22 Q: All right. So I guess I'm wondering as 23 to -- to why, if you know, you may not; why you would be the 24 one (1) to respond to with any questions? 25 A: If we had put down Rob or Sandy, I

1 wouldn't have a problem with that at all. 2 Q: All right, you probably would have been 3 more comfortable if the question went directly to them than 4 through you? 5 A: Probably. 6 Q: All right. Why is this submitted by -- 7 by you, Mr. Domi, rather than -- than Rob Wilkinson, Rob 8 Ashbourne, Irene Payne, who you say you considered this her 9 deal? Why you? 10 A: I guess I was one (1) of the key guys 11 working on it. 12 Q: I appreciate you were, but you were the 13 only guy who -- only person who signed it? 14 A: Correct. 15 Q: Could it be because it was you who had 16 the relationships with the City? 17 A: It probably was me because I don't know 18 who, if anybody -- I don't know, maybe because I was the 19 sales guy on it, and I think that's basically it. 20 Q: I -- I appreciate that, what you're 21 saying is you were the only salesperson on this that was 22 dealing directly with the City. Mr. Ashbourne was already -- 23 A: Right. 24 Q: -- out by this point? All right. This 25 is signed, Regional Sales Manager?

1 A: Yes. 2 Q: You saw that at the time you signed this 3 letter? 4 A: Yes. 5 Q: All right. Could you tell me, in your 6 contract you are described as a -- in effect, a sales 7 representative? 8 A: Yes. 9 Q: And you just described yourself as a -- a 10 salesperson? 11 A: A salesperson, yes. 12 Q: The salesperson for this account? 13 A: Yes. 14 Q: Why are you described here as Regional 15 Sales Manager? 16 A: I -- I don't know, I mean it wouldn't 17 make a difference to me if it just said Dash Domi, 18 personally. 19 It might have been a -- a template, because 20 Sandy would create all the responses, or maybe he just had a 21 template of a cover letter that he used prior to, and it said 22 sales -- or Regional Sales Manager, but it wouldn't make a 23 difference to me in any -- in any way. 24 Q: You say it wouldn't make a difference to 25 you, but, sir, that's -- you weren't really the Regional

1 Sales Manager? 2 A: No, I was not. I don't know what a 3 Regional Sales Manager would be at MFP anyway. 4 Q: Now, when you -- when you go this letter 5 drafted for you by Mr. Pessione, and you saw Regional Sales 6 Manager, and signed it. Didn't that give you any cause for 7 concern, that you were signing something that was inaccurate 8 in respect to the description of your capacity at the 9 Company? 10 A: I just never really paid attention to it. 11 I mean I -- I don't know about titles at our company, we all 12 just worked together and -- 13 Q: I guess of course you're talking about 14 internally everybody knew you weren't the Regional Sales 15 Manager? 16 A: Yeah, I mean I knew myself that -- 17 Q: All right. 18 A: -- I don't know who was a Regional Sales 19 Manager, or what a Regional Sales Manager would stand for, 20 within our company. Region of what? I -- I don't know. 21 Q: You've got me, I wasn't there. 22 A: No, I'm just saying I don't know. 23 Q: All right, and I appreciate that. 24 A: Just trying to clarify that for you. 25 Q: But to somebody receiving this, they

1 don't know what goes on in your company, they would assume 2 that Dash Domi was the Regional Sales Manager, isn't that 3 fair to say? 4 A: I don't know what's fair to say really. 5 Q: Well, but somebody seeing this letter 6 would see Dash Domi, Regional Sales Manager, wouldn't they 7 assume that you were the Regional Sales Manager? 8 A: I think more importantly the content of 9 the response rather than the covering letter, would be more 10 important to whoever receiving this response. 11 Q: I appreciate that content is important, 12 substance is important, we talked about that. But someone 13 receiving this would assume, would they not, that you were 14 the Regional Sales Manager? 15 A: I suppose. 16 Q: And didn't that give you any cause for 17 concern that that wasn't true, that they would be under a 18 mis-impression? 19 A: I don't know what titles were at -- like 20 a Regional Sales Manager within our company, more 21 importantly, I would know who or what a Regional Sales 22 Manager is. 23 So, for me to -- for it to be a cause of 24 concern for myself or anybody receiving this, I don't know 25 why that would be.

1 Q: Well, you knew the truth, you weren't the 2 Regional Sales Manager? 3 A: Correct. 4 Q: But I'm talking about people who don't 5 know the truth, and only know what you tell them, you were 6 telling them here that you're the Regional Sales Manager and 7 that wasn't the truth? 8 A: I was not telling them that. 9 Q: Well, you signed your -- your name right 10 over it. 11 A: I did, correct. 12 Q: And it says, Regional Sales Manager -- 13 A: Right. 14 Q: -- aren't you telling them that you're 15 the Regional Sales Manager? 16 A: I didn't create this letter. 17 Q: I see. So, I take it, to be honest here, 18 you signed what was put in front of you? 19 A: I thought it was very -- a very simple -- 20 simple thing, I didn't think it was a major issue at the 21 time. 22 Q: All right. 23 A: Cover letter and responding to an RFP. 24 Q: All right. 25 A: I still don't.

1 Q: And you still don't see anything wrong 2 with this? 3 A: Well, I -- it's not that I see anything 4 wrong with it, but within our company, a Regional Sales 5 Manager, I don't know who is a Regional Sales Manager and who 6 isn't. 7 Q: All right, but I'm talking outside of the 8 company, you don't see anything wrong in -- in a letter that 9 represents you to be the Regional Sales Manager, when in fact 10 you're not? 11 A: I'm a sales -- I'm a salesman, I'm a 12 sales executive, I'm a sales representative, I mean I've had 13 a few different cards that said sales. 14 Q: As you sit here today -- 15 A: Correct. 16 Q: -- do you see anything wrong with 17 representing to the public, and in particular to the City, 18 that you, Dash Domi, were the Regional Sales Manager at MFP? 19 A: I was not a Regional Sales Manager. 20 Q: Do you see anything wrong with 21 representing that you were? 22 A: I -- I don't know how to comment on that 23 question. I worked in sales, I was not a manager. 24 Q: Do you see anything wrong with 25 representing yourself to the City as the Regional Sales

1 Manager, when in fact that was not true? 2 A: I just can't see anything wrong with it. 3 Q: All right. 4 MR. PAUL CAVALLUZZO: Just -- just before My 5 Friend goes on, is there going to be any evidence that the 6 City of Toronto, with 5 million people, may have been swayed 7 by this misnomer, if we can call it that. I wonder if 8 there's going to be any evidence to that effect? 9 MADAM COMMISSIONER: I have no idea. 10 MR. RONALD MANES: Well, Commissioner, the -- 11 the point of my question was not the effect of the 12 representation, but the fact that the representation was 13 made, and the witness' response to it. And he's given that 14 -- that response. 15 MR. PAUL CAVALLUZZO: That's -- that's not at 16 all the case, because the witness was asked, what would the 17 impression be of somebody reading this letter. So, the 18 questions were directed to the effect that this alleged 19 representation would have. 20 MR. DAVID MOORE: And if I can say, it wasn't 21 just that he was asked what the effect would be, it was put 22 to him that the City would be misled, and that this was a 23 representation. 24 I'm not aware that there's going to be -- I've 25 been involved in this a little longer than Mr. Cavalluzzo,

1 I'm not aware, I have not been notified of any evidence 2 that's going to be forthcoming from any City witnesses that 3 will indicate that they were in any way misled, swayed, 4 influenced by the salutation on this -- on this cover letter 5 relating to the RFP. 6 Now, if there's going to be such evidence, 7 fair enough, I'd like to be on notice of that, I'm not at 8 this juncture in this process, but -- but that's the way 9 things stand right now. 10 MADAM COMMISSIONER: Ms. Rothstein...? 11 MS. LINDA ROTHSTEIN: I -- I don't know the 12 answer to the question of whether the City was misled or not. 13 I don't know if our witnesses have been asked that question 14 or not. 15 What I -- what I simply say, Commissioner, is 16 that to define the issue before you as one (1) in which the 17 only relevance of a question like that is if it actually had 18 an affect, is to my way of thinking, an inappropriate view of 19 what you're trying to do here. 20 I think you're trying to give some assistance 21 to the City and to others, about what is a sort of proper 22 practice across the Board in terms of making representations 23 to the City on deals such as this. And to the extent this 24 may shed some, probably not much, but some light on that 25 issue, in my respectful submission, that's the end of the

1 relevance in the Inquiry. Thank you. 2 MADAM COMMISSIONER: Thank you. 3 4 (BRIEF PAUSE) 5 6 MR. RONALD MANES: Let me just follow up 7 those -- those comments by counsel. 8 9 CONTINUED BY MR. RONALD MANES: 10 Q: Was it the practice at MFP to call a 11 salesperson a Regional Sales Manager? 12 A: I -- I don't know, Mr. Manes. What -- 13 who was called what, or what the practice was of the 14 different individuals and how they responded and I don't know 15 what the practice was. 16 Q: If Ms. Payne had testified that calling 17 you a Regional Sales Manager was wrong, would you agree with 18 that? 19 A: Yeah. 20 21 (BRIEF PAUSE) 22 23 Q: There were discussions that, I take it, 24 you were not involved in at MFP, with respect to pricing? 25 A: Correct.

1 Q: Did you at least hear anything about the 2 results of those discussions? For example, MFP's 3 determination to be the lowest price, what their thoughts 4 were about what their competitors were going to price it at, 5 et cetera? 6 A: Yeah, I did -- I was privy to some of 7 those. At the time, I believe we -- we were really geared on 8 GE, because they were very aggressive, GE was our main 9 competitor. And we were, as Irene's words were, we were 10 going to price this to win. 11 And, well, she'd always take an approach to 12 win no matter -- in deals obviously, she's had a lot of 13 success over the years. 14 And in regards to Dell, Dell seemed to be 15 everywhere in the City at the time. So, I think our two (2) 16 main competitors we felt were GE, because of the Province and 17 how aggressive they were and I'd say Dell. 18 Q: Did you have any impression from what you 19 heard around MFP from Ms. Payne, Mr. Pessione, as to the 20 level of confidence that they had that the price that MFP was 21 quoting here would be the lowest price? 22 A: Actually, I got that impression from Irene 23 that she wanted to go in with a strong bid to win. 24 Q: Was there any discussion about pricing the 25 bid at a level where there was a potential of MFP losing

1 money? 2 A: Yes. 3 Q: Was MFP prepared to lose money if they had 4 to get this account? 5 A: I really followed their direction on that. 6 They just -- City of Toronto being as we said, the biggest 7 City in Canada, major Y2K opportunity was prepared to take 8 risk in the deal, I guess. 9 Q: In answer to my question, was it -- did 10 you have an understanding that MFP was prepared to risk 11 losing money if it had to, to get this account? 12 A: I didn't hear those words, but I'm sure. 13 Q: All right. You gave evidence before that 14 deals change, for example, things are added, et cetera? 15 A: Yes. 16 Q: All right. And every time a deal changes, 17 the profit picture is different, as well? 18 A: I don't know, it depends on what changes, 19 I mean, we were -- we were probably one (1) of the only 20 company's that were vendor and project neutral. So, things 21 do change. 22 Q: All right. Well, we heard evidence -- 23 A: Yes -- 24 Q: -- about this -- 25 A: -- I'm sorry.

1 Q: We heard evidence about this from both, 2 Mr. Wolfraim and -- 3 A: Okay. 4 Q: -- and Ms. Payne, but when there are 5 modifications or changes to a deal, it can enhance the 6 profit? 7 A: I would have to take direction on that. I 8 wouldn't know where or how those changes would enhance or 9 improve the deal. 10 Q: In terms of how, what the impact of the 11 particular numbers would be -- 12 A: Yes. 13 Q: All right. But just in the overall idea 14 when deals change, it can enhance the profit, do you have a 15 problem in answering your understanding in that regard? 16 A: Yeah, I mean at the time, I would not know 17 how the deal would improve or -- for all intents and purposes 18 change to a negative or a positive, I wouldn't really know. 19 Q: This deal, at least according to the RFQ 20 and your response was a three (3) year lease deal with a 21 guarantee period of three (3) months at a particular price? 22 A: A guarantee period of three (3) months? 23 Q: Yes? 24 A: Yes. 25 Q: You would know that?

1 A: Yes. 2 Q: All right. And would -- 3 A: I'm sorry, I was going to say ninety (90) 4 days is the number. 5 Q: Ninety (90) days, quite right. 6 A: Okay. 7 Q: Quite right. Thank you. And you would 8 know at that time, that if the deal wasn't done in this 9 guarantee period of this ninety (90) days, other numbers 10 applied? 11 A: I don't know that for a fact, what applies 12 or -- Mr. Manes. 13 Q: You knew that -- I take it, that the 14 process at MFP was to go to the Investment Committee? 15 A: Yes. 16 Q: There the Investment Committee would deal 17 with the numbers? 18 A: Yeah. They talk -- I always would say 19 they talk their own language. 20 Q: Right. You wouldn't go to the Investment 21 Committee or -- or would you? 22 A: I've never been to Investment Committee. 23 Q: You wouldn't make any representations 24 before the Investment Committee? 25 A: I just wouldn't -- I don't know how

1 convincing it would be. 2 Q: All right. Mr. Wilkinson, did he go? 3 A: Yeah. He -- Rob was -- well, Rob was a 4 VP of the company, so. 5 Q: All right. Did you ever see one (1) of 6 these yellow sheets? 7 A: Yes. 8 Q: All right. Would you go to Tab 13. 9 A: Okay. 10 Q: Now, that's Document 23259. It's called 11 Transaction summary. On the -- and at the upper right it 12 says yellow sheet, revised June 7th, 1992. 13 14 (BRIEF PAUSE) 15 16 Q: City of Toronto and then it has a lot of 17 numbers on it. 18 A: Yes. 19 Q: This way for a thirty-six (36) month 20 term, you see that? 21 A: Yes. 22 Q: Have you seen this document before? 23 A: I saw it in the evidence when it was put 24 to me. 25 Q: When was that?

1 A: I -- I don't know. 2 Q: Y -- y -- are you talking about something 3 that relates to your Counsel or something here? 4 A: No, I mean, when -- when I was handed a 5 binder of evidence, I think it was sent from yourselves -- 6 Q: All right. 7 A: -- Commission Counsel. I saw this 8 document. 9 Q: All right. I'm not interested in 10 anything that -- that you discussed with your -- your 11 Counsel. 12 A: No. No. 13 Q: What I am interested in is whether when 14 you looked at this document you can say whether or not you 15 had seen it before? 16 A: I don't know that I've ever seen this 17 before. I don't think I did. 18 Q: All right. You said you'd seen yellow 19 sheets before? 20 A: Yes. 21 Q: I take it this wasn't necess -- this 22 wasn't one of them? 23 A: No, I ne -- this was not one of them. 24 Q: Now, did you have -- did somebody explain 25 to you what these yellow sheets were all about at some point

1 at -- at MFP? 2 A: Very -- very vaguely. I mean, Rob would 3 always look it over. I mean, it was -- it was an internal 4 document. It probably was -- transaction descriptions were a 5 funding tool for ourselves and the -- the residual investment 6 details is a grid based on our pricing. 7 Q: All right. You -- you -- very -- you 8 very vaguely understood what these -- 9 A: Yeah, vaguely. Yeah. 10 Q: -- things were all about? 11 A: Yes. 12 Q: You knew enough that the residual 13 investment details were -- were portrayed here somewhere? 14 A: Yes. 15 Q: You see here, this one says hardware 16 thirty-one million two hundred thousand (31,200,000)? 17 A: Yes. 18 Q: Soft costs eleven million nine hundred 19 and fifty thousand (11,950,000) -- 20 A: Yes. 21 Q: -- and the total for all that is forty- 22 three million one hundred and fifty thousand dollars 23 ($43,150,000)? 24 A: Yes. 25 Q: Now, as I understand it -- you can agree

1 -- disagree with me, that's what the -- part of the RFQ was 2 forty-three million one hundred and fifty thousand dollars 3 ($43,150,000)? 4 A: Well, I was also told within the RF -- w 5 -- because I -- like I said, I didn't read through the RFP in 6 detail but the $43 million was -- I don't know that was a 7 number that was in the RFP from what I was told from our -- 8 our people. 9 Q: All right. Well, th -- this may not -- 10 may or may not re -- refresh your memory, here. If you'll 11 turn to Tab 1 for just a moment. 12 A: Tab? 13 Q: Tab 1 of your -- of your binder there. 14 A: Okay. 15 Q: This is a letter dated June 7th or this 16 document 3902. 3902. It's a letter dated June 7th, 1999 17 from Mr. Spizarsky at purchasing and it's an addendum to the 18 RFQ. Did you ever see that? 19 A: I can't recall seeing it. I'm sorry. 20 Q: All right and if you can go to Tab 3, 21 Document 3907. 22 A: Okay. 23 Q: You will see that -- that it's part of 24 this addendum -- 25 A: Yes.

1 Q: -- and it says estimated leasing volumes? 2 A: Yes. 3 Q: And it has approximate value for each 4 asset type? 5 A: Correct. 6 Q: Now, if you add all those up -- well, 7 first of all, have you ever seen that? 8 A: Yes. 9 Q: All right. Good. If you add all those 10 up by my fingers, it's forty-three million one hundred and 11 fifty thousand dollars ($43,150,000) 12 A: Yes. 13 Q: All right. When you say you saw that why 14 is it that -- you can remember that -- seeing that particular 15 document? Did you see it at the time? 16 A: Yeah. I just -- I -- I can't recall when 17 I saw this table but I -- I have seen it. 18 Q: All right. Let's go back to Tab 13 then. 19 That's the -- the yellow sheet. 20 A: Okay. 21 Q: Now, we see that there's the -- the fixed 22 term rent payment? 23 A: Okay. 24 Q: Right? 25 A: Yes.

1 Q: And then there's the term thirty-six 2 (36). What would that relate to? See in the left hand 3 corner, right in the middle. Thirty-six (36) term. 4 A: Number of payments? 5 Q: So that would be thirty-six(36) payments? 6 A: Yes. 7 Q: So that would mean three (3) years? 8 A: Yes. 9 Q: All right and the debt rate, what would 10 that mean? 11 A: I'm not exactly sure. Payment frequency 12 -- something. 13 Q: And we -- we've heard evidence here that 14 -- that the -- the -- that meant the cost of MFP borrowing 15 money. 16 A: Because the funding -- this is a funding 17 component of our yellow sheets. I'm not sure exactly what it 18 is. 19 Q: All right. Now, you see where it says, 20 next line below, cash margin estimate? 21 A: Yes. 22 Q: Then it has present value of the rent 23 plus additional income less the equipment cost and any 24 additional cost and MFP's cash investments? 25 A: Yes.

1 Q: And then it has underneath that, plus 2 present value of equipment residuals? 3 A: Yes. 4 Q: Let me ask you questions. Just general 5 questions. 6 First of all, did you have any understanding 7 of what the point was in all these calculations, the cash 8 margin estimate? 9 A: Well, the $5.3 million was the MFP cash 10 investment into the deal. 11 Q: And then -- 12 MADAM COMMISSIONER: Is that what you 13 understood at the time or is that what you now know because 14 you know how to read the yellow sheet? 15 THE WITNESS: I -- I -- I -- I believe that 16 -- that I recall it at the time -- 17 MADAM COMMISSIONER: Okay. 18 THE WITNESS: -- the discussions were going 19 around -- going on. 20 21 (BRIEF PAUSE) 22 23 CONTINUED BY MR. RONALD MANES: 24 Q: And then the present value of the eq -- 25 the equipment residuals is -- is subtracted from that?

1 A: Yes. 2 Q: All right and -- and we've heard evidence 3 that that means what they -- the company estimates the value 4 of all this equipment would be in today's dollars? 5 A: Correct. 6 MR. DAVID MOORE: W -- well, I'm not sure 7 that that's exactly the articulation of the evidence that 8 we've heard. 9 MADAM COMMISSIONER: Okay. 10 11 CONTINUED BY MR. RONALD MANES: 12 Q: Well, what's your understanding of what 13 that -- that present value of equipment residuals means? 14 A: That's what I -- that's what I believe it 15 means. 16 Q: All right, that makes two (2) of us. In 17 any event, then underneath that, equals net cash margin? 18 A: Yes. 19 Q: And that -- that's a negative number 20 there? 21 A: Yes, with brackets, yes. 22 Q: All right. One million four hundred and 23 fifty-one thousand one hundred and six dollars ($1,451,106)? 24 A: Yes. 25 Q: What does that mean, just in general

1 terms, to you, at the time? 2 A: MFP was not making any money on this 3 particular transaction. 4 Q: Could that mean, correct me if I'm wrong, 5 that MFP could lose a million four hundred and fifty-one 6 thousand one hundred and six dollars ($1,451,106), on the 7 transactions described in this yellow sheet? 8 A: I don't know about lose. I don't know 9 how we'd be losing over a thirty-six (36) month term on -- on 10 that, per se. 11 Q: So that your understanding is at least, 12 that it means that MFP is not making any money on this deal? 13 A: Correct. 14 Q: Now, at the time when they -- we've been 15 giving evidence about the discussions on the -- on the bid 16 and that Ms. Payne was pricing this to win? 17 A: Yes. 18 Q: And there was discussions about the 19 possibility that MFP could lose money at that price? 20 A: I didn't hear discussions on MFP looking 21 to lose money or potentially losing money. 22 Q: In any event, was there discussions about 23 the fact that -- that this lowest bid or the bid put in by 24 MFP could result in MFP making no money on it? 25 A: It -- in the bid response, I think MF --

1 from our point of view, MFP, it wasn't a profitable deal. 2 Q: It was not a profitable deal? 3 A: No. 4 Q: Now, my question to you is this. If this 5 was not a profitable deal at this point, and you were on a 6 draw against commissions. You were on a draw against 7 commissions weren't you? 8 A: Yes. 9 Q: How were you going to make money on this 10 deal? 11 A: I -- I just looked to direction from the 12 team of people I worked with, whether -- I mean there was -- 13 not something I really thought about at the time. 14 15 (BRIEF PAUSE) 16 17 Q: Now you had your -- this -- this contract 18 that you signed, back at the end of October? 19 A: Correct. 20 Q: 1998. It had an addendum to it, remember 21 I took you to that addendum? 22 A: Correct. 23 Q: And it had all kinds of calculations 24 about how your commission would be calculated, you remember 25 that?

1 A: Right. 2 Q: I think your -- your evidence was you 3 hardly read it and didn't understand it? 4 A: Correct. 5 Q: But didn't you wonder how it was going to 6 work out in terms of those calculations or -- or somehow 7 else, whether it's in your discretion or whatever, as to how 8 you would be compensated, if at all, for this deal? 9 A: I -- I wasn't particularly concerned 10 about the compensation of the deal at the time. I just 11 wanted to win the deal and have some portfolio, because I had 12 nothing. 13 Q: Quite right, you -- you were confident at 14 that point that you had done the job that was expected of you 15 at least? 16 A: Well, I did the best I could. I mean I 17 don't know what's expected of me, but I did the best I could 18 do. 19 Q: There was -- there was no negative 20 feedback from management, that you were not doing a good job? 21 A: Not to this day. 22 Q: All right. 23 24 (BRIEF PAUSE) 25

1 Q: Well, when you received the commission of 2 $1.2 million, that would have told you something, wouldn't 3 it, about how good of a job you did on the City of Toronto 4 account? 5 A: I just did my job. 6 Q: But it would have told you something about 7 how you -- how well you did on the City of Toronto account, 8 wouldn't it? 9 A: Wouldn't measure it on my commissions, I 10 still feel I did my job as best I could and -- 11 Q: Well, now, Mr. Domi, you gave us evidence 12 yesterday that you were a results oriented guy? 13 A: Correct. 14 Q: You got a $1.2 million commission on this 15 -- on the City of Toronto deal, correct? 16 A: And my company paid me. 17 Q: That was the result of all of your efforts 18 in relation to the City of Toronto account? 19 A: I could not have possibly done a thing 20 without the support cast of Rob, Irene, Sandy. I couldn't 21 have done a thing in the City of Toronto without the team of 22 individuals that we worked together. 23 Q: But this $1.2 million was not awarded to 24 the team, sir, it was awarded to you? 25 A: Correct.

1 Q: So, you, in receiving that commission 2 surely must have felt that you had done a good job on the 3 City of Toronto account? 4 A: I suppose I did do a good job. That's for 5 my company to answer. 6 7 (BRIEF PAUSE) 8 9 Q: Let me just pick upon that for a moment. 10 A: Sure. 11 Q: Did you ever go in to Irene Payne and say, 12 thank you? 13 A: I've often told Irene I was grateful for 14 the opportunity to be hired. 15 Q: Yes, but we're talking about commission 16 here, sir, did you ever go in and say, Irene, I just saw how 17 much money I'm getting for my commission, thank you? 18 A: I don't think I said that. 19 Q: Did you ever discuss the commission, at 20 any point, with Ms. Payne or any other representative in the 21 Company? 22 A: I've probably discussed it with Rob 23 Wilkinson and Mike Flanagan, if anybody. I would never -- 24 Q: I did make a mistake, when you got this 25 commission, Ms. Payne wasn't there?

1 A: Correct. 2 Q: Did you ever go into Mike Flanagan and say 3 to Mr. Flanagan, he was Ms. Payne's successor? 4 A: Yes. 5 Q: Thank you, Mr. Flanagan? 6 A: What I did say to Mr. Flanagan, was I 7 don't think I deserve all this because Rob was the one (1) 8 who did all the work. 9 Q: And Mr. Flanagan said what in response? 10 A: He gets compensated. 11 MR. PAUL CAVALLUZZO: My -- excuse me, if I 12 can interject. I'm positive that the witness said that 13 yesterday, gave that complete evidence yesterday. 14 MADAM COMMISSIONER: It sounds very familiar 15 to me too, Mr. Cavalluzzo. 16 MR. PAUL CAVALLUZZO: Yes. 17 MADAM COMMISSIONER: Mr. Manes, is there 18 anything different about what you're bringing out here than 19 what you brought out yesterday? 20 MR. RONALD MANES: I -- 21 MADAM COMMISSIONER: He said that he said that 22 to Mr. Flanagan yesterday. 23 MR. RONALD MANES: Yes. All right. I stand 24 to be corrected on that. 25

1 (BRIEF PAUSE) 2 3 MADAM COMMISSIONER: He said yesterday that he 4 didn't think it was fair about his commissions and he 5 discussed with Mike Flanagan, who told him that Rob Wilkinson 6 gets compensation for his work, because he works with other 7 sales people, he gets compensated through all of that. 8 MR. RONALD MANES: My interest is -- 9 MADAM COMMISSIONER: Is in the thanks? 10 MR. RONALD MANES: -- is in the thanks and in 11 Mr. Flanagan's response to the job that the witness did, not 12 the job that Mr. Wilkinson did. Now, if I could -- 13 MADAM COMMISSIONER: I don't think you've 14 directed him in that way. 15 THE WITNESS: I'm sorry. I didn't -- 16 17 CONTINUED BY MR. RONALD MANES: 18 Q: What I'm interested in is whether Mr. 19 Flanagan responded to you in any way to say something about 20 the job you did to deserve the commission you got? 21 A: He -- he knows that I -- well, I re -- I 22 recall saying that to Mike regarding my commissions and my -- 23 and Rob's commission off anything that I would do and he -- 24 he was very complimentary to the work we did. 25 Q: And could you just share with us what --

1 what he said? That's really what I'm looking for. 2 A: He said you guys have done a great job in 3 the City of Toronto. I mean -- and I -- I believe we did. 4 Q: Can you recall whether he expanded on 5 that, you guys did a great job in the City of Toronto? 6 Anything more in terms of you -- what your particular 7 contribution was? 8 A: No. He wouldn't -- we're not the rah-rah 9 type of company. We're a pretty laid back atmosphere and 10 it's just a -- you're as good as your next deal. 11 Q: Did you -- you said you spoke with -- 12 with Mr. Wilkinson about it? 13 A: Yes. 14 Q: Did you tell him what commission you got? 15 A: He probably knew from the yellow sheet. 16 Q: Did you -- did you -- I'll address that 17 in a moment. Did you tell him what commission you got? 18 A: No. 19 Q: Did you address with him the commission 20 he got? 21 A: No. 22 23 (BRIEF PAUSE) 24 25 Q: Well, something you said yesterday left

1 the impression, at least with me, that you were concerned 2 that you got such a big commission and that Mr. Wilkinson got 3 such a small commission in comparison? 4 A: I didn't ask him how much he got paid, 5 nor to this day. I know he's had a lot of success over the 6 years. 7 What I told him was that I took it upon myself 8 to bring it to Mike Flanagan, who was my boss -- to his 9 attention that we should probably look at the commission 10 split because of the amount of workload collectively we were 11 doing together and the amount of time and effort we were 12 putting in to this. 13 Q: All right. You didn't mention the 14 number. I take it what you're saying is you just -- just 15 mentioned the commission split? 16 A: Right. 17 Q: And you relate it to workload? 18 A: Yes. Well, when I say workload, it's the 19 effort. I'd say the effort of what we were doing. I mean, 20 there was a lot of reconciling and getting organized and tons 21 of work to do. 22 Q: All right. You said that you thought 23 that Mr. Wilkinson may -- may know your commission from the 24 yellow sheet? 25 A: Yes.

1 Q: Could you turn to Tab 13 for a moment and 2 -- and this, it could -- it could assist us here. Is there 3 anywhere in the yellow sheet that it or any of these -- any 4 yellow sheets, if not this one (1) in particular, that talks 5 about the commission the sales people are going to receive? 6 A: I'm sorry. Are you asking me a question? 7 Q: Yes. Is there any -- 8 A: Regarding this? 9 Q: Is there anything in this yellow sheet or 10 in -- in any of the yellow sheets that has an area where -- 11 where it talks about the actual commissions on the deal that 12 the salespeople who were involved are going to receive? 13 A: Usually it's the net cash margin. 14 Q: Well, here where it says -- on this 15 particular one at Tab 13, 23259 and on the City of, at least 16 according to this yellow sheet, forty-three million one 17 hundred and fifty thousand dollars ($43,150,000), the net 18 cash margin is in the negative? 19 A: Yes. 20 Q: So doesn't that indicate that the 21 salesperson may not make any commission? 22 A: Yeah, I presume so, yes. I would presume 23 so, absolutely. 24 Q: All right. So, where is it on this -- on 25 this yellow sheet, that --

1 MR. PAUL CAVALLUZZO: May I object, it's Mr. 2 Cavalluzzo. I really believe the counsel is being unfair to 3 the witness, because on the one (1) hand he's talking about 4 $1.2 million, on the other hand he's talking about this 5 particular sheet that was made in June of 1999. The $1.2 6 million, as I understand, was paid over a three (3) year 7 period, and was related to many things that may have happened 8 over that three (3) year period. 9 So, that I think that there's got to be some 10 context to these questions. It's not as if the day after 11 this yellow sheet was made he received $1.2 million, he 12 received $1.2 million, I understand on the evidence, over a 13 period of three (3) years. So that I think that there's got 14 to be some context, because the -- the witness is being asked 15 questions without any context, and in isolation, and it's 16 unfair. 17 MADAM COMMISSIONER: Well, I'm sure Mr. Manes 18 is not wanting to be unfair, so why don't we take the morning 19 break, and over the course of the morning break if Mr. Manes 20 can put the question in another way that captures the fact 21 that it was over a period of time. 22 I don't know, for example, if Mr. Domi was 23 told what it would be -- what the commission would be, for 24 example. I don't think we've got that. We know he made $1.2 25 million ultimately, but we don't know from Mr. Domi whether

1 he was told exactly how much he was going to get once they 2 got -- once MFP got the bid. 3 What Mr. Manes was asking him about now is 4 given that Mr. Domi said that Rob Wilkinson would know what 5 the commission would be by the yellow sheet, he took him to 6 the yellow sheet, and it's a negative, and so he's asking how 7 you would assess that here. 8 MR. RONALD MANES: It's simply information 9 that's on this -- I worded my question on this or any other 10 yellow sheet -- 11 MADAM COMMISSIONER: Right. 12 MR. RONALD MANES: -- how can you tell what 13 the commission of the salesmen -- the actual commission the 14 salesperson is going to receive, and the witness is 15 explaining it to me -- 16 MADAM COMMISSIONER: Right. 17 MR. RONALD MANES: -- as best as he could, 18 using this as a demonstration. That's all I'm asking, it's 19 information, it's not an impeachment, as My Friend is 20 suggesting. 21 MADAM COMMISSIONER: Well, I -- 22 MR. PAUL CAVALLUZZO: Well, I can -- I could 23 add much, but let's have a break. 24 MADAM COMMISSIONER: Let's have a break. Ten 25 (10) to.

1 THE REGISTRAR: Order. The Inquiry will 2 recess until ten (10) to 12:00. 3 4 --- Upon recessing at 11:30 a.m. 5 6 --- Upon resuming at 11:50 a.m. 7 8 THE REGISTRAR: The Inquiry will resume, 9 please be seated. 10 11 (BRIEF PAUSE) 12 13 MADAM COMMISSIONER: Mr. Manes...? 14 15 CONTINUED BY MR. RONALD MANES: 16 Q: Mr. Domi? 17 A: Yes. 18 Q: Can we go back for a moment to that 19 yellow sheet at Tab 13? 20 A: Sure. 21 22 (BRIEF PAUSE) 23 24 Q: Did you have -- well, in this equation, 25 where -- under cash margin estimates, where the -- in this

1 particular one (1) there's a -- a negative cash margin? 2 A: Yes. 3 Q: Did you have an -- an -- an impression as 4 to the importance to the company of how much it invested in 5 the deal? 6 A: The importance to the company? 7 Q: Yes. Was it important to the company to 8 invest a lot in the deal, or as little as possible in a deal? 9 A: I -- I -- I wouldn't know, really. I 10 don't think that -- it's never -- at MFP we're -- we -- our 11 business practice isn't anything -- ever of any urgency, 12 that's -- that's just how we are there. 13 Q: Remember you mentioned that the grid -- 14 A: Yes. 15 Q: -- what was the grid? 16 A: That was just a pricing mechanism for us. 17 Q: We heard evidence here that -- that the 18 grid related to how much the company could, subject to some 19 discretion, that the company could invest in a -- in a deal? 20 A: That's correct. 21 Q: Did you have an impression as to whether 22 it was important to the company to remain within the grid, or 23 -- or not? 24 A: Not really. We -- it was just one (1) of 25 our -- the grid was an internal mechanism that we used in the

1 -- I -- I never really got a sense of any urgencies on using 2 -- based on the grid. 3 Q: Had you ever seen the grid? 4 A: Yes. 5 Q: Had it ever been explained to you by 6 anyone? 7 A: Not in particular detail, but there's 8 like, you know, like the tiers of computers and the pricing 9 tools we have. 10 Q: Did you have an impression that it was 11 sort of a guideline for the sales people and management as to 12 how much could be invested in the deal? 13 A: Yes. 14 Q: And did you have an impression that 15 anything beyond that had to be approved? 16 A: Correct. Everything had to really be 17 approved. 18 Q: All right. But that when you went outside 19 of the grid, it meant that you were really, as a salesperson 20 recommending that the company invest more in the deal than 21 the grid provided for? 22 A: I'm sorry? 23 Q: That the company -- you were recommending 24 as a salesman, that the company invest in the deal more than 25 the grid provided for?

1 A: I was or that's what we do. 2 Q: All right. 3 A: I'm sorry -- 4 Q: I can reword the question. 5 A: Okay. 6 Q: The grid was a guideline to salespeople 7 and management alike -- 8 A: Yes, that's right --- 9 Q: -- as to how much the company should 10 invest in a deal? 11 A: Correct. 12 Q: All right. And when you went outside the 13 grid, or when the salesperson was urging the company to go 14 outside of the grid, that means that the salesperson would be 15 asking the company to invest more in the deal than the grid 16 provided for? 17 A: Correct. 18 Q: All right. On this particular deal, the 19 leasing RFQ, isn't what in effect, you were urging the 20 Investment Committee to do with Mr. Wilkinson, was -- and Ms. 21 Payne, was to go outside of the grid, beyond the grid and 22 invest more in the deal in order to compete with the GE 23 Capitals and the DFSs, who were competing for this deal? 24 A: What we invested in the deal, I believe, 25 was clearly Irene's decision. We -- I think collectively, we

1 followed her lead. It was directly Irene's decision. 2 Q: All right. And I think you've given 3 evidence that Ms. Payne was of the view that she was going to 4 price this to win? 5 A: Yes. 6 Q: All right. 7 8 (BRIEF PAUSE) 9 10 Q: Mr. Wolfraim agreed in his evidence that 11 once the salesperson gets a foot in the door, a salesperson 12 never stops selling, do you agree with that? 13 A: As a whole, we're a very laid back 14 company, but the guys -- our sales team of individuals work 15 for a great company, we've been very successful for years and 16 below radar, and yes, we just -- we just work. 17 Q: And the answer to my question -- 18 A: Yes. 19 Q: Yes. All right. Isn't bottom line here, 20 is that what you really wanted, what Ms. Payne wanted, and 21 Mr. Wilkinson, I suppose, was to win this bid and get your 22 foot in the door? 23 A: Yes. 24 Q: And once you got your foot in the door, 25 there could be changes that could be translated into profits?

1 A: I believe so, yes. 2 Q: All right. 3 A: Correct. 4 5 (BRIEF PAUSE) 6 7 Q: If I just might have a moment, 8 Commissioner. 9 10 (BRIEF PAUSE) 11 12 Q: Ms. Payne said this. I want to read it to 13 you and ask whether you -- 14 A: Okay. 15 Q: -- agree with it or not. This -- 16 MADAM COMMISSIONER: Can you tell me where? 17 MR. RONALD MANES: -- is her op -- yes, I 18 will. 19 20 CONTINUED BY MR. RONALD MANES: 21 Q: It's her opinion that I'm about to give 22 you and this is October 15th -- sorry, not October the 15th, 23 January the 15th, 2003, at page -- pages 219 and 220. Lines 24 25, 219 to page 220 at line 14. 25 And this is where I'm asking for her opinion

1 as to what she thinks could have accounted for your $1.2 2 million. Of course, she wasn't there so she's just giving 3 her opinion. 4 A: Okay. 5 Q: All right. 6 "Q: Would it be -- let me go back and put 7 -- put it this way. We know that Mr. Domi 8 was compensated to the extent of $1.2 9 million on the City deal. Assuming there 10 were changes to the City deal, could that 11 compensation have been associated in your 12 billing -- in your opinion, at least at the 13 time you were there, with those changes? 14 A: I'm not sure the detail but I would 15 assume that if there was add-ons to his -- 16 to the original deal or there were -- there 17 was upgrades that he would be compensated 18 and as Mr. Moore mentioned, it was -- it 19 was subjective. It was an ad-hoc approach 20 that MFP took to non-standard deals. I'm 21 not sure how it worked on this particular 22 deal." 23 And those were my questions. Now, would you 24 have the impression when you were at MFP that changes to a 25 deal such as upgrades or add-ons would be associated with

1 your compensation commission? 2 A: I -- I wouldn't -- add-ons I'd probably 3 -- in addition, it depends, but changes, I -- I don't know if 4 -- if that would change my compensation per se. 5 Q: Well, would you agree that -- with Ms. 6 Payne when she says that this was a non-standard deal? 7 A: A non-standard deal? 8 Q: Yes. 9 A: Meaning? 10 Q: It wasn't the ordinary kind of commission 11 deal that MFP does and that -- I -- I -- if I can go, she 12 said that MFP would take this -- your compensation or your 13 commission would be subjective. MFP took an ad-hoc approach 14 on non-standard deals. 15 A: I don't know. 16 Q: Was it your experience that MFP took an 17 ad-hoc or subjective approach on non-standard deals? 18 A: I -- I don't know that. 19 Q: And your particular compensation, did MFP 20 take a ad-hoc approach or subjective approach, or was it 21 according to some objective criteria? 22 A: I'm sure it's objective. 23 Q: Your contract had a method of calculating 24 your commission. 25 A: Yes.

1 Q: Is it y -- your impression or 2 understanding that your commission was -- was calculated 3 according to that Addendum 1 in your -- in your contract? 4 A: I believe so. 5 Q: Where would you have gotten the 6 understanding from? 7 A: I don't know. I -- 8 Q: If I told you and we -- we heard evidence 9 that your compensation had -- was subjective and had nothing, 10 whatsoever to do with that formula under contract. 11 MR. DAVID MOORE: I don't -- have we heard 12 that evidence? I don't know that we've heard that evidence. 13 MR. RONALD MANES: Well, if -- if Mr. Moore 14 heard my question, I said if. 15 MADAM COMMISSIONER: But let's -- okay, let's 16 hear the question first, and then I'll hear what the 17 objection is. But, Mr. Domi, before you answer it, wait 18 until I tell you to answer it. 19 THE WITNESS: Okay. 20 MADAM COMMISSIONER: Okay. 21 22 CONTINUED BY MR. RONALD MANES: 23 Q: If we hear evidence that your -- the 24 formula in your contract had nothing to do with the 25 calculation of your commission, but rather your commission

1 was on an ad hoc or subjective approach by the company, would 2 that surprise you? 3 MR. DAVID MOORE: Well that's a different 4 question than the one (1) that was put. 5 MADAM COMMISSIONER: Yes. 6 MR. RONALD MANES: All right. 7 MR. DAVID MOORE: And -- and I don't know 8 what evidence we're going to hear, I haven't had time to sit 9 down and go through it line by line. We produced that 10 document when Mr. Wolfraim testified and he wasn't taken to 11 it in any detail. We're happy to cooperate, as I said, that 12 we would at the time, in explaining it further. 13 But -- but, so we don't know precisely what 14 that evidence is going to be, and -- if counsel want to get 15 into it. 16 MR. RONALD MANES: I -- precisely why Mr. 17 Moore and I agreed that Mr. Wolfraim would come back and ask 18 -- and could answer any of these questions. 19 So, let me re-put my question -- 20 MADAM COMMISSIONER: Do you want me to repeat 21 the question for you, or do you remember it? 22 THE WITNESS: No, can you repeat the question 23 please? 24 MR. RONALD MANES: All right, I'll repeat it. 25 THE WITNESS: Thank you.

1 MADAM COMMISSIONER: Do you want me to repeat 2 it? 3 MR. RONALD MANES: Yes, Commissioner, fine. 4 MADAM COMMISSIONER: If we hear evidence that 5 the formula in your contract had nothing to do with the 6 calculation of your commission, but it was done on an ad hoc 7 or subjective basis, would that surprise you? 8 THE WITNESS: I don't know -- 9 MADAM COMMISSIONER: Okay. 10 THE WITNESS: -- Commissioner. 11 MR. DAVID MOORE: And the question's been 12 asked and answered now, Commissioner. Can I just say, I -- I 13 question whether it's appropriate for My Friend to be posing 14 questions like that, when he doesn't know what that evidence 15 is going to be. 16 I would have thought it'd be more appropriate 17 for Commission Counsel to -- to wait until he knows what the 18 evidence will be, rather than -- than pose a question based 19 upon sheer speculation. 20 MADAM COMMISSIONER: Mr. Manes...? 21 MR. RONALD MANES: Well, firstly, I -- I 22 worded the question if. But secondly, Mr. Moore can do the 23 algebra or do the math as well as I can, and I've attempted 24 to do that as best as I can, and -- and I have -- I can't see 25 any correlation.

1 So, I asked the question based on -- on my own 2 understanding, but on the basis that Mr. Wolfraim could come 3 back and -- and hopefully give us the answer to that, 4 assuming the witness doesn't -- doesn't know, and he doesn't 5 know. 6 MADAM COMMISSIONER: Okay. 7 MR. RONALD MANES: As simple as that. 8 MR. DAVID MOORE: Well, all I would say if 9 Mr. Manes has -- has areas of inquiry or uncertainties in his 10 mind about a particular subject, whether it be that subject 11 or any other, and requires further information or 12 clarification from MFP to assist, we'll provide it. And I 13 would have thought that that inquiry would be an appropriate 14 one (1) to make before going off putting questions without 15 having made the inquiry. 16 But I'll leave it at that, the question's been 17 asked and answered. I think that the general point I'm 18 trying to make, and -- and -- and -- and I won't say more 19 about it for the time being. 20 MADAM COMMISSIONER: I think we have Mr. 21 Domi's response. He doesn't know. And it may be that the 22 people to ask are either Mr. Wolfraim or somebody else at 23 MFP, who actually knows how the calculations are made. 24 All right, the next question? 25 MR. RONALD MANES: Might we do this in -- in

1 light of My Friend's response. 2 It -- I've asked this question, it would -- it 3 would assist if -- if at some point before Monday, if we 4 could be provided with the manner in which the commission was 5 calculated, and I'm quite happy for Mr. Moore to -- to say 6 how that relates, if at all, to the -- to contract addendum, 7 and how the commission would have been calculated, if the 8 cont -- contractual calculation was employed. And if that 9 can be provided I'd be very appreciative. 10 MR. DAVID MOORE: Well, I don't know if 11 that's going to be at all possible to do before Monday, as 12 Mr. Manes knows, or I assume he knows, we've been asked to 13 make certain additional people available for interviews. 14 We are trying to cooperate both in the case of 15 existing and former MFP employees, arrangements have been 16 made to do that tomorrow morning. There's a limit on what we 17 can do. 18 And -- and there's other inquiries that have 19 been made in terms of documents that we're trying to deal 20 with, and -- and we're tyring to respond to those as well. 21 So, whether we can do that before Monday, I have real doubts. 22 But -- but, you know, it -- we can produce 23 that information. It's not something that's been secret or 24 we've attempted to object to. If there was any issue along 25 those lines, we wouldn't have produced it voluntarily, but,

1 we did. 2 So, that's my response for the time being. 3 MADAM COMMISSIONER: All right. Mr. Manes, do 4 you have a problem with that? We already have Mr. Domi's 5 response that he doesn't know. 6 So, is there much more that you could do with 7 it, if he did have it, other than to say, yes or no, it was 8 done this way or not this way. 9 MR. RONALD MANES: The answer is I don't know, 10 because I haven't seen any documentation from MFP as to how 11 this was calculated. 12 But, I -- I worded that question if, or that 13 statement. If it can't be calculated or produced by Monday, 14 then when MFP can, I would appreciate it. 15 They've been very cooperative Mr. Moore says, 16 and they do have a lot on their plate. So I appreciate that. 17 MADAM COMMISSIONER: So, I take that Mr. 18 Moore, Monday if possible, but not necessarily Monday. 19 MR. DAVID MOORE: I think that's right. 20 MADAM COMMISSIONER: All right. 21 Okay, next question please. 22 23 CONTINUED BY MR. RONALD MANES: 24 Q: Now, you recall that this deal that your 25 company was successful on and presumably you were successful

1 on, was a three (3) year lease deal? 2 A: Yes. 3 Q: All right. For forty three million, one 4 hundred and fifty thousand dollars ($43,150,000) in value of 5 leased hardware and software? 6 A: Correct. 7 Q: Now, that changed? 8 A: Yes. 9 Q: All right. A couple of times, as I 10 understand it. Firstly, it became -- it went from a thirty 11 six (36) month deal to a sixty (60) month deal? 12 A: Correct. 13 Q: Or thirty six (36) month leases to sixty 14 (60) month leases? 15 A: Yes. 16 Q: With the exception of a few. All right. 17 And in July of 2000, there as a re-write of all the leases? 18 A: Right. 19 Q: And in addition to that, the price that 20 your company gave that one (1) bid, was for ninety (90) days 21 during -- and the leases were not entered into during the 22 ninety (90) day period so that -- that was a change, that 23 price didn't obtain? 24 A: Right. 25 Q: All those -- all those things changed?

1 A: Right. 2 Q: Now, did you participate in any 3 discussions at your company or hear of anything about the 4 failure of the City to enter into leases with MFP during the 5 ninety (90) day period? 6 A: The failure? 7 Q: Of the City to -- 8 A: No -- 9 Q: -- enter into leases? Did you hear any 10 discussion about the effect of the City and MFP not coming to 11 terms and entering into leases during the ninety (90) day 12 period? 13 A: No, I did not. 14 Q: Did you have any impression whether that 15 was a good thing or a bad thing? 16 A: I had no impression. 17 Q: When you -- you did go in with Mr. 18 Wilkinson to discuss with the City representatives whether 19 the thirty six (36) month deal was going to be a sixty (60) 20 month deal? 21 A: Yes. 22 Q: So, surely you had some discussions, 23 whether that was a good thing or a bad thing for MFP? 24 A: Correct. 25 Q: All right. Was the City going into a

1 sixty (60) month deal better for MFP than the City going into 2 a thirty six (36) month deal? 3 A: I think MFP would have been just as happy 4 with a thirty six (36) month deal as a sixty (60). We would 5 have honored that contract. 6 Q: There's a difference between just as happy 7 and honored. Let me ask you about just as happy. 8 A: Okay. 9 Q: All right. If you go back to this Tab 13, 10 that yellow sheet. 11 A: Okay. 12 Q: According to your interpretation of this, 13 the City wasn't going to -- or the City -- the -- MFP wasn't 14 going to make any money on the deal, at thirty six (36) 15 months? 1