1 2 3 4 TORONTO COMPUTER LEASING INQUIRY 5 6 7 8 ******************** 9 10 11 BEFORE: THE HONOURABLE MADAM JUSTICE DENISE BELLAMY, 12 COMMISSIONER 13 14 15 16 17 Held at: East York Civic Centre 18 850 Coxwell Avenue 19 Toronto, Ontario 20 M4C 5R1 21 22 ******************** 23 24 25 October 29th, 2003

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    (np)     )
  7  Robert Centa   (np)     )
  8  Gordon Capern           )
  9  David Moore    (np)     )MFP 
 10  Fraser Berrill  (np)    ) 
 11  Ken Jones      (np)     ) 
 12  Raj Anand      (np)     )Lana Viinamae
 13  Bay Ryley               )
 14  William Anderson        )Wanda Liczyk
 15  Valerie Dyer    (np)    )Dell Computers
 16  Jennifer Lynch  (np)    )
 17  Edward Greenspan (np)   )Jeff Lyons
 18  Todd White      (np)    )
 19  Hugh MacKenzie          )Jim Andrew
 20  Jennifer Searle  (np)   )
 21  Melissa Kronick (np)    )CUPE
 22  Bryan McPhadden         )Brendan Power
 23  
 24  Dorothy Button          )Registrar
 25

1 TABLE OF CONTENTS 2 Page 3 4 Lana Viinamae, Resumed, 5 Continued Cross-Examination by 6 Mr. Gordon Capern 4 7 Cross-Examination by 8 Ms. Bay Ryley 174 9 10 Certificate of Transcript 205 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 open. 4 Please be seated. 5 6 LANA VIINAMAE, Resumed; 7 8 MADAM COMMISSIONER: Good morning. 9 THE WITNESS: Good morning. 10 MR. GORDON CAPERN: Good morning, 11 Commissioner. 12 MADAM COMMISSIONER: Good morning, Mr. Capern. 13 MR. GORDON CAPERN: Good morning, Ms. 14 Viinamae. 15 THE WITNESS: Good morning. 16 17 CONTINUED CROSS-EXAMINATION BY MR. GORDON CAPERN: 18 Q: We finished the day yesterday with your 19 conversation with Mr. Andrew. Just to put it all -- to 20 refresh all of our minds on the time frame that we were 21 talking about, we were in the narrow window subsequent to 22 your meeting with Mr. Brittain and Mr. Vollebregt on 23 September the 22nd and prior to the signing -- or at least 24 prior to October the 1st when you sent the e-mail out. 25 And we discussed yesterday the meeting with

1 Mr. Andrew and what came out of that meeting and what I 2 wanted to do now is understand the second half of the events 3 that unfolded, which is the discussion with Ms. Liczyk. 4 And the -- your affidavit speaks to that issue 5 at paragraph 59 and I gather there, just to make this clear, 6 I've been focussing on Mr. -- your discussion with Mr. Andrew 7 and your discussion with Ms. Liczyk because I'm interested in 8 the decision making on the five (5) year leasing. 9 In the interim, between the two (2), I gather 10 that you had this meeting or discussion with Mr. Power that's 11 referenced at paragraph 58 of your affidavit, in which you 12 say that you asked him if there was authority for the five 13 (5) year leases and I want to come back to that -- 14 A: Okay. 15 Q: -- later, because I just want to get -- 16 deal with the decision making part first, if I can. I -- I 17 take that we're in agreement that Mr. Power played no role in 18 the decision to go to five (5) year leasing? 19 A: Agreed. 20 Q: All right. Now, paragraph 59 of your 21 affidavit you say that you were on -- on your way to a 22 meeting and you ran into Ms. Liczyk in the lobby of City 23 Hall. 24 "We had a brief discussion, about five (5) 25 minutes in length and she told me it was

1 necessary to have five (5) year leases in 2 order to address budget constraints." 3 You told her that you were not happy, not very 4 happy about the decision because a five (5) year lease term 5 was longer than the IT asset life cycle and you believe you 6 told her at that point that you'd understood that she and Mr. 7 Andrew had agreed that printers and storage technology could 8 be on three (3) year leases? 9 A: Agreed. 10 Q: Right. Now, I need to understand your 11 evidence about what Ms. Liczyk said was supposed to go on 12 five (5) year leases. What did she say to you in that -- in 13 that meeting, if anything, about that? 14 A: The -- basically implied was that 15 everything was, because I actually, when I saw Ms. Liczyk, I 16 said to her, I said, so Jim indicated that we've got to put 17 everything on five (5) year leases and she said, yes and it's 18 layed out in my affidavit. 19 Q: Well -- 20 A: And that's why I then went back to the 21 exception on the printers and the storage technology. 22 Q: All right. So did you -- did you ask her, 23 just -- just for sake of clarity, by everything do we mean 24 all of the equipment, all of the hardware that we're going to 25 be buying all of the desktops, all of the servers, did you

1 seek that clarification from her in that meeting? 2 A: No, because again, in my discussions with 3 Mr. Andrew, he'd indicated that everything was going on five 4 (5) years. 5 Q: So -- so the answer is you didn't seek 6 that clarification from Ms. Liczyk? 7 A: No, because the -- the statement I'd put 8 to her was that everything was going on, on five (5) years. 9 Q: And from that you expected her to 10 understand that by everything you meant what, and what -- 11 what was your understanding of her state of knowledge about 12 what everything was at that point in time? 13 A: As leasing was looked at as a solution for 14 all Information and Technology acquisitions of hardware and 15 software as per the report. My understanding was that 16 everything that could, should. 17 Q: Right, but what is everything at that 18 point, what you've got is a bunch of equipment that you've 19 bought for Y2K, right? 20 A: Yes. 21 Q: You have prospective equipment purchases 22 for Y2K; right? 23 A: Yes. 24 Q: And you have ongoing purchases over the 25 next -- your version of events, the next three (3) years,

1 while MFP's in as the leasing supplier to the City? 2 A: We have ongoing purchasing forever, but 3 MFP for the next three (3) years. 4 Q: And so the answer to my question is you 5 didn't seek any confirmation directly from Ms. Liczyk that 6 she understood that the body of equipment to which you were 7 referring when you said, quote: 8 "Everything." 9 Was each of those baskets of equipment? 10 A: It was all. 11 Q: But -- 12 A: I didn't seek clarification of breaking it 13 down for Ms. Liczyk and saying, desktops, servers, I didn't 14 break it all down, I said all equipment and software. 15 Q: So you were assuming when you had the 16 conversation with her, that she had complete knowledge of 17 what everything would have meant? 18 A: Absolutely. 19 Q: Right. 20 A: And she -- because again, the Council 21 report purpose is very clear, for the acquisition of all 22 Information and Technology hardware and software. 23 Q: Well, I think we went over yesterday -- 24 A: The purpose -- 25 Q: -- well, I think we went over it yesterday

1 and got your agreement that with the benefit of hindsight, 2 there may have been some lack of clarity in the report, and 3 that's why I'm jumping forward to your conversation with Ms. 4 Liczyk to gather from you, whether you sought any 5 clarification from her or sought confirmation that she 6 understood what it was that you were talking about? 7 A: Further discussions did occur on this, 8 maybe I can add, not in that time frame and I -- I may have 9 the date off, but it's in the binders here. I think it's the 10 December 9th meeting, actually had a copy of the leasing 11 procedures, which articulates the fact that again, everything 12 is going through this process -- 13 Q: I didn't ask you about that. 14 A: Okay. 15 Q: I'm asking you about a five (5) minute 16 conversation that you had with Ms. Liczyk, that informed -- 17 A: Which one? 18 Q: -- your decision to commit the City to $20 19 million worth of equipment going on five (5) year leasing, 20 that's what I'm on about right now, and that's what I want to 21 talk to you about? 22 A: Okay. 23 Q: Is -- is what you understood her state of 24 mind was and the assumptions that you made, Ms. Viinamae, 25 before you went off and made that commitment on behalf of the

1 City. 2 Q: Okay, maybe I should add, as per 3 yesterday, Mr. Andrew is the person that first communicated 4 this to me and he was the one that had had the discussion 5 with Finance. 6 Q: But -- 7 A: Then in -- then basically when I saw Ms. 8 Liczyk, I confirmed with her that I had had this discussion 9 with Mr. Andrew, and that I understood that this was 10 happening for budget purposes. 11 Q: Right, but you didn't say to her, Ms. 12 Liczyk, or Wanda, as you may have referred to her in the 13 conversation, do you understand that this means that we're 14 putting $20 million worth of desktops, servers and printers, 15 right now, in the next several days, on five (5) year leases, 16 do you understand that that's what I'm doing? 17 A: I didn't say that, but my e-mail did. 18 Q: Well, your e-mail doesn't say that -- 19 A: My e-mail -- 20 Q: -- with the greatest of respect, and we'll 21 come to that in a moment. 22 A: Okay. 23 MADAM COMMISSIONER: Mr. Manes...? 24 MR. RONALD MANES: Well, I'm just concerned 25 that the -- that the witness was explaining that her e-mail

1 does address that and I think that we ought to be taken to 2 that e-mail so that she can put it into context as well. The 3 witness wanted to put her explanation in context with respect 4 to a December 9th -- a December 9th meeting. And if -- if 5 he's going to go there, well that's all right, but, she keeps 6 trying to explain it with other context, we can't seem to get 7 to those answers. 8 MADAM COMMISSIONER: Well, I think Mr. Capern 9 is just trying to find out what happened in the lobby in the 10 meeting where they just happened to run into each other on 11 the -- at the elevator. 12 MR. RONALD MANES: If we're going to get 13 there, I have no problem with it, as long as we do get to the 14 e-mail and do get to the December the 9th meeting. 15 MADAM COMMISSIONER: Well, I heard Mr. Capern 16 saying that he was going to get to the e-mail. I don't know 17 about the December the 9th meeting. 18 MR. GORDON CAPERN: And I will get to the 19 e-mail in due course, Commissioner, but, I am as I 20 articulated interested for the time being, in that five (5) 21 minute meeting. 22 MADAM COMMISSIONER: Right -- 23 MR. GORDON CAPERN: And I just -- 24 MADAM COMMISSIONER: -- and I'm interested too 25 in finding out what happened on that day of -- at the

1 elevator, I think you said it was the elevator, is that 2 right? 3 THE WITNESS: I was walking across the lobby, 4 ran into her in the lobby and we walked across the lobby 5 together. 6 MADAM COMMISSIONER: And did -- was there any 7 discussion about printers or storage technology? 8 THE WITNESS: Yes, because that was the 9 exception that Mr. Andrew had agreed could be kept on the 10 three (3) years, so I was confirming that with her. 11 So my statement started with the fact, that I 12 understand everything is going to be put on five (5) years, 13 but, that there has been an exception for these items. 14 15 CONTINUED BY MR. GORDON CAPERN: 16 Q: And I guess the reason I -- while you're 17 fairly clear in paragraph 59 of your affidavit, that you had 18 a brief conversation with her, you were clear with her that 19 you told here that you were not very happy about the decision 20 because a five (5) year lease term was longer than the IT 21 asset lifestyle -- or asset life cycle, pardon me. 22 You equivocate, however, on the last point 23 about this discussion about the printers and storage 24 technology; you say, you believe, that you told her. Are you 25 saying it's possible --

1 A: At this point, it's just -- it's a style. 2 Q: Right. I understand, but, that when I 3 read, that in someone's affidavit, I understand that to mean 4 that it may indeed be possible, with the passage of time, 5 your memory may have become imperfect on this point, as all 6 of our memories do, but, it's possible that the conversation 7 with Ms. Liczyk, on the issue of printer and storage 8 technology lease terms, may indeed have happened at some 9 other time, if it happened, at all. 10 Is that fair? 11 A: The reason that, to my memory, it did 12 occur then, is the fact that I was seeking an exception and I 13 wanted to make sure that she was comfortable with the 14 exception and that was again, at that point in time, when at 15 that point I hadn't even -- I didn't have a total dollar 16 figure at that point, of what was going on sale/leaseback, 17 any more than she did, because that information was being 18 gathered. 19 Q: Right. But, the difference between you 20 and Ms. Liczyk, if I can suggest this, Ms. Viinamae, is that 21 at that point in September, you had been running the Y2K 22 rollout of the desktops. 23 A: And reporting to Ms. Liczyk at this Y2K 24 Steering Committee on the progress of the desktop rollout at 25 the various Steering Committee meetings.

1 Q: And you would have been aware, I suggest, 2 the most aware of the volume of equipment that had been 3 acquired up to that point, although as you say, you wouldn't 4 have had a perfect knowledge of it, because the information 5 wasn't available to you completely, at that point, was it? 6 A: Again, I would think Mr. Andrew, Ms. 7 Liczyk and myself, were probably equally knowledgeable and 8 the reason being, that we were -- I was required at the Y2K 9 Steering Committee meetings to actually track the desktop 10 rollout progress, the percentage of equipment rolled out. 11 So, they were very aware of exactly how many 12 desktops had been rolled out at that point. 13 Q: All right. Well, let's just move to a 14 different topic about that -- about that meeting then. So, 15 we're clear that you didn't seek the clarification from her 16 that I asked you about in my questions a few minutes ago? 17 A: No, I indicated all and then highlighted 18 exceptions. 19 Q: Okay. And as you say, this was -- you 20 were concerned about it, it was not something as you've 21 articulated already, from your conversation with Mr. Andrew 22 you repeated the theme with Ms. Liczyk that you repeated with 23 -- that you started with Mr. Andrew, that this wasn't a good 24 idea? 25 A: Agreed.

1 Q: Right. And I take it at that point, you 2 at least had in your mind, the fact that there could be 3 financial repercussions to the City about -- about going to a 4 five (5) year lease term? 5 A: As the decision was coming from Finance, I 6 -- I figured that they had already worked those all out. 7 Q: All right. My -- my point was, you also 8 understood that there would be financial repercussions of 9 that change of lease term, from three (3) to five (5) years? 10 A: Yes, there would -- it would probably cost 11 more in the long run, but have a lower annual carrying cost. 12 Q: And you knew that at the time? 13 A: That's what had been explained to me about 14 budget constraint. 15 Q: And that was part of your education on how 16 leasing works. As you put it, I think your knowledge level 17 was maturing over time and that's one (1) of the things that 18 you learned about during that time? 19 A: That's basically the explanation when Mr. 20 Andrew was explaining to me the lower carrying costs and 21 that's why the budget constraint. 22 Q: Now -- but in any event, so at the time 23 you were having the discussion with Ms. Liczyk, you were 24 aware of the fact that there would be financial implications 25 of the change in lease terms? You were aware of that?

1 A: I mean, just on a general basis, yes. 2 Q: Right. And you expected that Ms. Liczyk 3 was also aware of those financial implications because of her 4 expertise in finance? 5 A: And as it had been directed by Finance, 6 yes. 7 Q: All right. Now, you know that Ms. Liczyk 8 is going to deny -- you're aware that she's going to deny 9 that this conversation took place? 10 A: I wasn't aware of that but I can only 11 state what I remember and the actions that I took and the 12 confirmation that I sought through my e-mail. 13 Q: Right. Did a time ever arise, after 14 the -- the agreements were signed, as the program rolled 15 along, was there ever a time when Ms. Liczyk came to you and 16 said, why are we on five (5) year leases? Why is this -- why 17 did this happen? 18 A: Never. 19 Q: So even with the passage of the events 20 you've been examined about at length, in which Ms. Liczyk 21 became re-involved in the accounting matters, it was never 22 raised with you -- she never raised any concern with you 23 about the fact that the City had proceeded with five (5) year 24 leasing as opposed to three (3)? 25 A: No. As a matter of fact, around the end

1 of the year when Mr. Brittain had gone through my spreadsheet 2 that had been requested by Ms. Liczyk, he had actually 3 indicated in a note to Ms. Liczyk the fact that the reason 4 that there was no budget pressure, as such, for the leasing 5 program, even though there had been additional acquisitions, 6 was because of the five (5) year lease term, it lowered the 7 annual carrying costs and therefore it fit within that budget 8 envelope; that was I think around January 6th or 7th. 9 Q: Now, I -- I want to ask you now about your 10 -- the authority issue which you say -- and I guess I'm a 11 little puzzled by the route that you took to get confirmation 12 about Council authority. And I -- and I -- I start from the 13 premise that we're on common ground, I hope, that you would 14 know that Council would need to approve a shift from three 15 (3) year to five (5) year lease terms? 16 A: Again, I'm not sure. I mean, if the CFO 17 indicates that we are to take certain action and doesn't 18 indicate that there is a requirement, I would not presume 19 that. 20 Q: Well, let's just back up. You knew that 21 what -- because we went over this yesterday, that the 22 Council -- the report that ultimately ended up at Council was 23 seeking approval on two (2) things. It was, first of all, 24 the appointment of MFP as the City's leasing provider for a 25 term of three (3) years, and secondly, to approve the City

1 entering into three (3) year lease terms? 2 A: Agreed. And then there was a flexibility 3 clause. 4 Q: I'm going to come to that. 5 A: Okay. 6 Q: But that's the report that went forward to 7 Council? 8 A: Agreed. 9 Q: Right. And we -- I hope that we are on 10 common ground, that to the extent that there was going to be 11 an amendment, and we'll talk about the impact of the 12 flexibility clause in a moment, to the extent that there was 13 going to be any amendment to the -- to the Council authority 14 with respect to the lease terms, that would have to come from 15 Council. You agree with that? 16 A: Probably, yes. Again, I mean, I would 17 look to Finance to -- to explain how that needed to go 18 forward. 19 Q: Well, you're also -- you know, we're back 20 to this topic about you being a senior Director at the City. 21 A: Agreed. But I'm not sure all of the 22 financial matters that require Finance to go back to Council. 23 And again, I would seek -- I would have sought clarity from 24 them. 25 Q: Well, we're going to come to this in a

1 moment, but it wasn't Finance that signed this agreement, the 2 first agreement, Ms. Viinamae, it was you. 3 And I'm suggesting to you that as a senior 4 Director of the City, you were under an obligation with every 5 contract or document that you sign on the City's behalf to 6 ensure that there is authority for you to do that; do you 7 agree with that? 8 A: Agreed. 9 Q: And that's why I want to ask you about 10 this, and the route that you took to do this? 11 The evidence that you've given here in your 12 affidavit, is that the person to whom you turned for 13 confirmation about what Council had approved was Brendan 14 Power. That's your evidence, is it not? 15 A: He was the Project Manager that actually 16 worked on that initiative, and he was the one (1) that 17 indicated -- 18 MADAM COMMISSIONER: Ms. Viinamae -- 19 THE WITNESS: Yes. 20 MADAM COMMISSIONER: -- this is -- thank you. 21 I under -- I understand, I've been here for days, so I 22 understand that he was the Project Manager, and he was the 23 one, but all Mr. Capern's asking you is did you turn to 24 Brendan Power? 25 THE WITNESS: Yes.

1 MADAM COMMISSIONER: Okay. 2 3 CONTINUED BY MR. GORDON CAPERN: 4 Q: You're going to have lots of opportunity 5 when your counsel -- and you've had lots of opportunity 6 already. We need to get through this and I think the answers 7 with respect, I think, when I ask a question that says yes or 8 no would be helpful to me if you would just answer yes or no. 9 As we go through the person to whom you turned 10 for confirmation about Council authority was Brendan Power? 11 A: Yes. 12 Q: You didn't go to Finance, right? 13 A: No. 14 Q: You didn't go to the City Legal Division? 15 A: No. 16 Q: You didn't go to the City Clerk? 17 A: No. 18 Q: You didn't go to the Councillor who had 19 moved the amendment in the first place? 20 A: No. 21 Q: You went to none of those people? 22 A: I went to Mr. Power who explained to me 23 that there was a flexibility clause and Mr. Andrew confirmed 24 that that flexibility clause was the authority. 25 Q: Well, you didn't say in your affidavit,

1 that you sought additional confirmation from Mr. Andrew, you 2 said you went to Mr. Power. Are you now saying you went to 3 two (2) people? 4 A: I went to several people over a period of 5 time. I -- my affidavit is an attempt to be complete, but if 6 I were to put in everything, you can appreciate the fact that 7 my affidavit could be hundreds of pages. 8 I've tried to cover off all of the essential 9 points in my affidavit, and I figured the reason we're here 10 is to seek expansion on that. 11 Q: All right. You didn't think it was 12 important to put in your affidavit the fact that you'd gone 13 to your superior for confirmation on Council authority on the 14 very report that's the subject matter of the Inquiry? 15 A: The Project Manager indicated that an 16 addendum had been made to the report by a Councillor which 17 permitted the authority and basically it became known as the 18 -- the Jakobek clause, I mean that's what I understood. 19 Q: Right. Did you read the flexibility 20 clause? 21 A: No, I did not. 22 Q: You didn't even take the time to read the 23 clause that gave the authority, or what Mr. Power told you 24 gave you the authority to sign a $20 million commitment for 25 the City?

1 A: I had been directed by Mr. Andrew and Ms. 2 Liczyk, who are the two (2) parties that signed the Council 3 report, to which the addendum was made, that I was to be 4 executing the contracts on a sixty (60) month term. I took 5 their direction and I sought confirmation that we had that -- 6 the authority clause, and that was given to me by Mr. Power, 7 basically the confirmation. 8 Q: And I'm going to suggest to you, Ms. 9 Viinamae, that with the benefit of hindsight, you should have 10 pursued confirmation on that authority issue, with people 11 other than Mr. Power, with the benefit of hindsight, do you 12 agree with that? 13 A: I spoke to Mr. Andrew about the 14 flexibility clause. 15 Q: And I'm suggesting to you, Ms. Viinamae, 16 that you needed to personally be satisfied that the 17 flexibility clause gave you the authority to make that level 18 of a commitment for the City. Do you agree with that? 19 A: I was satisfied because my boss was 20 satisfied that that flexibility clause gave the authority. 21 Q: So your -- your -- 22 A: At no point -- 23 Q: -- confirmation just with respect -- 24 MADAM COMMISSIONER: Just hang on. 25 THE WITNESS: At no point was the flexibility

1 -- was the question of the flexibility clause as valid -- 2 what's the word, as the means by which Council authority had 3 been provided and questioned, as a matter of fact, I have 4 heard Mr. Andrew himself, state that that is the authority. 5 So, this was a common view held by all 6 parties. 7 8 CONTINUED BY MR. GORDON CAPERN: 9 Q: The difference between you and Mr. Andrew, 10 Ms. Viinamae, is that you were the signing officer for the 11 City of Toronto on this first contract? 12 A: On the Certificate of Acceptance, yes. 13 Q: And on the equipment schedule? 14 A: Yes. 15 Q: And when it come to some of the other 16 agreements that you signed, in due course? 17 A: Agreed. 18 Q: But, my point is, the person at the City 19 who bears ultimate responsibility for ensuring that the 20 documents that they are signing for the City are properly 21 authorized is the person who signs them? 22 A: May I add that when the documents were 23 subsequently reviewed by legal in February of 2000, they 24 confirmed that all of those documents were absolutely legal 25 and authorized.

1 Q: I'm going to come to that perhaps later, 2 but, my point is, was simply to get ground now, a clear 3 understanding of the steps that you did and did not take to 4 seek confirmation of your authority, at the time and if I've 5 got your evidence down right, what you say in your affidavit 6 is that you spoke to Mr. Power. 7 And you now supplemented that today, by adding 8 that you spoke to a senior officer at the City, Mr. Andrew? 9 A: Correct. 10 11 (BRIEF PAUSE) 12 13 Q: Commissioner, my notes are deficient about 14 the location of the October 1 e-mail and if we can -- if I 15 might ask the assistance from other Counsel to find that 16 quickly, so I don't waste your time. 17 18 (BRIEF PAUSE) 19 20 MS. BAY RYLEY: I know the Begdoc is 13087. 21 Does that -- 22 23 (BRIEF PAUSE) 24 25

1 MADAM COMMISSIONER: Volume III, Tab 1. 2 3 (BRIEF PAUSE) 4 5 MADAM COMMISSIONER: Yes -- the Begdoc starts 6 at 13045. And you're taking us to 12087, this is an e-mail 7 from Ms. Viinamae to Mr. Andrew, Ms. Liczyk, Mr. Brittain, 8 et cetera, is that where you're wanting -- 9 THE WITNESS: I'm trying -- yes. 10 11 CONTINUED BY MR. GORDON CAPERN: 12 Q: Now, when you were -- the point is you had 13 these conversation or conversations about the authority 14 issue, before your conversation with Ms. Liczyk or after? 15 A: I'm sorry? I missed the first part. 16 Q: Conversations that you say you had with 17 Mr. Power and with Mr. Andrew -- 18 A: Yes -- 19 Q: -- about the authority issue, did those 20 occur before or after your conversation at the elevator with 21 Ms. Liczyk? 22 A: Before. 23 Q: All right. And did you have those 24 conversations, particularly the one (1) with Mr. Power, did 25 you have that conversation with Mr. Power because you were

1 concerned that there was, in fact, no authority to enter into 2 five (5) year leases? 3 A: I wanted to confirm that there were -- I 4 wasn't that I was concerned that there was none, because I 5 figured if Mr. Andrew and Ms. Liczyk was directing me in this 6 manner, that there should be authority, but I wanted to 7 confirm with Mr. Power that there, in fact, was. 8 Q: You turned your mind to the issue of 9 whether there was authority or not, right? 10 A: Yes. 11 Q: So you wouldn't put it as high as saying 12 that you were concerned that there was no authority? 13 A: Agreed. 14 Q: All right. And then, have you told us -- 15 this conversation you had with Ms. Liczyk, have you told us, 16 either in your affidavit or in your oral testimony, 17 everything that occurred in that conversation, to the best of 18 your memory? 19 20 (BRIEF PAUSE) 21 22 A: I think so, yes. 23 Q: And I'm right, given that -- I gather what 24 you gleaned from your conversation with Mr. Andrew about five 25 (5) year leasing, that ultimately his view was that -- was

1 that this was a matter that had been directed by Ms. Liczyk? 2 A: Well, as I indicated yesterday, Ms. Liczyk 3 or Mr. Brittain. 4 Q: Right. But you knew Mr. Brittain, from 5 your meeting, had not -- at least as of September the 22nd, 6 that that was not on his radar screen? 7 A: Agreed. 8 Q: Right. 9 A: So, yes. 10 Q: So you understood, I take it, that that 11 was a directive that had come from Ms. Liczyk? 12 A: I figured, even if Mr. Brittain had given 13 the directive, Jim would have spoken with Wanda. 14 Q: Right. You -- you figured, given the 15 dynamics and the hierarchy in that Finance Department that if 16 such a directive was going to be coming, it wasn't from Mr. 17 Brittain, it was going to be Ms. Liczyk wasn't it? 18 A: Yes. 19 Q: That was a decision that was going to 20 reach the top echelon of the Finance Department? 21 A: Well, I figured if Jim had an issue with 22 it he would have escalated it to Wanda. 23 Q: Right. So whether it first came from one 24 (1) of the other Directors and then got confirmed with Ms. 25 Liczyk, you're satisfied or you think the likelihood is that

1 Mr. Andrew would have taken it up to her anyway? 2 A: Yes. 3 Q: Right. And so your decision, ultimately, 4 to sign, the basis upon which you acted in signing the first 5 equipment schedule for the City was a five (5) minute hallway 6 conversation with the City's Chief Financial Officer? 7 A: No, it was the fact that my -- the 8 Executive Director of my area had directed me that there had 9 been a change and I sought confirmation. Normally, I would 10 not go to Ms. Liczyk, I would rely on my Executive Director 11 to be providing me with the -- the facts. 12 Q: Right. 13 A: And the fact that I happened to run into 14 Ms. Liczyk, I used the opportunity to voice my concerns. 15 Q: I think we agreed yesterday that this 16 change that had occurred from a three (3) year leasing 17 platform to a five (5) year leasing platform was a 18 significant change, right? 19 A: Well, it's significant in that it is 20 extending the life cycle of the equipment. 21 Q: Right. It -- 22 A: But it was also an understood change, 23 given the budget constraints that the City was under and the 24 fact that we were, basically starting into our whole budget 25 cycle.

1 Q: Right. But it was -- my question was 2 simply, it was a significant change? Yes or no? 3 A: Yes. 4 Q: All right. It was in the context of the 5 overall evolution of this leasing initiative, it was an 6 abrupt change. You agree? Given the timing of it? 7 A: Yes, but in that time frame, when -- with 8 amalgamation, I'd say a lot of change happened in that 9 manner, because people were basically completely overloaded, 10 between organizational change, issues like Y2K, issues like 11 budget cycle. There was a lot on everybody's plate. 12 Q: You were in a pressure cooker? 13 A: Everybody was. 14 Q: That was Ms. Ryley's cooking analogy for 15 you there. 16 MR. GORDON CAPERN: You missed our cooking 17 analogy, Commissioner, I'm sorry. 18 MADAM COMMISSIONER: Oh, sorry. 19 MR. GORDON CAPERN: At your request -- 20 MADAM COMMISSIONER: Pressure cooker, it's so 21 dated -- 22 MR. GORDON CAPERN: It's so 70's. 23 MADAM COMMISSIONER: -- it goes beyond my 24 experience. 25 MR. GORDON CAPERN: I'll break out the crock

1 pot in a minute. 2 MADAM COMMISSIONER: All right. 3 MR. GORDON CAPERN: I just didn't want you 4 guys to think that went by, that's all. 5 MADAM COMMISSIONER: I did find out the 6 importance of end zone is, though, yesterday, so you can use 7 that one (1) on me again and I'll understand it this time. 8 MR. GORDON CAPERN: Perfect, but I've been 9 struggling with cooking analogies, Commissioner, so I -- Ms. 10 Ryley's -- 11 MADAM COMMISSIONER: So you finally get one 12 (1) in -- 13 MR. GORDON CAPERN: That's right. Well, it's 14 Ms. Ryley's idea, it's not mine, that's all. 15 16 CONTINUED BY MR. GORDON CAPERN: 17 Q: The point is, these decisions were taken 18 in a very pressured environment? 19 A: These decisions were given in a very 20 pressured environment, yes. 21 Q: And you'll agree with me that in 22 environments like that, where people are proceeding and 23 everyone's operating I think as you put it, in -- under a 24 lot of pressure? People are operating, I -- you'll agree 25 with me, in a hurried fashion from time to time; is that

1 fair? 2 A: Hurried is maybe the -- the wrong term, 3 basically they're doing what they have to, to get the job 4 done. They're not looking for additional tasks. 5 Q: There's a risk in those environments from 6 time to time, that because of the speed at which things are 7 going forward, that the normal care that might be attendant 8 with decision making, might not be there; is that fair? 9 A: That's fair, but again, given the parties 10 that are directing this, I can only follow the directions I'm 11 given. 12 Q: Yeah, and we understand that, Ms. 13 Viinamae, and -- 14 A: Yes, agreed. 15 Q: -- okay. And I guess the question that I 16 have, given the significance of the change and the abruptness 17 of the change, did you think it was a good idea, even for 18 five (5) minutes or ten (10) minutes or twenty (20) minutes, 19 when the equipment schedule came in and required your 20 signature, did you think it was a good idea for you to sit in 21 a room, you and Mr. Andrew and Ms. Liczyk, and make sure all 22 three (3) of you were on precisely the same page about what 23 you were doing? Did you turn your mind to doing that? 24 A: I was keeping Mr. Andrew abreast of the 25 work that we were doing with regards to sales/leaseback on a

1 regular basis. I indicated that I'd say at the beginning of 2 September, that you know, we were trying to pull all of the 3 information and on a regular basis I was updating him. He 4 knew the progress, he knew that we were coming up to the 5 point of actually executing. 6 So, again, when he gives me the direction, 7 which basically from an Information and Technology 8 perspective is a change which I'm not happy with because of 9 the refresh, because of the life cycle of the equipment, but 10 it is basically a change in the term, and the direction is 11 coming from Finance. 12 And he has said this and it is confirmed by 13 Ms. Liczyk, for me to call them into a meeting again and say, 14 I just want to confirm this again, to be honest, I don't 15 think that they would have agreed to meet. 16 Q: You -- you think that would have been 17 unduly cautious on a $20 million commitment for the City, to 18 have -- for you to walk into the Chief Financial -- Chief 19 Financial Officer's office and say, Ms. Liczyk, or Wanda, 20 this is what I'm signing, I just want to confirm that it's 21 okay for me to sign this, in light of the fact that you and I 22 had a five (5) minute hallway discussion on this topic. You 23 think that's unduly cautious? 24 A: Again, the level of access that you think 25 I have to be able to walk into a Commissioner's office, that

1 was not the culture; right. I was getting the direction from 2 the Executive Director of IT, and he is my boss, at the time 3 he was the Acting Commissioner, from my perspective, for I&T, 4 and basically he was telling me he was getting this 5 directive, and that it was basically a fait accompli and that 6 I should be satisfied that at least we had a five (5) year 7 program. 8 For me to go back and question that again, 9 basically it would be challenging my boss. 10 Q: Right, but Mr. Andrew didn't sign the 11 agreement, Ms. Viinamae, you did? 12 A: Maybe I'm just not used to 13 insubordination. I'm used to the fact that if I'm given a 14 directive by my boss, who understands exactly what's going 15 on, that he understands that I'm not happy with this, but he 16 says, you do this anyway, that I should follow through on 17 that. 18 Q: Right. And I'm suggesting to you that on 19 a $20 million commitment, the extra step that it would have 20 taken for you, diplomatically and politely, to make an 21 appointment to see Ms. Liczyk, to confirm that she properly 22 understood the commitment that you were making on behalf of 23 the City, I suggest to you that that would have been an 24 appropriate level of caution in these circumstances, you'd 25 agree with that, or not?

1 A: I would highlight that I had tried -- not 2 only then, but, an ongoing basis, I have tried to make 3 appointments with Ms. Liczyk. Ms. Liczyk did not tend to 4 accept appointments with me, or she would she would not turn 5 up. 6 So, the path within the organization is clear, 7 you work within your department and usually if it is going 8 cross-department that happens at the most senior levels, or 9 you respond to questions that you are asked. 10 I am not in the habit of basically challenging 11 my boss on these issues. 12 Q: I'm not asking your to challenge her, Ms. 13 Viinamae, because I'm asking you -- let me just backtrack for 14 a second. Had you ever in your history at the City, prior to 15 this, made a commitment of this magnitude for the City? 16 A: Not this large, but, large. 17 Q: Right. This was the largest commitment 18 that you had ever made for the City, on the strength of your 19 signing authority, right? 20 A: Right. And -- 21 Q: And you're prepared -- 22 MADAM COMMISSIONER: Hang on -- 23 MR. GORDON CAPERN: Sorry -- 24 THE WITNESS: And the steps that I was asked 25 to follow to make that commitment with regards to collecting

1 the information, I think my e-mail confirms exactly what 2 steps and the reason I sent this e-mail was, I had no 3 documentation on what I had been directed to do and I can't 4 go to my boss and say, would you put that in writing for me. 5 My intent in sending an e-mail back to all the 6 parties, is saying, okay, I've done it. 7 8 CONTINUED BY MR. GORDON CAPERN: 9 Q: Right. And we'll get into what the "it" 10 is in a minute. 11 A: Okay. 12 Q: But, you didn't -- prior to sending, to 13 signing the agreement you didn't take up the opportunity to 14 send a confirming e-mail to Ms. Liczyk and Mr. Andrew? 15 A: I did. That's what this is. 16 Q: This speaks in the past tense, this 17 e-mail, Ms. Liczyk -- or Ms. Viinamae, I'm sorry, pardon me. 18 A: A Certificate of Acceptance acknowledges 19 receipt of goods. The equipment schedule is what actually 20 puts it on lease. 21 Q: And you're satisfied about that from your 22 careful reading of the agreements, are you? 23 A: I mean, again that is my understanding. 24 The Certificate of Acceptance, is where we say, these are the 25 items that we have basically received that are going to form

1 part of the equipment schedule, but the equipment schedule is 2 what actually attaches it to the lease. 3 Q: All right. We're going to come to that, 4 as well, later. But, I want to understand are you -- I'm 5 asking you, I guess, a more basic question than that. 6 You come out of a five (5) minute hallway 7 meeting, in which you've received confirming directions from 8 the Chief Financial Officer of the City, on five (5) year 9 leasing and I'm asking you, following that, did you send an 10 e-mail directly to Mr. Andrew and to Ms. Liczyk to confirm 11 that you'd had the discussion and that this was the -- these 12 were the steps that you were going to take, and this was the 13 commitment that you were going to make on behalf of the City, 14 on the strength of those directions? 15 A: No, this was the e-mail that I sent. 16 Q: This is it? 17 A: This is what I sent. 18 Q: Yes. And can I ask this, I'm puzzled by 19 this cultural issue, I suppose in a way, because I see this 20 in a lot of communications at the City and we've seen it in a 21 lot of the documentation that's here. People speak in their 22 written communications like departments have made decisions 23 and divisions have done X and business units have done Y. 24 And in this e-mail what you said: 25 "As requested by Finance, the lease term of

1 sixty (60) months has been used for this 2 certificate." 3 That e-mail as I look at it, is copied to or 4 sent to or copied to, at least three (3) if not four (4) 5 people that work in the Finance Department directly or 6 indirectly, right? 7 A: Agreed. 8 Q: That includes Ms. Liczyk, Mr. Brittain, 9 Mr. Pagano and Mr. Spizarsky? 10 A: Correct. 11 Q: Is there any reason, having just had days 12 before this, or maybe -- you've said it's days, before this, 13 a conversation with Ms. Liczyk in which you confirmed her 14 direction, why you wouldn't simply say in your e-mail that 15 this was her direction? 16 A: Again, as you said, it's a culture. I 17 mean, I'm indicating which area has directed it. 18 Q: But don't you think that that enhances the 19 risk of miscommunication when you write that way? When you 20 write about departmental responsibility as opposed to 21 individual responsibility? 22 A: I can only speak to the way in which a lot 23 of the municipal staff actually communicate, and this is 24 typical language. So -- 25 Q: As are result of which, we have to ask a

1 number of questions in order to find out who it is that 2 you're talking about when you say that, right? 3 A: Well again, Ms. Liczyk, being the most 4 senior party there, or any of the other parties, I mean, 5 there's different involvement from the different players, and 6 that is why these parties were copied. 7 Q: Right. But you didn't explain in your 8 e-mail that you sent out on October the 1st, having entered 9 into the commitment or about to enter into the commitment on 10 behalf of the City, you didn't articulate in this e-mail, 11 with clarity, where the direction and from whom the direction 12 had come, on an individual basis. And you didn't give any 13 indication in this e-mail why the people in this e-mail were 14 being copied, did you? 15 A: If I had known we were going to be in a 16 situation like this today, I would have had a book, but at 17 this point, this is my mechanism for confirming back to the 18 two (2) parties, but again primarily to my boss, as you see, 19 I mean, I'm making sure that Jim has directed me and I'm 20 copying Wanda because of our confirming discussion and as the 21 head of Finance. 22 Mr. Brittain had been involved through the -- 23 the whole project side of leasing, Mr. Pagano was the head of 24 Purchasing, so there would be implications from a Purchasing 25 standpoint for PO's and so forth and Mr. Spizarsky had been

1 the person that he had worked with and Mr. Power, as a 2 Project Manager for the initiative; that's why these parties 3 are copied. 4 Q: Right. But if you'd added a simple 5 paragraph that said, I'm copying Wanda because she made the 6 decision and I'm copying Mr. Brittain, Pagano and Spizarsky 7 because they've been involved in it, we'd -- it would have a 8 lot clearer, wouldn't it? 9 A: For someone that wasn't involved, yes. 10 Q: All right. Well then, perhaps for the 11 people that were involved, it would have been clearer, right? 12 A: I don't think anybody that received this 13 would have questioned their role. 14 Q: All right. Well I guess we'll hear about 15 that when Ms. Liczyk hits the stand, but in any event, that 16 is the extent of the confirmation, the written confirmation, 17 a two (2) paragraph e-mail that confirmed what you say were 18 your directions from Ms. Liczyk? 19 A: Yes. 20 Q: And from Mr. Andrew? 21 A: This is where I made sure that I let them 22 know that I was following through on the directions that they 23 had both given me verbally. 24 Q: And again, this is the extent of the steps 25 that you took to clarify and to confirm the direction that

1 you'd been given? 2 A: The direction that I had been given was 3 quite explicit and clear. And that is what I had followed 4 through on. 5 6 (BRIEF PAUSE) 7 8 Q: Because when you said in your conversation 9 with Ms. Liczyk that everything was going on a five (5) year 10 lease, I asked you about three (3) buckets of assets, ones 11 that had been purchased for Y2K, ones that would be purchased 12 for Y2K and ones that would be purchased as part of this 13 ongoing three (3) year lease program, right? 14 A: Yes. 15 Q: And this e-mail only speaks about the 16 first bucket, right? 17 A: Agreed. 18 Q: You don't put in your e-mail that as a 19 broader mandate, all of the future leases will be entered 20 into on a five (5) year basis, pursuant to this alleged 21 direction that you got from Ms. Liczyk? 22 A: And from Mr. Andrew. 23 Q: And from Mr. Andrew? 24 A: Agreed. 25 Q: Right. So, there are indeed portions of

1 your conversation with Ms. Liczyk that you did not confirm in 2 this e-mail? 3 A: Agreed, I was confirming a step that I had 4 taken that was executing the direction that I had given. 5 Q: Right, which is why I'm suggesting to you, 6 Ms. -- Ms. Viinamae, with the benefit of hindsight again, and 7 it's always twenty/twenty (20/20) in fairness to you and to 8 everybody else who's had to testify at the Inquiry. 9 With the benefit of hindsight, a clarifying e- 10 mail, clarifying communication -- written communication of 11 any type after your meeting with Ms. Liczyk, would have 12 ensured that all of you and she and Mr. Andrew, were on the 13 same page about the direction that the city was taking in 14 leasing; isn't that fair? 15 A: That's fair, but just to highlight again, 16 I have never, in all of the time that I was there, had the 17 term questioned. As a matter of fact, far from it. 18 Q: You never showed Ms. Liczyk the equipment 19 schedule that you were signing for the City? 20 A: It -- all of the documents that I would 21 sign would then be forwarded to Finance, but I didn't 22 personally show her, no. 23 Q: All right. 24 A: But again, maybe one (1) other point I'd 25 add is in that same January period, there was a spreadsheet

1 from -- a spreadsheet that basically outlined all of the five 2 (5) year commitments and so forth, also attached to that. 3 Q: I'd like to ask you about pricing on five 4 (5) year leasing. 5 A: Okay. 6 7 (BRIEF PAUSE) 8 9 Q: You knew -- and we've been over this, that 10 the -- what had gone to Council was three (3) year leasing? 11 A: Agreed. 12 Q: The price that had informed Mr. Rabadi's 13 analysis in the report that went to Council had involved 14 three (3) year leasing? 15 A: Agreed. 16 Q: Now, you said in your earlier testimony, 17 if I've got it right, and I don't have the reference here, so 18 you'll have to correct me if I'm wrong about this. I 19 understood you to say in your earlier testimony, that you 20 assumed that MFP had quoted five (5) year rates in its 21 response to the RFQ; right? 22 A: Yes, because when I was brought all of the 23 documents by Mr. Power, again he outlined what the documents 24 were, and basically explained all of the documents. 25 Q: Well you know Mr. Power's version of

1 events is different than that; right? 2 A: To be honest, I have not read all the 3 transcripts, I -- I -- there's no way I could. 4 Q: Right. 5 A: I can only work from my specific memory of 6 the events. 7 Q: Well, I'm going to suggest to you, Ms. 8 Viinamae, that you knew in fact, contrary to your assumption, 9 as you've stated in your earlier testimony, that MFP had bid 10 on five (5) year rates. I'm going to suggest to you that you 11 in fact knew that neither MFP, nor any of the companies, had 12 bid on five (5) year rates -- 13 A: I did not know that. 14 Q: -- when they responded? You didn't know 15 that at all? 16 A: If you could -- I did not know that at 17 all. 18 Q: You certainly knew that the basis of the 19 Council approval had not been on the basis of anybody's five 20 (5) year rates? 21 A: Agreed. 22 Q: Right. 23 A: That -- I knew that that was what had been 24 recommended was the three (3) year analysis. 25 Q: Right.

1 A: But I don't know all of the various 2 analysis that Mr. Rabadi had -- 3 Q: Well you -- 4 A: -- completed. 5 Q: -- I simply put to you that you knew that 6 Council hadn't considered any of Mr. Rabadi's five (5) year 7 analysis, if he in fact did any of them? You knew that? 8 A: Yes. 9 Q: And that's good enough in terms of what 10 Council approved and didn't approve, isn't it? 11 A: I'm sorry, go ahead? 12 Q: It doesn't matter what Mr. Rabadi does in 13 his office, what matters is what Council approves? 14 A: Again, there was the flexibility clause 15 which basically permitted the -- the lease extensions. 16 Q: The flexibility clause that you didn't 17 read before you signed the agreements? 18 A: The flexibility clause that I was assured 19 by the project manager and by my boss that provided that 20 authority. 21 Q: Now, Mr. Power's testimony when he was 22 asked about this, was that when it became evident that there 23 had been some direction from Finance to proceed with five (5) 24 year leasing, his evidence was that you instructed him to go 25 and get five (5) year lease rates, from the bidders,

1 including MFP? 2 A: Then why did I have to question what the 3 lease rate factors were when it was brought to me to for the 4 first time? 5 Q: I don't know the answer to that. Are you 6 saying that Mr. Power is not being truthful when he says that 7 you told him to go and get five (5) year rates? 8 A: I'm just stating the fact that I did not 9 ask Mr. Power to do that and as a result, I can't speak for 10 him. 11 12 (BRIEF PAUSE) 13 14 Q: Let's look at this for a moment. 15 A: Okay. 16 Q: Paragraph 75 of your affidavit, the first 17 sentence you acknowledge signing the first lease rate factor 18 sheet, right? 19 A: Yes. 20 Q: You say that Ms. Marks brought it to you 21 for signature? 22 A: Yes. 23 Q: Because you were the first signatory on 24 all leasing documents, such as the lease rate factors sheet, 25 Certificates of Acceptance and equipment schedules?

1 A: Yes. 2 Q: I'm not sure why that makes it appropriate 3 that you sign documents. I don't understand why you self 4 identified as the person who should be signing these 5 documents, can you help me with that? 6 A: For the I&T side of the organization from 7 a -- the implementation of this program, I'm now looking at 8 putting the Y2K on the lease, so I'm receiving this 9 information, there's the Council authority, I've been asked 10 to actually execute this by Mr. Andrew, the sale/leaseback, 11 that is why I'm doing it. 12 To show the I&T side of it, that the 13 information that is on the Certificate of Acceptance, has 14 actually been received and is accurate. 15 The lease rate factor sheets are the ones that 16 we will use for the, as such, bill to our clients, the 17 equipment schedules do actually attach the appropriate 18 Certificates of Acceptance that have been reviewed and 19 approved. 20 Q: All right. These are all contract 21 documents, Ms. Viinamae, right? 22 A: These are schedules to the master 23 agreement, yes. 24 Q: They bind the City to contractual terms, 25 that's what they do, right?

1 A: Yes. 2 Q: You are a self confessed novice in 3 leasing? 4 A: Agreed. 5 Q: Did it occur to you, that what you might 6 have done, is say to Mr. Andrew, you know, I don't know 7 anything about leasing and I'm not the right person to sign 8 these documents. Did that occur to you? 9 A: Mr. Andrew asked me to execute the program 10 and he knew that I had no -- I did not say that to him, he 11 knew the level of expertise I had. 12 Q: Right. With the benefit of hindsight, and 13 again we're here to help the City understand what it can do 14 to improve it's future practices, do you agree that as a 15 general prospect, that the person from the City who will be 16 signing contracts, should be one (1) who has, at least some 17 substantive knowledge of the subject area of the contract? 18 Do you agree that that would be a good thing? 19 A: Yes. 20 Q: Right. And you agree with me, that in 21 respect of the leasing contracts, it would have been 22 preferable, I suggest to you, that somebody with leasing 23 experience sign the contracts, do you agree with that? 24 A: Again, Mr. Power, was the Project Manager, 25 and he was, as such, our leasing expert and Mr. Andrew had

1 asked Mr. Power to provide that expertise. I was seeking 2 clarification from Mr. Power, that this all fit within the 3 proposal that had been provided by MFP, and that I should 4 proceed. 5 Q: Right. 6 A: So basically, Mr. Andrew's way of 7 addressing the issue was by giving me an expert. 8 Q: Oh, but Mr. Andrew had experience in 9 leasing, didn't he? 10 A: Yes, he did. 11 Q: He had way more experience than you did in 12 leasing, didn't he? 13 A: Agreed. 14 Q: Why wasn't it appropriate that Mr. Andrew 15 sign these contracts? 16 A: Mr. Andrew asked me to proceed. 17 Q: And you just did it? 18 A: Because he gave me a leasing expert to 19 work with me on it. He said, Brendan has got all the 20 experience. 21 Q: You're not suggesting in any of that, that 22 that diminishes your responsibility to know and understand 23 the documents that you're signing on the City's behalf? 24 A: I understand them at a -- what I call a 25 business level.

1 Q: All right. And you'll agree with me that 2 people's understanding of legal agreements will be enhanced 3 if they have experience in the subject matter of the 4 contract; is that a fair observation? 5 A: Yes. 6 Q: They can read the contract with the eye of 7 experience. That's a value, right? 8 A: Agreed. And I may add that -- 9 MADAM COMMISSIONER: Were you proposing, Mr. 10 Capern, that a consultant and not a City employee be the 11 person to sign the contract, or are you proposing that it be 12 the Executive Director? 13 MR. GORDON CAPERN: I -- it should be someone 14 at the City who has appropriate level of expertise in the -- 15 MADAM COMMISSIONER: You're not suggesting a 16 consultant, are you? 17 MR. GORDON CAPERN: No. 18 MADAM COMMISSIONER: Okay. 19 THE WITNESS: And I may add, that as part of 20 the, what I call the project phase, Mr. Power had worked with 21 Legal on the actual master contract. 22 23 CONTINUED BY MR. GORDON CAPERN: 24 Q: Yes, and we have the benefit of his 25 evidence on the steps that he did and did not take to deal

1 with the City's interests in the -- in those leasing 2 agreements. 3 A: Okay. 4 Q: We don't need to go back over that because 5 it suffices to say that you weren't privy, and I think on Mr. 6 Power's evidence you weren't privy to the vast bulk of, if 7 any, of those conversations and deliberations that he had 8 with the City's internal Legal Division and the City's 9 external legal counsel and also with the folks at MFP with 10 whom Mr. Power was negotiating the contract. 11 A: Agreed. 12 Q: There's no inference here that you were 13 involved in any of that, at least as far as I'm aware. But I 14 just wanted to focus on you as the acting party in this, on 15 the City's behalf. 16 A: Okay. 17 Q: And I want to go back to this issue of 18 pricing and what steps you did and did not take to get 19 verification of what you understood to be the state of the 20 world. 21 You knew that -- just going back to where we 22 started with this, you know that what Council had approved, 23 or had -- had in front of it for approval was pricing based 24 on three (3) year lease terms, right? 25 A: Correct.

1 Q: You know -- I take it, you didn't need to 2 be told that lease terms, that price that leases -- that 3 you -- you pay per month for lease would vary as the -- as 4 the lease term increases? 5 A: Yes. 6 Q: That's self evident, you don't need to be 7 an expert to understand that? 8 A: Agreed. 9 Q: Right. You averted -- you turned your 10 mind to the fact that you'd need to know what the pricing was 11 before you signed the contract, right? 12 A: I turned my mind to the fact that I wanted 13 it verified by Mr. Power. 14 Q: Right. 15 A: Yes. 16 Q: You -- you knew in your own mind, okay, 17 Council had the three (3) year pricing going, now we're on 18 five (5) years. You knew that you had to figure out what the 19 five (5) year pricing was, right? 20 A: Agreed. 21 Q: You know, because you've been through 22 this, that the City has to go through competitive processes, 23 right? 24 A: Agreed. 25 Q: And just as the City had had to go through

1 a competitive process for three (3) year pricing, the City 2 would have to go through a competitive process for five (5) 3 year pricing, right? 4 A: Again, my understanding was that the 5 flexibility clause permitted the City to basically implement 6 varying terms. 7 Q: Right. I'm not asking about the 8 flexibility clause, I'm asking a narrow band of questioning 9 about the pricing -- 10 A: Okay. 11 Q: -- on these contracts. Okay? Having 12 these discussions with Mr. Power, had you turned your mind to 13 the fact that somehow you've got to fix -- figure out what 14 the price is going to be that MFP is going to charge the City 15 for five (5) year leases, as opposed to the three (3) year 16 leases; right? You thought about that? 17 A: Again, my thought was that MFP had 18 provided that information, not that I had to figure out what 19 they were going to. 20 Q: You didn't ask Mr. Power to confirm that 21 there had been a competitive process with respect to five (5) 22 year leasing? 23 A: My assumption was that the proposals that 24 had been received from all parties had covered multiple 25 terms, so that when Mr. Rabadi was doing his analysis, that

1 he would be in a position to analyse the various scenarios 2 for the City. 3 Q: All right, I know that was your 4 assumption, my question was a simple one (1). Did you ask 5 Mr. Power whether there had been a competitive process with 6 respect to five (5) year lease rates, before you signed these 7 agreements? 8 A: As the proposals would have contained 9 multiple -- I didn't ask him the question. 10 Q: Thank you. 11 A: Okay. 12 Q: You didn't seek any written evidence from 13 him about whether there had been a competitive process for 14 five (5) year pricing on leases? 15 A: No. 16 Q: You didn't seek, for example, a copy of 17 the RFQ and a copy of the bids that had come in; is that 18 fair? 19 A: That's fair. 20 Q: You didn't even seek, if I've got it 21 right, a copy of the one (1) bid that you might have looked 22 at, in order to satisfy yourself as the signing authority for 23 the City, that that service provider had even given a price 24 for five (5) year leasing? You didn't even ask for that 25 document, did you?

1 A: I didn't ask for the document, I asked Mr. 2 Power to ensure that the information was compliant with the 3 proposal. 4 Q: And in your mind that was satisfactory for 5 you as a signing officer of the City? 6 A: I was relying on Mr. Power, who had 7 actually gone through the whole process and had negotiated 8 the contract, and was now basically educating me through the 9 first execution of these documents. 10 Q: Right, the fact that -- 11 A: He's the leasing expert. 12 Q: -- the fact is, I'm going to suggest to 13 you, Ms. Viinamae, at the time you signed this agreement, you 14 didn't even turn your mind to the fact that there may have 15 been a problem in the competitive process, insofar as there 16 had been no quotes from any leasing company for five (5) year 17 terms, at the time you signed the -- or were prepared to sign 18 the agreement? 19 A: Again, all I can state is that my 20 assumption was that that information was available, because 21 if it wasn't available, then I would have had to turn my mind 22 to, how do we do this? 23 Q: And you now know that MFP didn't bid five 24 (5) year rates; right? 25 A: That's my understanding.

55
  1                 Q:  Right, and had you checked that at the
  2  time with Mr. Power, gotten the written documentation, that
  3  you could have reviewed, before you signed off on a $20
  4  million commitment for the City, you would have known that
  5  MFP hadn't bid five (5) years; right?
  6                 A:  Yes.
  7                 Q:  You would have learned from that, that it
  8  was unlikely that any other leasing company had bid five (5)
  9  years; right?
 10                 A:  Yes.
 11                 Q:  You would have become aware of the fact
 12  that there had been no competitive process -- 
 13                 A:  Yes.
 14                 Q:  -- for five (5) year leasing.  You would
 15  have known that had you asked that, would you?
 16                 A:  Agreed, but again -- 
 17                 Q:  And you didn't?
 18                 A:  No, I didn't ask, but my expectation is
 19  that if there was an issue, Mr. Power would have raised it
 20  with me --
 21                 Q:  Yeah, and he let you down.
 22                 A:  -- and he did not.
 23                 Q:  -- is that what you're saying, he let you
 24  down?
 25                 A:  Well, he did not raise that issue to me.

1 Q: Right. And now with the benefit of 2 hindsight, he sure should have, shouldn't he? 3 A: Absolutely. 4 Q: Right. And again, to come back to this 5 topic of responsibility, direct and indirect, Ms. Viinamae, 6 you're the signing officer for the City, he's not. He's not 7 even an employee of the City. Which of you bears 8 responsibility for the absence of a competitive process on 9 five (5) year leasing, before you entered into a $20 million 10 commitment for the City? 11 A: I would put that back to Finance, because 12 the directive to go with five (5) year leases came from 13 Finance, and at no point did they highlight this either, and 14 Finance did the analysis. 15 Q: Right. You're saying that as a senior 16 Director of the City, that you have no responsibility in 17 respect of the complete absence of a competitive process, on 18 a contract that you signed; is that what your evidence is? 19 A: No, my evidence is the fact that I took 20 direction from the area that would have ensured and is 21 responsible for ensuring a competitive process, Finance. 22 Q: You didn't ask for a single document that 23 would have verified the assumptions that you were making, is 24 that fair? 25 A: That's fair.

1 Q: And with the benefit of hindsight, you 2 should have done that, shouldn't you? 3 A: That would have been good, yes. 4 Q: So, I'm going to suggest to you, Ms. 5 Viinamae, that this is one (1) of those things that you 6 should add to your list, or you should take some indirect 7 responsibility? 8 A: I would take indirect responsibility for 9 not asking for documents to support all of the decisions. 10 11 (BRIEF PAUSE) 12 13 Q: Now, I just want to start at, dealing with 14 this issue of documents that you signed. I want to start 15 with your paragraph 130 in your affidavit. 16 MADAM COMMISSIONER: 30? 17 MR. GORDON CAPERN: 130. 18 MADAM COMMISSIONER: 130. 19 20 (BRIEF PAUSE) 21 22 CONTINUED BY MR. GORDON CAPERN: 23 Q: Your first sentence says: 24 "I initially executed all documents except 25 the master lease agreement and the program

1 agreement." 2 And I think in your last testimony, you made a 3 point of describing the agreements that you -- you know -- I 4 called them contract documents, because I think they are 5 contract documents, but, the documents that you did sign, 6 they were the equipment schedules, the Certificates of 7 Acceptance? 8 A: Agreed. 9 Q: And in your mind, these were documents 10 that reflected the operational side of the leasing program, 11 is that a fair observation? 12 A: Yes. 13 Q: And your preference, I take it, was that 14 the -- were you aware, let me start from a different point, 15 were you aware that there were umbrella agreements or 16 agreements that would govern the overall relationship between 17 the City and MFP? 18 A: My understanding is that's what the master 19 lease agreement was. 20 Q: Right. You knew that there was a document 21 called a master lease agreement, and a document called a 22 program agreement, as well? 23 A: Well, the program agreement really went 24 through the steps that MFP would take to, I think it is, 25 issue the purchase orders on behalf of the City.

1 Q: That's fair enough, but, I guess my point 2 is -- 3 A: It's a process document. 4 Q: -- it's a process document, the master 5 lease document -- 6 A: Is the -- as such the terms and 7 conditions. 8 Q: And am I right that you -- as I mean as I 9 read your first paragraph, I understand you to say that you 10 didn't sign those agreements. This is the first sentence of 11 paragraph 130, you didn't sign the master lease agreement or 12 the program agreement, right? 13 A: Yes. 14 Q: Right. And that you never did? 15 A: I definitely never signed the master lease 16 agreement -- I was wondering about the program agreement, 17 because -- I know that the program agreement was re-executed. 18 Q: Yes -- 19 A: May I turn to one (1) of the Volumes? 20 Q: I'm going to take you to the one (1) you 21 did sign. 22 A: Okay. 23 Q: You actually did sign a program agreement 24 and that's why I wanted some clarification on what you meant 25 in paragraph 130, because I -- you qualify your execution by

1 saying that you initially executed all documents, except the 2 master lease agreement and the program agreement. And -- 3 A: Because, to be honest, until I think it 4 was a day ago, Ms. Ryley and myself were going through the 5 master volumes and that's where we identified the fact that a 6 lot of the re-executed documents are not in this binder, and 7 that's where I saw my signature on the program agreement. 8 Q: Okay. Well -- because I saw your 9 signature on the program agreement as well, which is why I 10 was puzzled by the first sentence in your -- 11 A: So that is an inaccuracy. 12 Q: -- paragraph 130. Yes, that's wrong? 13 A: Right. 14 Q: Right. 15 A: Now, there is a program agreement signed 16 by Ms. Liczyk as well, in the database that's not in the 17 binders. 18 Q: Right. And I gather that that occurred, 19 at least in part where there was a -- the re-execution of 20 certain of the -- of the contract documents between the City 21 and MFP because there was some concern raised about the 22 adequacy of your authority to bind the City. Is that fair? 23 A: Yes. 24 Q: Right. And that was dealt with by way of 25 a re-execution of certain of the -- of the contracts?

1 A: I think it was part of that whole opinion 2 letter where they asked them to go back over and ensure that 3 everything was, basically, approved, legal and that they -- 4 it had been appropriately executed. 5 Q: Yes. Right. And -- and I think we 6 all -- we've heard a lot about that and I gather that you 7 weren't, per se, involved in that directly, except in respect 8 of -- I think Mr. Doyle's given some testimony about you 9 coming to see him to -- about the Certificate of Incumbency. 10 A: Which I dispute. 11 Q: All right, fair enough. 12 A: It's possible that, maybe someone from my 13 office went to see him, but not myself. 14 Q: But let me just, rather than sort of 15 getting into the minutia of what you did sign and you -- you 16 didn't sign and when you did and you didn't sign it, in your 17 mind, because I -- what I understood you to be saying in your 18 earlier testimony was that there were certain types of 19 documents that you were comfortable signing for the City 20 because they were operational type documents that -- where -- 21 where you might have some knowledge that would allow you to 22 review the document and make sure that it was correct and 23 accurate so that you could then comfortably sign it for the 24 City. Is that a fair characterization? 25 A: That's part of it, but I think there's the

1 other component, which is that, especially at Metro, there 2 was a -- a process whereby the master contract would be duly 3 executed and then the -- all of the attachments to that 4 contract would then be managed through the, as such, 5 operating area. 6 Q: All right. And so, just -- I think some 7 of us are learning about these contract structures for the 8 first time, in this Inquiry. I mean, I've seen -- was it 9 common in your experience, I know you weren't involved in 10 leasing, but in other types of service or supply arrangements 11 with Metro, that there would be these types of umbrella 12 agreements that would cover, and then there would be sub 13 operating agreements that would be signed by different groups 14 of people? 15 A: Yes. 16 Q: Right. And that's why I was trying to 17 understand, what conversation or conversations, if any, did 18 you have about the issue of who should be signing contract 19 documents? Because I think we know now, with the benefit of 20 having the documents in front of us, that the master lease, 21 for example, was signed by Mr. Shultz on Mr. Liczyk's behalf, 22 together with Ms. Wong, Novina Wong, who is the City Clerk, 23 and I think Jeff Abrams as well. 24 A: Well, I think Jeff did it for Novina -- 25 Q: I'm sorry, you're right.

1 A: -- and Mr. Doyle did it for Legal. 2 Q: Right. And then on the other hand we 3 have these more operational type agreements, that, at least 4 initially, you signed on -- on the City's behalf. And I'm 5 wondering just, can you explain to me the -- the context in 6 which any discussions or agreements occurred in which how you 7 divvied up who was going to sign what? 8 A: Okay. Maybe one (1) of area I'd want to 9 point to is in the Council report. Remember that addition I 10 requested? Which is that all of the necessary officials be 11 authorized to enter into agreements in support of. 12 So that is the -- that was like a standard 13 clause that was always added to -- to Council reports for 14 Metro, which permitted the operational areas to then execute. 15 Q: I see. But -- 16 A: No, I -- I -- 17 Q: And that -- 18 A: -- but I just wanted to give that 19 first -- 20 Q: Sure . 21 A: -- as a starting point. Then in 22 developing our procedures, the actual CMO procedures and 23 working with Purchasing on how we would be going forward with 24 acquisitions, we were walking through with them, the steps 25 that were involved regarding, you know, what MFP would do,

1 what Purchasing would do, what I&T would do. 2 And a lot of this was around the area of the 3 process of bringing goods in and ensuring that payment would 4 occur through the SAP system, or whatever system at that 5 time. 6 So, in those discussions with Purchasing, I 7 was walking through and highlighting to them, you know, what 8 I was doing and that's when the first question came up with 9 regards to the signing. 10 Q: Can I just ask you to do me one (1) 11 favour, when you're answering questions about your 12 discussions with particular people, it would be helpful so I 13 don't have to interrupt you, if you would say -- rather than 14 saying Purchasing or Finance, would you tell us who it was 15 you were having the discussions with, as you go through? 16 A: Okay. You'll have to point me to the 17 document if I'm going to be accurate. This is the -- I think 18 it's documented in a December 9th -- no -- well, it was 19 around that time, from Mr. Pagano back to myself, with the 20 leasing procedures attached. 21 But it was definitely -- I mean, the people 22 that I know without even looking at the documents that were 23 involved was Mr. Spizarsky, Mr. Beattie, Pagano -- 24 Q: And was there some discussion there about 25 the authority issue, did you have the -- the -- was there any

1 discussion whether you had authority to sign -- 2 A: I indicated what I was doing and they 3 asked me, you know, did I have the authority, and I said, 4 yes, to my understanding I do, from the Council report, and I 5 agreed that coming out of that meeting that I would ensure 6 that I had documented everything that I was doing and that I 7 would copy all of the necessary parties and that is that 8 February something e-mail that I sent out to all parties, 9 saying, as discussed yesterday, and listing the documents 10 that I was signing. 11 Q: All right. 12 A: Now, I understand from Commission Counsel, 13 that parallel to that, but without my knowledge, there had 14 been a similar discussion occurring, I think around the 15 opinion letter, but I wasn't privy to that, but they all came 16 together at the same time and when I actually met with 17 Commission Counsel the first time, that's when they pointed 18 me to all of these other documents, which I had never seen 19 before. 20 Q: What steps, if any, did you take, other 21 than the Council report, to verify that your signing 22 authority was adequate to make the commitments for the City? 23 Was it simply the Council report that you relied on? 24 A: It was a combination of the Council 25 report, and making sure that Mr. Andrew and Mr. Power knew

1 what I was signing, and Mr. Power was the one (1) that really 2 was walking through what each of the documents were. 3 So, he was as such, educating me on, okay, 4 this is what the lease rate factor sheet is, and this is what 5 the Certificate of Acceptance is, and this is what the 6 equipment schedule is. 7 Q: Okay, but I'm asking you about -- not 8 about the substance of the documents, but about your 9 authority to sign them. I mean, you wouldn't be looking to 10 Mr. Power to tell you whether you had authority to do 11 something on behalf of the City, would you? 12 A: No, I would say Mr. Andrew. I basically 13 confirmed that I was executing these documents, and he said, 14 yep, and Mr. -- sorry, Mr. Andrew, was aware of what those 15 documents were, because he had been executing them for the 16 former Councillor's lease. 17 MADAM COMMISSIONER: Did you know that at the 18 time? 19 THE WITNESS: I knew he was the person working 20 on that with Ms. Bulko and I'd subsequently learned also Ms. 21 Jiwa was involved, but I didn't realize that she was at that 22 -- prior to that. 23 24 25 CONTINUED BY MR. GORDON CAPERN:

1 Q: And -- and I guess my question, going back 2 to the topic we had -- were on about yesterday, about control 3 of -- or responsibility for the leasing program. 4 I -- I take it by the time you started signing 5 documents for the City, it was evident to you that you were 6 responsible for the leasing program? 7 A: The first document as -- which was 8 primarily the sale/leaseback, absolutely the -- I had begun 9 to develop the procedures, because I needed the procedures 10 for Y2K, I would say the formal confirmation occurred in the 11 spring of 2000, but I knew that Mr. Franey was not playing a 12 very active role and Y2K had a need for those procedures for 13 the acquisitions we still needed to do and for the 14 acquisitions that were in progress. 15 So I was obviously pushing at that point, to 16 make sure that we had some procedures to actually use from a 17 Y2K perspective. 18 Q: You were prepared to step up and make sure 19 that this would happen, so that your -- at least your 20 immediate program Y2K would be served properly by this 21 program? 22 A: Agreed. And Mr. Andrew did confirm the 23 fact that, basically the program, the operational program had 24 not been staffed as yet, and that at least Y2K had staff, so 25 if we could, sort of, proceed until that staffing occurred,

1 which did in January of 2000. 2 Basically that was, as such, the combination 3 transition from Mr. Power, as the Project Manager working 4 with Mr. Andrew, the Y2K Program needing to use the program, 5 helping to develop procedures, using his expertise to assist 6 us in doing so and then resulting in the actual program, 7 kicking off in January of 2000. 8 Q: And I supposed that the -- part of the 9 logic behind the transition of the people who had run parts 10 of the Project Management Office with you for Y2K, becoming 11 the same staff for the Contract Management Office and the 12 leasing program for example, Ms. Bulko and Ms. Marks, was 13 partly because their work on Y2K was about to be winding 14 down, right? 15 A: They were the level four (4) -- level 16 four's (4) in the organization and we were just in the 17 process of doing the competitions for those levels at that 18 time. 19 So they had not -- they didn't have a 20 permanent job, at all -- 21 Q: Right -- 22 A: -- so everybody at that time was competing 23 not just for the CMO roles, but, for all of the manager roles 24 across I&T. 25 Q: Right. I digressed, I want to come back

1 to what I was talking about, which was signing. 2 MADAM COMMISSIONER: We don't have a whole lot 3 of time for digression. I know that sounds harsh, but -- 4 MR. GORDON CAPERN: I agree, Commissioner -- 5 MADAM COMMISSIONER: -- if we want to finish 6 Ms. Viinamae, this week, I do and she needs to, then -- 7 MR. GORDON CAPERN: We'll push on 8 Commissioner. Thank you. 9 MADAM COMMISSIONER: Why don't we take the 10 morning break, now. 11 MS. BAY RYLEY: Madam Commissioner? 12 MADAM COMMISSIONER: Yes -- 13 MS. BAY RYLEY: -- if I could just -- just for 14 the record, Ms. Viinamae, was referring to a CMO leasing 15 process document and there is one (1) version of that at 16 Begdoc 29387, which I believe is page -- there's probably 17 another version in the binders, but, Mr. Moore took us to 18 that on page 411 of his Finance binder and if I could just 19 make a brief point about, since we have been referencing the 20 master lease binder, the index is not -- is not accurate. 21 There are a number of errors and so we 22 shouldn't be relying on the index for what the documents -- 23 for what the Tabs actually say. 24 MADAM COMMISSIONER: I'd be grateful if you 25 could mention that to Ms. Hogan. All right.

1 Okay, ten (10) to. 2 REGISTRAR: The Inquiry is recessed until 3 11:50 a.m. 4 5 --- Upon recessing at 11:28 a.m. 6 --- Upon resuming at 11:50 a.m. 7 8 THE REGISTRAR: The Inquiry is now resumed. 9 Please be seated. 10 MR. GORDON CAPERN: Commissioner? 11 MADAM COMMISSIONER: Yes? 12 MR. GORDON CAPERN: I do need to go back, ever 13 so briefly, to the September 22nd to September 30th window 14 that we were discussing when we started today. 15 16 CONTINUED BY MR. GORDON CAPERN: 17 Q: I didn't ask you one (1) question, which 18 was your communications with MFP during that period, if any. 19 You talked about conversations with Mr. Andrew and Ms. Liczyk 20 about five (5) year leasing, did you have any conversations 21 at all, with anybody from MFP during that period, about five 22 (5) year leasing? 23 A: No. 24 Q: Did you have any communications with 25 anybody from MFP at all, during that period?

1 A: I can't -- I mean, I can't be that 2 specific. You could -- 3 Q: All right. 4 A: -- point me to my calendar -- 5 Q: Well -- 6 A: -- and I could check. 7 Q: It -- it may be an interestingly timed 8 event, Ms. Viinamae, but when I looked at your calendar for 9 that period, and I'll take you to Volume IV, Tab 6. 10 11 (BRIEF PAUSE) 12 13 Q: The starting Begdoc number at that tab is 14 39920. We have to go well into the document, at 40006 -- 15 A: Yes. 16 Q: -- to find the September 23rd document. 17 And I can take you to another document as well, from MFP's 18 production if that assists? I won't do it if I don't need 19 to. But your calendar has you at an MFP golf tournament the 20 day -- 21 A: Correct. 22 Q: -- after your meeting with Mr. Brittain? 23 A: Correct. 24 Q: Did you go to that tournament? 25 A: To the best of my knowledge, yes.

1 Q: All right. And who invited you to that 2 tournament? 3 A: Was it Ms. Cowie? I'm not sure, but Mr. 4 Andrew was the one (1) that indicated that he was going, but 5 I think it was Ms. Cowie that actually sent me the -- I'm 6 not -- I can't remember off hand. 7 Q: All right. In any event, did you -- did 8 you meet with and speak with people from MFP that day at the 9 tournament? 10 A: I would have sort of had a brief 11 discussion, but if I'm not mistaken -- I'm just trying to 12 think, I got there around -- I think around two o'clock in 13 the afternoon because I had to miss the first part altogether 14 because I -- I had commitments. 15 And I can't even remember who I played with, I 16 may have been playing with Ms. Bulko, Ms. Leggieri. I -- I 17 can't remember having any -- 18 Q: All right. 19 A: -- sort of, real discussions with MFP 20 because I think I was playing with primarily City people. 21 Q: All right. And so at this golf 22 tournament, to your memory, was there any discussion with 23 them about how are things going with the leasing program, 24 where are we, you know, when are we going to get this moving 25 along? Anything of that nature, to your knowledge?

1 A: Just -- again, just general discussion but 2 nothing specific and as a matter of fact, it was the first 3 time that I had -- I think it was the first time I'd met -- 4 what's her name? Irene. 5 Q: Irene Payne? 6 A: Yes. So again, it was more, you know, one 7 (1) of those sort of getting to know people at the 8 organization. 9 Q: And just to help us with this, do you have 10 any memory about whether the golf tournament was before or 11 after your conversation with Mr. Andrew about the five (5) 12 year leasing? 13 A: I would say before. 14 Q: Right. So you have no memory of any 15 discussions of substance that would be relevant to matters at 16 the Inquiry -- 17 A: No. 18 Q: -- at that golf tournament? 19 A: No. 20 Q: Did you see any other senior people from 21 the City there, other than Mr. Andrew? Was Ms. Liczyk at the 22 tournament, to your knowledge? 23 A: I know that I've seen her there, again, I 24 can't even remember if I've been to one (1) or two (2), but 25 I've definitely seen Ms. Liczyk at an MFP golf tournament,

1 because we all sat at the same table. 2 Q: You're just not sure if it was that 3 particular one (1)? 4 A: Exactly. 5 6 (BRIEF PAUSE) 7 8 A: Oh, I may add, Mr. Andrew was there as 9 well. 10 MADAM COMMISSIONER: At this one (1) or 11 another one (1) you mean? 12 THE WITNESS: I'm sorry? No, well, he'd asked 13 me if I'd seen any senior people, and somehow we discussed 14 Ms. Liczyk and that was it and I realized there were other 15 parties that I had seen. 16 MR. GORDON CAPERN: The program agreement, 17 which is found at Master Lease Volume -- I just don't know -- 18 I'm not sure if I have the exhibit number, Commissioner, I'm 19 sorry. It's at Exhibit 18, Volume I, Tab 2. 20 21 (BRIEF PAUSE) 22 23 CONTINUED BY MR. GORDON CAPERN: 24 Q: If I can flip you to -- the document 25 number on that is 20610.

1 A: Correct. 2 Q: And if I can take you to numbered page 3, 3 which is 20612, that is your signature on this agreement? 4 A: Correct. 5 Q: Right. The agreement on its face appears 6 to be made as of the 1st day of October, 1999? 7 A: That's what it says, yes. 8 Q: All right. And it says in the witness 9 line above the -- where you've signed it, on the third page, 10 that the -- you're agreeing that: 11 "The parties have properly executed the 12 program agreement by their duly authorized 13 officers as of the date first noted above." 14 Which is again, October the 1st of 1999? 15 A: Yes. 16 Q: Right. Do you have any reason to believe 17 that you signed this particular agreement on a date other 18 than October the 1st of 1999? 19 A: I have no reason to believe it, but again, 20 it's possible. You know, the same way as the Certificate of 21 Accept -- like, there was a whole lot of documents around the 22 same time. The Certificate of Acceptance, the equipment 23 schedule, the program agreements and so forth. 24 25

1 (BRIEF PAUSE) 2 3 Q: Do you have any memory of how the 4 execution copies of these agreements, the program agreement, 5 the equipment schedule, how they arrived at the City? 6 A: Sometimes Mr. Domi, I think, other than 7 that, usually I'd find them in my in-box. 8 MADAM COMMISSIONER: Do you mean over the -- 9 all the years, or do you mean -- 10 MR. GORDON CAPERN: No, those particular ones. 11 MADAM COMMISSIONER: -- those ones. Those 12 ones. 13 MR. GORDON CAPERN: I mean, conspicuously, the 14 reason I ask, Commissioner, is conspicuously absent from the 15 database is -- at least on my review of it, are any letters 16 of transmittal or e-mails that would have -- 17 MADAM COMMISSIONER: Okay. 18 MR. GORDON CAPERN: -- sent these documents 19 over, and I'm just wondering if the witness can help us 20 understand whether she has any knowledge of how the documents 21 physically -- the first set of contract documents physically 22 arrived at the City? 23 THE WITNESS: Could you explain to me that 24 absence of. I just want to make sure that it wasn't 25 something that later evolved?

1 CONTINUED BY MR. GORDON CAPERN: 2 Q: No, I'm just saying, we've got contract 3 documents that appear on their face to have been signed on 4 October the 1st, which is the same day you sent the e-mail 5 out. 6 A: Right. 7 Q: And one (1) of the things that I'm curious 8 about in all of this is the timing and how all of the 9 documents got prepared in time for your signature on October 10 the 1st and how they physically arrived at the City. 11 Because Mr. Power's testimony -- he has 12 testified extensively about the drafting of the agreements 13 and the deliberations that went on and I know you don't know 14 anything about that, so I'm not going to ask you about it, 15 but, I'm wondering whether you're able to help us understand 16 once the decision was taken, to go to five (5) year 17 leasing -- 18 A: Right -- 19 Q: -- how we then moved forward so quickly to 20 get the documents into final execution form and delivered to 21 the City. Are you able to help us with that, at all? 22 A: No, again, I know that the parties that -- 23 especially around this time that I interfaced with, at all, 24 with regards to these documents were Mr. Power and Ms. Marks. 25 So, if things came into my inbox and I had a

1 question, it would be Mr. Power, but, I'm not sure how they 2 received the documents. 3 Q: Now, fair enough -- and so bottom line is 4 you don't know -- you don't know how they got there, but, 5 they were put in front of you for signature? 6 A: And tabbed for signature, yes. 7 Q: Right. By Ms. Marks or Mr. Power? 8 A: I'm not sure, but, they were tabbed for 9 signature where I was supposed to sign and if it was -- 10 especially around this time, where I hadn't seen these 11 documents before, Mr. Power would explain to me, what the 12 documents were. 13 Q: Right, that would -- because you hadn't 14 seen them before, that would heighten your concern about 15 making sure that you understood them before you signed them? 16 A: Yes. 17 Q: Right. And as you say, I think -- 18 A: May I add, and also just to make sure that 19 this was, sort of, what had been proposed. 20 Q: And that was actually my next question -- 21 A: Oh -- okay. 22 Q: -- Ms. Viinamae, which is helpful, because 23 I understand, just going to this program agreement itself, 24 you acknowledge, you've taken the opportunity to review it, I 25 take it, in prepared for your testimony, have you?

1 A: At a high level, yes. 2 Q: Well, fair enough. Did you review this 3 document, did you read it before you signed it on October the 4 1st? 5 A: Yes. 6 Q: Did you read it carefully? 7 A: I read it from what I call the -- I looked 8 at it for what I call the business side. 9 Q: And so -- and just so that I can 10 understand that, then I gathered from your previous testimony 11 that two (2) of the documents that you never saw were the RFQ 12 and MFP's bid? 13 A: Correct. 14 Q: Okay, you didn't know what MFP had put in 15 its proposal? 16 A: Agreed. 17 Q: Right. And so you didn't know what MFP 18 had offered to do, when it did on the -- in response to the 19 RFQ? 20 A: Again my understanding is that we were 21 looking at primarily pricing. So it was leasing services. 22 Q: I understand, but, this document on its 23 face, goes well beyond pricing? 24 A: This document outlines the process for the 25 ordering and acceptance of equipment and the mechanism by

1 which it will be added to the lease. 2 Q: Right. And it also -- I'm going to take 3 you, I'm not going to spend a whole lot of time on this 4 agreement, but, I am going to take you to one (1) specific 5 section of it -- 6 A: Okay -- 7 Q: -- which is Section 5.2 under the heading 8 of indemnity. 9 A: Okay. 10 Q: And I appreciate what you say, that this 11 was largely, at least from your vantage point, a process 12 document which dealt with the means by which equipment would 13 ultimately perhaps end up on a equipment schedule? 14 A: Right. 15 Q: That was your understanding of the 16 document? 17 A: That's how it was explained to me. 18 Q: Right. Now, when you look at 5.2 and I 19 think you touched on this topic in passing, in some of your 20 earlier testimony. The ramifications of what happens if the 21 City takes equipment and then doesn't enter into a lease with 22 MFP. 23 24 (BRIEF PAUSE) 25

1 Q: This -- I think you comment on this in the 2 context of whether MFP was an exclusive or not, and the fact 3 that the City's recourse was perhaps to go out and find 4 another leasing vendor if you didn't like the quarterly lease 5 rates that MFP was quoting from time to time. Do you 6 remember that -- 7 A: Yes -- 8 Q: -- testimony? 9 A: Yes. 10 Q: That was the City's recourse, right? 11 A: Correct. 12 Q: It's this provision under 5.2 that creates 13 the financial implications for the City if you do that. Did 14 you understand that at the time that you signed the 15 agreement? 16 MS. BAY RYLEY: Madam Commissioner? 17 MADAM COMMISSIONER: Yes? 18 MS. BAY RYLEY: I don't know that Ms. Viinamae 19 is in a position to give a legal interpretation of a 20 particular section, here. 21 MADAM COMMISSIONER: Oh, I know that. Don't 22 worry, I won't -- I would not be taking Ms. Viinamae to be 23 giving a legal opinion. 24 MR. BAY RYLEY: Well -- or a legal -- 25 MADAM COMMISSIONER: What was your question,

1 again? 2 MR. GORDON CAPERN: I -- I'm never 3 understanding why it is that people who sign contracts can't 4 tell me -- I can't examine them about what's in them. And 5 what I'm interested in knowing, Section 5.2 operates on one 6 (1) of the precise business terms that the witness just said 7 that she reviewed. 8 MADAM COMMISSIONER: Well, I think she said 9 she looked at it from a, sort of a high level or business 10 purposes -- 11 MR. GORDON CAPERN: Well, she said she looked 12 at it for the business -- 13 MADAM COMMISSIONER: For the business side. 14 MR. GORDON CAPERN: The business side. 15 MADAM COMMISSIONER: Right. 16 MR. GORDON CAPERN: Right. Well, this is the 17 business side. 18 THE WITNESS: I'm not sure what the question 19 is. 20 21 CONTINUED BY MR. GORDON CAPERN: 22 Q: My question is, did you review Section 23 5.2? 24 A: I would have read the document, yes. 25 Q: Did you understand how it operated at the

1 time that you signed the agreement? 2 A: My understanding is if -- if we took 3 equipment and then two (2) months later, we decided that we 4 did not want to lease that equipment, that we would have to 5 pay the rent for the period we had it and that was it. 6 Q: All right. And then you had to do what 7 with it? 8 A: We had to fund it. 9 Q: You had to buy it? You had to, what, go 10 to another leasing company? What did you have to do? 11 A: No, my understanding is that, basically, 12 we had to purchase it and then we had to pay them rent, that 13 was the differential for that period. 14 Q: You had to pay them rent from the time you 15 took possession of the equipment until the time -- 16 A: That we walked away -- 17 Q: -- you abort. And did that make 18 commercial sense to you, when you signed it? 19 A: Well, if we -- if we had asked them to 20 acquire it on our behalf and we had used it for six (6) weeks 21 or whatever, and then we decided, no, we'll have it but we're 22 not going to lease it from you, I would -- I mean, my 23 assumption is, they're entitled to some compensation for that 24 period of time. 25 Q: But did that raise any concerns with you,

1 at the time, about the bigger picture, which is that you 2 knew, on your own evidence, that MFP was the only leasing 3 company that had been selected, right? 4 A: Correct. 5 Q: On your own evidence, and I think you'd 6 agree, as a good City practice, you didn't grant them an 7 exclusive arrangement, right? 8 A: Agreed. 9 Q: You had some evidence or assistance from 10 Mr. Power, as you've testified, and I won't take you over 11 that again, about this somehow being tied to some index, 12 their future lease rates being somehow tied to some index? 13 A: There's a fixed formula for changes to 14 rates, yes. 15 Q: Well, that's what you understood, right? 16 A: That's what he communicated to me,. 17 Q: Right. But because you didn't their bid, 18 you didn't confirm that yourself, right? 19 A: Correct. 20 Q: And was it anywhere -- was the -- this 21 tying to the index, was that anywhere in this document that 22 you signed? 23 24 (BRIEF PAUSE) 25

1 A: Not in this document, no. 2 Q: No. And did you take steps, having 3 recognized -- in your own affidavit, I think you recognized 4 the importance of there being some future pricing mechanism 5 for this program, right? 6 A: Again, since this was an RFQ, my 7 understanding is there was a fixed formula, or else it 8 couldn't have been a Q. 9 Q: Right. Well, it wouldn't have made sense, 10 commercially, you agree with me, it wouldn't have made sense 11 for the -- commercially, for the City to get into a leasing 12 arrangement with -- for three (3) years, with a vendor where 13 there was no agreement on how price was going to be fixed 14 over that three (3) year term? 15 A: Agreed. 16 Q: That would make no commercial sense, 17 right? 18 A: Agreed. 19 Q: And my point is that, this provision in 20 the agreement was the one (1) that operated, as you 21 suggested, if you didn't like MFP's rates from time to time, 22 you had to something about it, right? 23 A: Not -- I mean, I saw this as an out clause 24 but not a -- on a from time to time as an out clause 25 altogether. In other words, if we wanted to walk away, I

1 mean, my understanding is that we were going forward on 2 leasing and basically, if we were dissatisfied for any reason 3 with MFP, then we had a way of getting out, if we -- and that 4 we would have to, as such, rent the equipment for a period of 5 time. 6 Q: All right. But as with -- I guess I'll 7 come back to this because it all comes on the same theme, 8 which is the fact that you didn't review the source documents 9 at the time you signed the agreements on behalf of the City, 10 or certain of the agreements on behalf of the City. 11 You turned your mind to the issue of 12 downstream pricing with Mr. Power, enough that you asked him 13 how price was going to be fixed for subsequent lease rates in 14 subsequent quarters; right? 15 A: When I saw the lease rate factor sheet, 16 yes. 17 Q: Right, you turned -- you thought about 18 that at the time; right? 19 A: Yes, because he indicated to me that it 20 was only for a quarter. 21 Q: Right. And you signed the agreement on 22 the -- on the strength of what he told you; right? 23 A: He was the person that had actually 24 negotiated with Legal, he had been the party that had run the 25 entire process, yes.

1 Q: The answer was yes? 2 A: Yes. 3 Q: Okay, I -- I understand why you say you 4 relied on him, I don't need to hear that with each response. 5 A: Okay. 6 Q: And I think the Commissioner understands 7 the point too, I'm simply trying to understand the basis upon 8 which you acted in signing a lease rate factor form? 9 A: Agreed. 10 Q: Okay. And that was on your own admission, 11 you had no idea what the document was; right? 12 A: Agreed. 13 Q: You had to go to Mr. Power to get an 14 explanation about what it was? 15 A: Agreed. 16 Q: And you didn't, on the -- on the issue, 17 that I just asked you about, which is the future 18 determination of lease rates on a quarter by quarter basis, 19 you didn't ask to see and did not see the source 20 documentation to confirm that that -- that there was some 21 fixed manner of determining price going forward? 22 A: I did not ask to see it. 23 Q: Right. And with the benefit of hindsight, 24 we've all seen this clause and we've been over numerous times 25 at this Inquiry, MFP's response, and the fact that it is in

1 fact not tied to an index? 2 A: Based on what I've seen, my question is 3 why was this not thrown out by Purchasing? 4 Q: My question is, a couple of -- you agree 5 with me that Mr. Power should have brought that to your 6 attention, shouldn't he? 7 A: Well again, I would have put that 8 responsibility first with Purchasing, because from 9 Purchasing's standpoint, they've got to make sure that if 10 they are agreeing that the recommended bid is the lowest bid, 11 how are they doing that? 12 Q: Who's recommending, why is this Purchasing 13 recommending that this is the lowest bid? That report went 14 forward from Finance and from IT, on your evidence; right? 15 A: Purchasing has to approve all of the -- 16 the items that go forward, and that's also one (1) of the 17 reasons that even if this were only an I&T issue, if it is to 18 do with pricing, in a lot of cases Purchasing has to sign as 19 well. 20 Q: Well, let's step back from that for a 21 second. 22 A: Okay. 23 Q: This is going to be an ongoing IT program; 24 right? 25 A: I'm sorry, can you say that again?

1 Q: The leasing program is going to be an 2 ongoing IT Program? 3 A: Agreed. 4 Q: One (1) of the things I suggest to you 5 that you have responsibility for as an Officer and Director 6 -- a senior Director at the City, is to ensure that 7 commercial arrangements that the group is getting into are 8 sensible; right? It's not just Purchasing's job to make sure 9 that when you're entering into this type of a program that 10 you've got some sensible way of fixing price, that's also Mr. 11 Power's job isn't it? 12 A: It is, but again, at the end of the day, 13 if Purchasing does not feel that the formula is fixed, then 14 how are they confirming that this is the -- the lowest bid? 15 Q: Because maybe, Ms. Viinamae, they didn't 16 understand, as you apparently did, that this was an ongoing 17 three (3) year arrangement, which brings us back to the whole 18 point that we raised in the first place? 19 A: Purchasing was explicitly aware of that. 20 Q: So, it's possible on your evidence, that 21 -- that Purchasing dropped the ball on failing to recognize 22 the inadequacies in MFP's bid, as it related to future 23 pricing? 24 A: I feel Purchasing should have addressed -- 25 Q: Right.

1 A: -- in a Q, to anything that was variable. 2 Q: And I suggest to you as well, that Mr. 3 Power was under an obligation as the person reading these 4 bids, and the person who was as you put it, the project 5 person, responsible for bringing this project forward at the 6 City, it was his responsibility as well to ensure that there 7 was a sensible means of fixing price for this program over 8 the years to come, isn't that fair? 9 A: I agree. 10 Q: Yeah. And as the person who actually 11 signed the documents, I suggest to you that you were, just as 12 you were in the other areas that we've examined you on -- 13 I've examined you on today, you -- it was incumbent on you to 14 get to the source documents to confirm what Mr. Power was 15 telling you? 16 A: I was going to interrupt you after your 17 second point. The Purchasing office of the Corporation, it 18 is their responsibility, if I'm not mistaken, by bylaw, that 19 they have to act -- that that is their responsibility. 20 Q: Ms. Viinamae, you're an operating 21 department at the City that wants to implement a three (3) 22 year program. 23 Are you saying to me that you've got no 24 obligation to Council to ensure that the future pricing for 25 your program, is fixed and commercially sensible?

1 A: No, I use the -- I rely on the fact that 2 Purchasing has actually gone through and has approved the 3 recommendation that is going forward and on that basis that 4 is my reliance. 5 Q: So, why did you ask Mr. Power questions 6 about pricing, at all, if that was your mind set? Why did 7 you ask him any questions about pricing, if you just -- 8 A: Because I saw the LRF form and I didn't 9 know what it was, and I was asking him what it was and that 10 was the point, at which, he explained that it changed every 11 three (3) months based on industry factors. 12 Q: So, if purchasing was responsible then for 13 pricing in the future, why wouldn't you have said to him, 14 well, I'm not the right person to sign this, this is a 15 pricing issue, Purchasing should sign that? 16 A: No, Purchasing approves the response or 17 the bid that comes in and based on that approval, that is 18 when the departments execute. 19 Q: So what did you do then, I gather we've 20 got your complete evidence about the steps you took to verify 21 this pricing, and it's restricted to your discussion with Mr. 22 Power, right? 23 A: And the fact that Purchasing had approved 24 the recommendation of MFP as the three (3) year vendor of 25 record.

1 Q: On the basis set out in the report, right? 2 A: On the basis that they were part of the 3 evaluation. Mr. Beattie, if I'm not mistaken, worked with 4 Mr. Rabadi and Mr. Power. 5 Q: So, as with other matters, that we've 6 heard about you disavow any responsibility for the absence of 7 the fixed pricing over a means of fixing the pricing over the 8 term of the lease program? 9 A: Yes. 10 Q: Right. Just on the commercial sensibility 11 point, again, did it concern you, at all, that you only had 12 one (1) vendor for leasing? 13 A: Not really. 14 Q: You wanted a longer term program, we've 15 been over that numerous times, right? 16 A: Yes. 17 Q: Did it occur to you on a commercial basis, 18 that it might be advantageous to the City, to approve two (2) 19 or more leasing vendors so that when you, as the person 20 running this program, needed to get equipment onto leases 21 that it might be a good idea for you to have a couple of 22 vendors to go to get good competitive pricing for the City's 23 benefit? 24 A: Again, my assumption is that Finance went 25 through and did an analysis and compared it to debenture

1 rates. They were satisfied that one (1) vendor was able to 2 provide us with rates that we should be interested in. 3 With regards to the advantages, there's a lot 4 of advantages administratively in dealing with one (1) vendor 5 as opposed to two (2) or three (3). 6 So, again, I basically accepted the fact, that 7 that was what had been put in place, and that was what I was 8 executing with. 9 Q: So the answer to my question is, yes, or 10 no? Did you -- did it occur to you whether you should have 11 more than one (1) leasing vendor to assist in getting 12 competitive rates for this program over the upcoming three 13 (3) years? 14 A: My understanding is I had one (1). And 15 did not occur to me -- I was given a supplier for this 16 program. 17 Q: And you didn't even think about whether it 18 would be a good idea to have more than one (1); that thought 19 didn't cross your mind? 20 A: No. 21 Q: And did it cross your mind that in the 22 event for whatever reason that MFP on a deal by deal basis, 23 was providing the City with unappealing rates, that your 24 recourse was to re-tender again on an RFQ for leasing 25 services? Did that operational matter come to your

1 attention? 2 A: As this was a Q, a quote and this was 3 something that Finance had evaluated against debentures with 4 a fixed formula, from my standpoint this was already 5 addressed. 6 Q: The answer is, it didn't. Did the 7 operational realities of having to go back to the market on a 8 subsequent RFQ for leasing services, come to your thoughts at 9 any point? 10 A: It didn't come to my thoughts -- 11 Q: Okay, thank you. 12 A: -- as something that we had to do. 13 Q: Now, at the break I gave you, to review, 14 a, I guess, modest length of Mr. Wilkinson's examination. 15 MR. GORDON CAPERN: I'm into the topic now, 16 Commissioner, of the rewrites. 17 MADAM COMMISSIONER: You what? Sorry? 18 MR. GORDON CAPERN: The rewrites. 19 MADAM COMMISSIONER: Yes. 20 21 CONTINUED BY MR. GORDON CAPERN: 22 Q: And I just want to preface this by going 23 back to my discussions yesterday with you, or my -- what I 24 suggested to you Mr. Wilkinson's evidence had been about the 25 discussions that began in August of 1999, and from his

1 perspective, the dual -- at least two (2) of the issues that 2 he saw coming up, one (1) of them which would effect the 3 lease rate -- the lease term, which was the refresh issue, 4 the other one (1) being cost allocation to departments. 5 That was an issue that he had begun to work on 6 over the period of time, between August and then into the 7 spring of 2000. But these issues had all evolved in the 8 course of his meetings with the City. 9 And it's in that -- 10 A: Sorry, what was that time frame again? 11 Q: It's -- it -- in fairness to him, and we 12 can go through his evidence. 13 MR. GORDON CAPERN: Commissioner, just to 14 assist you, we're going to the September 16th transcript, 15 beginning at page 84 and it's really a repetition of his 16 affidavit, beginning at, I believe -- yes, paragraph 101 and 17 carrying through to paragraph 119. 18 MADAM COMMISSIONER: Thank you. 19 20 (BRIEF PAUSE) 21 22 CONTINUED BY MR. GORDON CAPERN: 23 Q: In paragraph 102, Ms. Viinamae, and I -- 24 you've taken the opportunity to review this, did you, over 25 the break?

1 A: I've reviewed most of it. 2 Q: Thank you. And I just wanted to know 3 whether you had that opportunity. 4 In paragraph 102 Mr. Wilkinson says that, 5 "Among other things, we [being MFP] learned 6 that the City's objectives included the 7 development of reporting systems for the 8 various departments within its 9 organization, so that the City could 10 allocate IT costs to the various 11 departments and prepare budgets and 12 forecasts related to an overall asset 13 management plan. MFP had experience 14 working with other customers to develop and 15 implement such reporting systems for leased 16 assets and we discussed that experience. 17 In this preliminary discussion, I recall 18 showing various sample documents and 19 reports that illustrated the kinds of 20 things MFP had done in the past. I was not 21 discussing a one (1) size fits all cookie 22 cutter solution, but indicated that we 23 would try to develop ideas for the City to 24 consider." 25 And with that introduction, I -- you recall, I

1 take it, and I gather you've been examined on this point 2 already, but you recall that very early on in the piece, the 3 issue of the cost allocation of the leasing programs to 4 departments was some -- of some importance to Finance and 5 also to the IT group, is that fair? 6 A: Yes, for different reasons. 7 Q: Yes. For -- for different -- fair 8 enough. I mean, from IT's perspective, IT was interested in 9 getting the dollars out of its own operational budget and 10 into the departments where they belonged, is that fair? 11 A: No, it's actually the fact that, on the 12 sale/leaseback, Finance had indicated that for every 13 acquisition that we had done, we had to identify the 14 originating cost centre that -- for that acquisition, so that 15 they could deposit the funds back into that cost centre. So 16 that was, basically, to reverse the sale/leaseback 17 transaction -- sorry, the previous acquisition transaction. 18 Q: So this was -- this was pure accounting 19 mechanics to deal with the -- the Y2K budget implications, 20 right? 21 A: Right, that was the first item. 22 Q: Right. 23 A: The second item, we also wanted to 24 understand, on a go forward basis by department, how these 25 assets were broken down. So -- and at that point, there was

1 still a question as to whether we were going with the common 2 service model, the TCO model. So basically, how was IT going 3 to be organized in 2000. 4 So, we were very interested in knowing by 5 Department and Division, what equipment was on lease. 6 Q: Right. And I -- and I -- I don't -- I 7 don't want to spend a lot of time on this, but I take it that 8 was in part because of the fact that IT was at least at that 9 time, not on a common services model, there was IT support, 10 both centrally through Corporate Services, and then 11 distributed among many, if not all of the departments? 12 A: Agreed. 13 Q: Right. 14 A: And then there was a question as to 15 whether the budget would be left in one (1) pot, or broken 16 into Department and Divisional pots. 17 Q: And so -- so the -- just to wrap up this, 18 one (1) of the advantages from IT's perspective is that you 19 would then begin to gather the information about all of the 20 IT assets on lease, regardless of whether they'd been placed 21 there by Corporate Services IT, or by the Departmental IT? 22 A: Agreed. 23 Q: Okay. And from Finance's perspective, 24 just to close that off, they were interested in simply 25 allocating costs to Departments going forward? Leaving aside

1 the Y2K issue just for a moment, going -- on a going forward 2 basis, they were interested in ensuring that there was proper 3 tracking of the operational budgets of the Departments? 4 A: Yes. 5 Q: And in particular the IT costs of the -- 6 in those operating budgets? 7 A: Yes. 8 Q: And it's in -- I understood from Mr. 9 Wilkinson that it was in that context that the -- that a 10 discussion began among various people, including you, about 11 the structure of the leases, and whether the existing lease 12 schedules could accommodate that type of reporting structure? 13 A: Reading his affidavit -- 14 Q: Yes. 15 A: -- he evolves from that point, but the 16 part of the discussion that I recall being in was the City 17 asking for reports from MFP. 18 Q: Who, you've got to stop using words like 19 the City and just tell me -- 20 A: Okay, myself -- 21 Q: Right. 22 A: -- some of the information I wanted from 23 MFP was reports, off the system, of the assets and that was 24 the information that I wanted so that I could start looking 25 forward. Time line, I'm not sure I agree with all of Mr.

100

1 Wilkinson's time lines, I'm just talking discussions and I 2 would say in the first six (6) weeks, no, and the reason -- 3 Q: Yeah, and I think in fairness, just so you 4 -- because I didn't send you all of Mr. Wilkinson's affidavit 5 to read, but Mr. Wilkinson was fairly clear when he was here 6 that his memory of the order in which things may have 7 occurred, and whether they occurred in the fall of '99 or the 8 winter or spring of 2000 was not clear. 9 A: Right. 10 Q: And he wasn't advancing his evidence on 11 that basis, at least as far as I understood it -- 12 A: Okay. 13 Q: -- but -- 14 A: So, we were very interested in receiving 15 reports off of the database, and that's where they indicated 16 that they had a lot of reports that they could automatically 17 generate, because they had the list of all the assets. 18 Q: Yeah, and the database you're referring to 19 is a database maintained by MFP at its premises? 20 A: Correct. 21 Q: And that database had at least started to 22 be built on the strength of the information gathered during 23 the sale/leaseback? 24 A: Based on the information on the 25 Certificate of Acceptance, yes.

101

1 Q: Right. But the information was -- was 2 that they had taken all of the various source documents or a 3 large number of the source documents to try to sort out the 4 -- the -- the sale/leaseback, and I'm sure you've been over 5 that ad nauseam, I don't want to go back over it today. 6 But they had gath -- the point is they had 7 gathered a significant volume of information, and what Mr. 8 Wilkinson was saying to you was we might be able to make this 9 information available to you in reporting form, so to assist 10 you in your internal City objectives. 11 A: I think I would turn it around and say, we 12 were asking them for reports off of their system, on -- 13 broken down by different criteria. 14 Q: Fair enough. And it was for the 15 objectives that you just identified? 16 A: It was basically so that we could 17 understand by area. Again, we had that discussion earlier 18 about the various reasons that we wanted to see the 19 information, so that we could talk to Departments -- 20 Q: Hmm hmm. 21 A: -- about what they had on lease. So, if 22 we could get reports by -- by Department/Division, if we went 23 to speak to an area about their budget, or whatever, it would 24 permit us to actually have a discussion, and point out the 25 assets that belonged to them.

102

1 Q: Right. And I think you made passing 2 reference in your testimony earlier, about Mr. Wilkinson 3 showing up with some examples of spreadsheets in the course 4 of these meetings. 5 And his evidence, if I've got it right, was as 6 he said, that he would, as he did in this section of his 7 testimony, he said that he brought with him to certain 8 meetings at the City, examples of work that they had done for 9 other -- for other clients. 10 Is that consistent with your memory? 11 A: Yes, now I know that I personally didn't, 12 you know, sort of receive anything and the reason I can 13 highlight that, is I know that there was one (1) meeting, I 14 can't put a time line on it, but, I would say it would be 15 before May of 2000. 16 Just sort of a -- some sort of a boundary, 17 where Mr. Wilkinson did come in and do a presentation to Ms. 18 Bulko, Ms. Leggieri, I think Mr. Power and Ms. Marks were 19 there, as well. 20 I was supposed to attend and I had to leave 21 and I remember coming out of -- when I sort of met back with 22 them, they were really impressed with all the information 23 they had seen. 24 Q: That's Ms. Bulko and Ms. Leggieri -- 25 A: Yes.

103

1 Q: -- that were impressed? And that was -- 2 when you say they were impressed, it was within the context 3 of assisting them with this reporting structure that you were 4 interested in putting in place? 5 A: Yes. 6 Q: And in the course of those discussions was 7 there any concern raised either directly with you or 8 indirectly through Ms. Bulko and Leggieri that came back to 9 you that the existing structure of the equipment schedules 10 was going to need to be changed in order to accommodate this 11 reporting, that you wanted? 12 A: No, because again, it's reporting. 13 Q: Right. 14 A: I mean this is information that's in a 15 database and we want to view it in different ways. 16 Q: It just doesn't make any sense, that to 17 you anyway, as an IT professional that this reporting would 18 somehow be tied to the lease documents? 19 A: Not at all. 20 Q: Right. It's simply the manipulation of 21 data in a database? 22 A: Outside of just wanting to know -- by 23 asset when they're going to come off lease. 24 Q: Sure, but, that's also information that 25 could be incorporated in a database?

104

1 A: Absolutely. That's what we wanted. 2 Q: Right. And in fact, that's one (1) of the 3 things that an asset management program ultimately does, is 4 for -- particularly for leased assets is it tracks that 5 information independent of the source contract documents? 6 A: Exactly. 7 Q: Right. And so I mean I think we've all 8 heard, at least, from where you sat, commercially there was 9 no -- and from a logistics perspective, there was no reason 10 for these leases to be rewritten? 11 A: Agreed. 12 Q: Right. And your testimony, I think, was 13 that you weren't involved in it in any way? 14 A: Absolutely. As I mentioned, you know, 15 November was my first indication that this had happened when 16 the invoicing issue had occurred. 17 Q: Just to take you quickly to your affidavit 18 on that point, it's paragraph 73 and 74. 19 20 (BRIEF PAUSE) 21 22 Q: You say -- I won't read them all back to 23 you, but, in the second sentence of paragraph 73, you say: 24 "You did not become aware of the lease 25 rewrites until the end of November or

105

1 beginning of December of 2000, when Al 2 Shultz, brought unpaid invoices to the 3 attention of Jim Andrew." 4 And I just wanted to understand the mechanics 5 of how that was working at that point. Where were -- by that 6 phase, either late fall -- I guess the late fall of 2000, 7 were invoices -- was MFP sending invoices straight to 8 accounting? Or were they going through the CMO? 9 A: I would say they would have gone first to 10 accounting, and then accounting would contact the receiving 11 area to confirm that basically it should be paid. 12 Q: Right, by receiving area, you mean, the 13 department where the machine had actually been installed? 14 A: No, on the -- at this point, we're now 15 talking with a MFP invoice. 16 Q: Right. 17 A: So an MFP invoice would be for the 18 equipment schedule. 19 Q: Right. 20 A: So, it would be the invoice for payment 21 for that invoice schedule. So it would be the CMO. 22 Q: Okay. What I'm just trying to sort out 23 this issue of unpaid invoices, because what we've got, as I 24 understand it, logistically, is we've got the first group of 25 equipment schedules and certain of the program agreements

106

1 coming to an end as of June the 30th of 2000, and then a 2 whole bunch of new schedules, 838-5 through 9, being brought 3 into play effective July 1, 2000. 4 A: That's what I understand, yes. 5 Q: And -- and I guess my question is, the 6 invoices from the old equipment schedules that were coming 7 in, in the period between October of '99 and June -- end of 8 June of 2000, where were those going and who was paying them? 9 A: My understanding is that those would have 10 been following the same route. So whether they went first to 11 the -- to Finance and then to the CMO for sort of approval to 12 pay -- 13 Q: Right. 14 A: -- or if it went straight to the CMO, who 15 would say, yes, you should be paying; that would be the step 16 where it's validated, the CMO would do the validation that 17 this is an invoice that should be paid. 18 Q: All right. And -- and in doing that, 19 first of all, we -- you say CMO, that was who? Ms. Leggieri 20 and Ms. Bulko, or who? 21 A: Correct. 22 Q: All right. So they -- they would get a 23 call from Accounting saying, we've got an invoice for -- and 24 Accounting would say, it's for this equipment schedule, 25 right?

107

1 A: I don't think it would be a call, I think 2 they would probably send it. 3 Q: All right. And I -- I gather, because I 4 understand that, at least from Ms. Bulko's testimony, that 5 she didn't have any knowledge of the lease rewrites either. 6 But at some point after July the 1st of 2000, invoices 7 started arriving on these new equipment schedules, is that 8 right? 9 A: Correct. 10 Q: Were you aware that invoices were coming 11 in on these new lease schedules? 12 A: No, I was not, until November because they 13 may have been coming into the CMO, but they weren't 14 processing them and that's, I gather, what created the unpaid 15 invoices scenario. 16 Q: Well, -- so -- and just putting some names 17 to this, the people who weren't paying them were Ms. Bulko 18 and Ms. Leggieri? 19 A: Correct. 20 Q: And was Ms. Marks -- was she there as 21 well, then? 22 A: At that point, with Ms. Bulko being the 23 Project -- sorry, the Program Manager and Ms. Leggieri being 24 the Leasing Supervisor, it would be -- I would think most 25 likely those two (2).

108

1 Q: Right. And did -- and so -- 2 A: They may notify Ms. Marks to get it to me. 3 Q: Right. But -- so I guess the question is, 4 did either or them come to you and say, you know, we're 5 getting these invoices for these equipment schedules we've 6 never heard of before? 7 A: No. But again, one (1) of the things that 8 we had found was that there were some leases prior to the 9 July, 1999 agreement from former cities and so forth, and one 10 (1) of the things that we'd been trying to do was to get all 11 of those flowing through the CMO so that we had one (1) 12 picture of the relationship with MFP. So I don't know if 13 they looked at this and said, what's this for now? 14 Q: All right. And Mr. Shultz came to you, 15 did he, and said -- 16 A: No, he sent an e-mail, he escalated an 17 e-mail complaining to Mr. Andrew about unpaid invoices and 18 that we were sitting on it in the -- I mean, I'm -- I'm 19 paraphrasing here, and that the CMO area was basically 20 sitting on it. 21 Q: So he -- he didn't go to you first -- 22 A: No. 23 Q: -- with that complaint? He went to Mr. 24 Andrew? 25 A: Oh, yes.

109

1 Q: And that's unusual, isn't it? 2 A: No. 3 Q: Oh. 4 MADAM COMMISSIONER: That's what? Sorry? 5 MR. GORDON CAPERN: Unusual, that he would 6 go -- 7 THE WITNESS: No. 8 9 CONTINUED BY MR. GORDON CAPERN: 10 Q: All right. And that -- that may be a 11 comment about Mr. Shultz we don't need to get into. But I'm 12 just interested in your expectation as the -- as the person 13 running the program is that if there was an issue with 14 respect to unpaid invoices that wasn't satisfied by speaking 15 to Ms. Bulko as the Manager, your expectation was that he 16 would have come to you next, right? 17 A: I'm not sure if he spoke to Ms. Bulko at 18 all. My understand -- I'm not sure what he had done, if I'm 19 not mistaken, there would be sort of issues from a Finance 20 standpoint, that they would flag. Whether he dealt with his 21 AP Clerks, I'm not sure how it came to his attention, but 22 with regards to the communication, usually the communication 23 from Mr. Shultz or Ms. Liczyk to myself would come through 24 Jim. 25 Q: Right. But my -- my question was a simple

110

1 -- simple one (1). Your expectation, in any event, is that 2 before going to Mr. Andrew he would have come to you on that 3 -- on that issue? 4 A: That would be desired protocol. 5 Q: Fair enough. And did he give any 6 indication about how long invoices had been outstanding at 7 that point? 8 A: No. 9 Q: Did he bring you copies of the invoices? 10 A: No, I just went over to the CMO, which was 11 down the hall from me, and asked them if they knew anything 12 about this, and I think it was a fairly brief e-mail, I mean 13 it was like, you know, here we go again, unpaid invoices by 14 the City -- it was -- 15 Q: Right. 16 A: Yeah. 17 Q: But what your affidavit I think is silent 18 on is what you did about it, having learned about the 19 rewrites? 20 A: Once I -- once I had found out that it was 21 an issue that we didn't have the schedules, I'm not even sure 22 if that was the point at which I understood it was a rewrite, 23 I just understood we didn't have the schedules, and then 24 subsequently I found out that they had been rewritten and 25 they had been executed by Ms. Liczyk.

111

1 At that point the thing -- what we needed to 2 do was to validate the -- the actual items that were as such, 3 on the -- attached to the equipment schedules, so Ms. Licz -- 4 sorry, Ms. Leggieri and Ms. Bulko were working on, as such, 5 validating the rewritten schedules that all of the items 6 there should be there. 7 And this was the second reconciliation that 8 occurred, of the whole sale/leaseback, because 838-1, which 9 was the first transaction which included the sale/leaseback, 10 that was one (1) of the items that were rewritten. 11 Q: And I -- and I expect that it was in that 12 context that -- that you, I guess somebody else wrote the 13 letter, but a letter went to MFP under your name, inquiring 14 into the reasons why this rewrite had occurred at all? 15 A: Agreed. 16 Q: Right. And you've been over that, I don't 17 need to go over that again, but it was I gather, several 18 months from the time of this notice from Mr. Shultz, through 19 to the time of the letter as you began to appreciate what had 20 occurred? 21 A: Well, I mean initially there was the work 22 of the reconciliation and I understand from Ms. Leggieri, 23 that she had been escalating the issue, and that you know, 24 basically she was not happy and that that's the point at 25 which I said, well, let's get a letter off to MFP.

112

1 Q: And she drew to your attention the fact 2 that there had been some -- something going on with the 3 change -- with -- with amendments to the lease terms? 4 A: Agreed. 5 Q: Right. And we have Mr. Wilkinson's 6 testimony on that, and I think we now know what in fact 7 happened, at least from their side? 8 A: Agreed. 9 Q: On that front, but the point is, the City 10 -- you certainly -- Mr. Wilkinson certainly didn't tell you 11 directly that he had, in the course of rewriting these 12 leases, instructed Ms. Currie to assign a fifty -- a -- a 13 universal fifty-seven (57) month term to all of the new 14 rewritten leases? 15 A: Definitely not. 16 Q: No, and that was something that was I 17 expect, troubling to you, that that had occurred? 18 A: Absolutely. 19 Q: Right. The bottom line is, your testimony 20 is that you had no involvement in the lease rewrites? 21 A: Agreed. 22 Q: You didn't even learn about it until the 23 fall of 2000? 24 A: Correct. 25 Q: All right.

113

1 (BRIEF PAUSE) 2 3 MR. GORDON CAPERN: I was about to say banana, 4 Commissioner, but -- but I've solved my own problem. 5 MADAM COMMISSIONER: We have our own in-jokes 6 going now. This Inquiry's been going on too long. 7 MR. GORDON CAPERN: It has, we all agree on 8 that. I'm going to take you to Volume XX. 9 10 (BRIEF PAUSE) 11 12 MADAM COMMISSIONER: Is this a new Volume? 13 MR. GORDON CAPERN: Mr. Manes, I'm not sure, 14 is this Volume that I identified in the record now, the 15 additions through Volume XX? 16 MR. RONALD MANES: Yes. 17 MR. BRYAN MCPHADDEN: I think it has -- 18 MADAM COMMISSIONER: It has, okay. 19 MR. BRYAN MCPHADDEN: I was waiting for you to 20 comment that your cart was already full when it was 21 introduced. 22 MADAM COMMISSIONER: Pardon? 23 MR. BRYAN MCPHADDEN: I was waiting for you to 24 comment that your cart was already full when introduced. 25 MADAM COMMISSIONER: Well, I have room for one

114

1 (1) more binder. After that I'm not accepting any -- 2 MR. GORDON CAPERN: That may be why you don't 3 have it Commissioner, is that they're not even giving them to 4 you anymore so. This document, I'm going to take you to Tab 5 1 of that Volume, if I can. 6 7 (BRIEF PAUSE) 8 9 MR. GORDON CAPERN: I think Commissioner that 10 this document has been sent to be scanned, but, I don't know 11 that it has been scanned and in the database up to this 12 point. 13 MADAM COMMISSIONER: The fax on the top says, 14 the 27th of this month. 15 MR. GORDON CAPERN: I can tell you that that, 16 the fax line at the top, dated October the 27th, is a 17 reflection of the fax from Ms. Anderton's office to ours. 18 MADAM COMMISSIONER: Okay. 19 MR. GORDON CAPERN: The 646-4301 number is our 20 main fax number, at my firm. 21 22 23 (BRIEF PAUSE) 24 25 MR. GORDON CAPERN: But, in any event, this

115

1 document on its face appears to be a memo from Ms. Anderton 2 to you dated May the 10th of 2000. 3 MS. BAY RYLEY: Sorry -- 4 MADAM COMMISSIONER: Ms. Ryley? 5 MS. BAY RYLEY: -- I don't mean to interrupt, 6 but, I don't have this document -- 7 MADAM COMMISSIONER: You don't have -- do you 8 have Volume XX? 9 MS. BAY RYLEY: Yes. 10 MADAM COMMISSIONER: And Tab 1? 11 12 (BRIEF PAUSE) 13 14 MS. BAY RYLEY: I apologize, I have it. 15 MADAM COMMISSIONER: Okay. Thank you. So 16 this is a memo from Ms. Anderton to Ms. Viinamae, May 10th, 17 2000, called conditions of acceptance for new position. 18 MR. GORDON CAPERN: Right. 19 20 CONTINUED BY MR. GORDON CAPERN: 21 Q: And I bring this memo to your attention, 22 Ms. Viinamae, because I just to get a sense of the timing 23 more than anything else and also to make one (1) point about 24 what's contained in the memo, but, you testified earlier that 25 following the -- I guess the gradual wind down of your

116

1 responsibility as the Y2K Director, you then as I understand 2 it, assumed two (2) new projects. 3 One (1) was the master accommodation plan and 4 the capital I&T project position -- 5 A: Correct. 6 Q: -- those were, in effect, two (2) 7 directorships that you, for which you assumed responsibility, 8 is that right? 9 A: Yes. 10 Q: Right. And if this memo is -- the timing 11 of the memo is right, that this was confirming that you, at 12 that time were -- were assuming those responsibilities, is 13 that fair? 14 A: Yes. 15 Q: And that's consistent with your own memory 16 of the timing in which you started to assume those 17 responsibilities, right? Or was it before that? 18 A: Discussion had occurred with Ms. Anderton 19 from I would say, around March, the end of March and it 20 basically culminated in this; this is when I was, as such, it 21 was officially acknowledged. 22 23 24 (BRIEF PAUSE) 25

117

1 Q: All right. And when I flip over to the 2 second page of this memo, just for a point of clarification 3 under capital I&T projects, it makes clear that your 4 responsibilities under capital project and Contract 5 Management Office includes, supervision of the leasing 6 program? 7 A: Yes. 8 Q: Right. So certainly by that point it had 9 crystallized that this was your -- in your bailiwick? 10 A: Yes. 11 Q: Right. And I have to take you to what Ms. 12 Anderton says and she has informed us that in the summer of 13 2000, you and she met and the topic of discussion was, among 14 other things, the status of your work in these two (2) new 15 projects? 16 A: Yes. 17 Q: And Ms. Anderton has told us that in the 18 course of that discussion, in the summer of 2000, that you 19 told her that you had, in some respects, been unable to 20 direct your full attention to those new positions, because of 21 the time commitment of your work with respect to the lease 22 rewrites? 23 A: I can absolutely state that I have never 24 had that discussion with Ms. Anderton. 25 Q: So, if she is called to testify on that

118

1 point, you will say that she is not being truthful in that 2 respect? 3 A: I can only state that I did not have that 4 discussion with Ms. Anderton. I did see that information 5 yesterday, and I think the other point that I would note, is 6 a lease rewrite, if there was no change in term or condition, 7 would not be a time consuming activity as well. I mean, so 8 it's not even logical. 9 Q: You deny the conversation took place, 10 bottom line? 11 A: I deny the conversation took place. 12 Q: What discussions, if any, did you have 13 with Ms. Liczyk when you learned about these new equipment 14 schedules that she'd signed at a time when you were the head 15 of the leasing program? 16 A: Around that time that I learned this, I 17 was already having a lot of discussions with Ms. -- or 18 correction, I should say I was trying to have a lot of 19 discussions with Ms. Liczyk, with regards to the leasing 20 program, which resulted in a meeting in January of 2001. 21 Basically, I highlighted to Ms. Liczyk that 22 this was my understanding of the items that were on the -- on 23 the -- on lease with MFP, that certain leases had been made 24 inactive and new leases had been rewritten. And there was no 25 -- I never received any sort of reaction, it was, yes.

119

1 Q: All right. Did -- did she come to you at 2 all and consult with you at all, at the time she was signing 3 these new equipment schedules? 4 A: Not at all. 5 Q: You didn't hear a word from her about 6 that? 7 A: Not a word. 8 Q: No. And did you attempt to re-engage with 9 Ms. Liczyk once you discovered, several months later, that 10 these equipment schedules had first been signed? Did you go 11 and talk to her then and say, why did you do this? 12 A: To my knowledge, Ms. Bulko contacted -- I 13 think it was Ms. Bulko. It was either Ms. Bulko or Ms. 14 Leggieri, contacted MFP and indicated that in future, all 15 schedules should go directed to the CMO first. 16 Q: All right. That was a little startling, I 17 take it, to you, to find out that the Chief Financial Officer 18 of the City had gone out and signed new equipment schedules 19 without speaking to the very office responsible for their 20 administration? 21 A: Yes. 22 Q: But you didn't take that opportunity to go 23 and speak directly to Ms. Liczyk about that? 24 A: Again, at the time, I was attempting, on 25 numerous occasions, to meet with Ms. Liczyk about several

120

1 issues on the leasing program and the first time that I 2 actually had a meeting with her on the leasing program was 3 not until January of 2001. 4 Q: Right. 5 MADAM COMMISSIONER: Were you having 6 difficulty arranging a meeting with Ms. Liczyk? 7 THE WITNESS: I had arranged several meetings 8 with Ms. Ceccon to meet with Ms. Liczyk. And I would go for 9 the meetings and she wouldn't turn up. I mean, again, she 10 had an incredibly hectic schedule, so I mean, in one (1) 11 sense, I don't doubt that there were other priorities, but I 12 did not get any, as such, face time with Ms. Liczyk. 13 14 CONTINUED BY MR. GORDON CAPERN: 15 Q: And I guess, just moving up the food chain 16 in your own department, was this a matter that was of 17 sufficient concern to you that you thought it was appropriate 18 to discuss Ms. Liczyk's involvement in signing new equipment 19 schedules with either Mr. Andrew or, I guess by that time, 20 Ms. Anderton? 21 A: I did indicate to Mr. Andrew that the 22 leases had been rewritten by Ms. Liczyk and that she had 23 executed them. 24 Q: And what was his response to that? 25 A: Well, she has the authority.

121

1 Q: Didn't offer any other observation or 2 suggestion on how you might deal with that? 3 A: Well again, I did highlight the fact that 4 we were ensuring that MFP got all the documents through the 5 Contract Management Office first. 6 Q: All right. And what about when you found 7 out several months later that there had actually been some 8 fairly significant financial repercussions from the execution 9 of these rewritten lease schedules? Did you then attempt to 10 speak with Ms. Liczyk about that, to explain to her that she 11 might have made a mistake? 12 A: No. To be honest, until I actually sent 13 the letter off to MFP, my understanding was that it was all 14 going to be worked out. It was just, basically, things that 15 needed to be re-organized. 16 Q: I see. 17 A: So my understanding was, Ms. Leggieri and 18 Ms. Bulko were working with MFP on resolving all of the 19 issues. 20 Q: Did you ever at least in that time period 21 leading up to mid 2001, I guess when the letter ultimately 22 went to MFP, had you actually turned your mind to the fact 23 that there may be additional costs to the City, associated 24 with the new -- newly determined lease term? 25 A: No, because to be honest, I'm not sure

122

1 that I had seen all of the rewritten documents, my 2 understanding was that they had been signed by Ms. Liczyk, by 3 Ms. Liczyk only, but I'm not sure that I -- I can't recall 4 sort of sitting down and going through the documents myself, 5 until Ms. Leggieri basically highlighted to me some of the 6 anomalies that she had found. Ms. -- Ms. Leggieri or Ms. 7 Bulko. 8 Q: And one (1) of the anomalies that she had 9 found was the fact that you were now in a situation where 10 instead of being on staggered lease terms, because of the 11 varying equipment schedules that had been signed at different 12 times, you now had a larger group of equipment on one (1) 13 lease term, so that all of them would come to an end at the 14 same time; right? 15 A: Agreed. 16 Q: And that would, from your perspective, 17 amplify -- 18 A: The refresh issue. 19 Q: -- the refresh issue, wouldn't it? 20 A: Absolutely. 21 Q: And that's why I'm just asking, with that 22 -- those were -- that was obviously in your mind at the time 23 -- by the time Ms. Leggieri brought these anomalies to your 24 attention; right? 25 A: After she brought these to my attention,

123

1 yes. 2 Q: Right. And what if anything, did you do 3 about that? 4 A: Again, I spoke with Mr. Andrew, while he 5 was there, and then he had left in the end of January, I 6 think 2001, or somewhere around there, and Mr. Ridge came on 7 board, and Mr. Ridge started inviting Ms. Bulko basically to 8 the table, and began to establish a direct relationship 9 between the Contract Management Office and himself. 10 Q: Right. And at that point you were 11 effectively -- is it your evidence that you were effectively 12 moved out of control of the -- of the leasing program? 13 A: Correct. 14 Q: Did you ever get an explanation about why 15 that had occurred? 16 A: I never received a verbal explanation. 17 Q: But I gather you were aware that there was 18 some concern about the adequacy of the management and 19 direction of that -- of the -- of the leasing program? 20 A: Not at all. 21 Q: No. It was an inference that you drew 22 from the fact that you were removed from the position as its 23 directing person? 24 A: Not at all. 25 MADAM COMMISSIONER: Are we getting into

124

1 any -- 2 MR. GORDON CAPERN: We're not getting into 3 that any further -- 4 MADAM COMMISSIONER: Okay. 5 MR. GORDON CAPERN: -- Commissioner. 6 MADAM COMMISSIONER: I just don't know 7 anything about the -- the lawsuit between -- 8 MR. GORDON CAPERN: Okay. 9 MADAM COMMISSIONER: -- Ms. Viinamae and the 10 City, so -- and -- and I don't want to get into that, in 11 terms of my -- 12 MR. GORDON CAPERN: No. 13 MADAM COMMISSIONER: -- with respect to my 14 Terms of Reference. 15 MR. GORDON CAPERN: And I have no interest in 16 getting into it in my questions at all, Commissioner, and 17 that was actually my last question on that line, so. 18 19 (BRIEF PAUSE) 20 21 MR. GORDON CAPERN: Commissioner, this may be 22 an appropriate time to break for lunch. I have covered a lot 23 more ground than I thought I would. I have two minor areas 24 on which I must -- I need to examine, which is the 25 photocopier deal and Oracle, and on both of those topics, I

125

1 -- having reviewed the evidence that's come so far, my 2 examination on both of those areas will be relatively 3 limited. So, I think that I will be done by the afternoon 4 break, if not before that. 5 MADAM COMMISSIONER: Okay. Ms. Ryley, how 6 long are you going to be? Are you staying here? 7 MS. BAY RYLEY: Yes, I am. Most of the day, 8 not -- probably less than a full day, but a good part of one 9 (1) day. 10 MADAM COMMISSIONER: The good part of one (1) 11 day? 12 MS. BAY RYLEY: Yes. 13 MADAM COMMISSIONER: All right. So, should we 14 -- good part of one (1) day, should we -- why don't we still 15 take -- you're prepared to start this afternoon? 16 MS. BAY RYLEY: Yes. 17 MADAM COMMISSIONER: Okay. Why don't we take 18 just one (1) hour after all, we were all expecting to take 19 just one (1) hour for lunch. Does that create a problem for 20 you? 21 MS. BAY RYLEY: I would appreciate -- 22 MADAM COMMISSIONER: I just -- 23 MS. BAY RYLEY: -- having a full lunch period. 24 That was -- if we're going to be finished anyway, but, it is 25 obviously up to you.

126

1 MADAM COMMISSIONER: Can you help me and make 2 sure that we'll be finished tomorrow, at the end of the day? 3 MS. BAY RYLEY: Yes. 4 MADAM COMMISSIONER: All right. You heard it 5 here first. I don't mean this as a reflection on you, at 6 all. 7 Okay, 2:30. 8 REGISTRAR: The Inquiry is adjourned for lunch 9 until 2:30 p.m. 10 11 --- Upon recessing at 1:00 p.m. 12 --- Upon resuming at 2:30 p.m. 13 14 THE REGISTRAR: The Inquiry is now resumed. 15 Please be seated. 16 MR. GORDON CAPERN: Mr. MacKenzie said he'd be 17 happy to answer my questions if we're in need of a witness, 18 Commissioner. 19 MADAM COMMISSIONER: Sorry? 20 MS. BAY RYLEY: She'll be back momentarily. 21 MADAM COMMISSIONER: Okay. 22 23 24 (BRIEF PAUSE) 25

127

1 MADAM COMMISSIONER: Don't run. Don't worry, 2 you're not late, Ms. Viinamae. I came in not knowing that 3 you weren't here and you weren't late at all. 4 THE WITNESS: Okay. 5 MADAM COMMISSIONER: You can blame Mr. Gray 6 over here, he thought everybody was here. All right? But 7 you're not late so don't worry about it. 8 THE WITNESS: Thank you. 9 10 (BRIEF PAUSE) 11 12 CONTINUED BY MR. GORDON CAPERN: 13 Q: Before we move on, Ms. Viinamae, I have to 14 ask you one (1) other question about what Ms. Anderton 15 may -- has told us that occurred, and get your response to 16 that. 17 A: Okay. 18 Q: Because I understand, in addition -- in 19 addition to the topic of your, at least what she says was 20 that you told her that you were working on the lease 21 rewrites, which you've -- we have your answer on -- on that 22 part of the conversation. 23 She also says that she asked you, directly, at 24 the time, whether the lease rewrites would cost the City 25 additional money, and that your response was, no. Deny that

128

1 conversation as well? 2 A: I did not have that conversation with Ms. 3 Anderton. 4 Q: Photocopier leasing. And I think we all 5 understand the background to that now. And just to, I guess, 6 summarize that the -- in your mind, as I understand it, and 7 in the minds of many others in the IT group, the leasing 8 program was designed for a three (3) year -- to -- to operate 9 for a three (3) year period such that any IT assets that were 10 acquired by the City would go on to lease, right? 11 A: And that was confirmed to me, as well, by 12 Mr. Pagano, for the photocopiers. 13 Q: Right. Okay, I was just about to get to 14 that, but just aside -- the reason I gather that you -- the 15 issue of leasing with the photocopiers arose is because, 16 certainly by that time, there was a growing view in the IT 17 community that photocopiers were simply an extension of the 18 IT platform, given the way they had evolved technologically 19 up to that point? 20 A: Correct. 21 Q: Right. And so it was with -- with that in 22 mind that -- that it was your view that -- that, because of 23 that, you were -- you thought that the photocopiers should 24 simply be dealt with in the leasing program, right? 25 A: Yes. As a matter of fact, the

129

1 photocopiers had actually been moved under Mr. Andrew for the 2 whole of Metro Hall. 3 Q: But -- but my point is, that -- that was 4 the reason why it was being advanced as -- it was simply part 5 of the overall IT leasing program, right? 6 A: Exactly. 7 Q: Right. And I -- I think you've been taken 8 to, and many other witnesses have been taken to the 9 correspondence, the e-mails, where you sought people's 10 confirmation that the -- that lease, that it shouldn't be -- 11 be put on the program, and we'll be asking Ms. Liczyk about 12 that in due course as well. 13 But there are a couple of documents that I 14 need to take you to, because I understand that it was at -- 15 this was the juncture at which some concern arose at Council 16 about the idea of whether or not the City had a Vendor of 17 Record for leasing? 18 A: Correct. 19 Q: Right? And I just want to look at that 20 issue for a moment. Your evidence was, I have it, that 21 although MFP was the only vendor selected by virtue of the 22 Council decision in July of 1999, they did not have an 23 exclusive arrangement with the City? 24 A: Agreed. 25 Q: Right. And we've heard much about the

130

1 phrase "Vendor of Record" -- 2 A: Agreed. 3 Q: -- from a number of witnesses at the 4 Inquiry. In your mind was MFP in fact the Vendor of Record 5 for leasing? 6 A: Well, again, dependent on the various 7 definitions, yes. 8 Q: Right, but regardless of whether there's 9 been a formal approval from Council, in fact, they were the 10 only vendor you had for leasing; right? 11 A: Correct. 12 Q: And the result of that, I suggest, is that 13 part of the view in the CMO and elsewhere in IT and probably 14 elsewhere in the City, was that indeed they were your, in 15 fact, Vendor of Record? 16 A: Correct. 17 Q: Right. And just so I'm clear, did you 18 have any discussions, and I'm bringing it forward to the 19 photocopier lease time, as I -- I understood I think orig -- 20 this goes back almost to the start of the Inquiry when 21 Councillor Balkissoon was -- was testifying, I gather that he 22 testified to the effect that Mr. Domi had directly or 23 indirectly communicated to him that he -- that Mr. Domi 24 thought that MFP was the Vendor of Record to the City. 25 And I'm -- I'm wondering, in your dealings

131

1 with the people at MFP, did you form any impression about 2 whether they believed that they had a legal -- legally 3 exclusive right to supply leasing services to the City of 4 Toronto? 5 A: To my knowledge they didn't think they had 6 a legally exclusive right. I mean there's -- I can't think 7 of anything that would have led them to believe that. 8 Q: Right, and so there would have been -- 9 their state of mind, and cert -- by they I mean particularly 10 Mr. Domi and Mr. Wilkinson, with whom you dealt, their state 11 of mind from where you sat would have been that -- that they 12 had no entitlement to simply get the leasing business that 13 arose from time to time; is that right? 14 A: They were the recommended party, but they 15 had no entitlement. They -- they weren't -- it wasn't 16 mandatory that they get the business. 17 Q: Right. And so, to the extent -- and you 18 know, the Commissioner will have to find -- you know, to 19 consider Mr. -- Councillor Balkissoon's evidence and also Mr. 20 Domi's evidence, but to the extent that there was an 21 interchange in which Mr. Domi asserted that -- that MFP had 22 any -- had some sort of legal right or entitlement to the 23 business, that would be completely ill informed, in your 24 view? 25 A: Correct.

132

1 Q: Right. But nevertheless, were -- at the 2 time the photocopier lease issue came up at Council, and I 3 gather that the way it went was that it came forward 4 originally as -- as an approval to acquire the photocopiers 5 and put them on lease with MFP; is that right? 6 A: Okay, the way it came forward, we were 7 asking for the approval to acquire the photocopiers from the 8 suppliers. 9 Q: Right. 10 A: And then we indicated, and they will be 11 leased as -- using our existing vend -- Vendor of Record. 12 Q: Right, and that -- and so -- 13 A: Or leasing provider. 14 Q: -- so both the issues came up to Council 15 at the same time; right? 16 A: Right, we didn't -- we weren't as such, 17 seeking approval for the leasing, we were seeking approval to 18 buy photocopiers from these companies. 19 Q: Right. 20 A: Because of the competitive process that 21 had been through. 22 Q: Right, and -- and the point being that you 23 already thought you had approval to lease? 24 A: Correct. 25 Q: Right. And the -- that caused some

133

1 questions to be asked at Council, particularly by Councillor 2 Balkissoon; is that right? 3 A: This was an ongoing debate that started 4 from the Committee meeting, but, yes. 5 MADAM COMMISSIONER: Pardon? What Committee 6 meeting? 7 MR. GORDON CAPERN: Yeah, sorry, what 8 Committee -- 9 THE WITNESS: First of all, there was a whole 10 lot of issues with regards to the suppliers, so there was a 11 whole lot of questions and there were various parties coming 12 in and basically requesting an opportunity to speak at P&F, I 13 mean, this was a highly political issue from the standpoint 14 that all of the vendors were sort of up in arms, arguing 15 about who should be the successful supplier to the City. 16 17 CONTINUED BY MR. GORDON CAPERN: 18 Q: Right. 19 A: Once that got resolved and actually got 20 moved forward to Council, then the next question was leasing. 21 Q: But, was leasing raised at any of the 22 committee meetings that you were at, or did that come up at 23 Council for the first time? 24 A: To my knowledge it was Council at the 25 first time.

134

1 Q: I think that's -- I certainly haven't 2 heard any other evidence to that effect thus far in the 3 Inquiry that it was raised previously at a committee level, 4 but, certainly by the time it came to Council, Councillor 5 Balkissoon and possibly others raised concerns about whether 6 MFP had any entitlement to this business and did we have a 7 Vendor of Record for leasing, right? 8 A: Agreed. But he didn't -- he just wanted 9 to know if they had an entitlement. 10 Q: Right. And did he -- he dealt with you on 11 that, did he? 12 A: Yes. 13 Q: And did he -- 14 A: And I think Mr. Doyle -- I mean through 15 all the various information that I have collected, over the 16 time, I gather he was dealing with a whole lot of parties, 17 but, he did speak to me about it, as well. 18 Q: Right. And we've spoken, I guess earlier, 19 about your relationship -- and I don't mean it -- that you 20 had a relationship with Mr. Lyons, in the sense that you knew 21 who he was and you knew the role that he played in the City 22 and you'd spoken and dealt with him a number of times? 23 A: Correct. 24 Q: Right. Were you aware at that time, of 25 whether he was involved again with MFP as its lobbyist?

135

1 A: No, I was not. 2 Q: Did you have any conversations or any 3 involvement with Mr. Lyons at or around the time these issues 4 about the photocopier leasing came up at Council? 5 A: When I came off the floor of Council, I'd 6 been asked some questions by Mr. Balkissoon -- well, Ms. 7 Anderton had asked me to respond to some questions which I 8 had done. 9 When I came back up to the committee level 10 section of the Council chamber, where they have the 11 politicians and whomever else is in the -- is there, I was -- 12 as I came up, Mr. Lyons approached me and he asked me, well, 13 what was that all about? 14 And I said, well Mr. Balkissoon had a whole 15 lot of questions on leasing and there is a TV up there as 16 well. So, anybody up there -- I mean it's in the same area, 17 but, they can actually see exactly what's going on right down 18 on the floor, as well. 19 Q: Right. And why did -- did you understand 20 why Mr. Lyons was asking you about that? 21 A: I figured he wanted his finger on the 22 pulse of whatever was -- seemed to be a hot issue in Council. 23 Q: Right. And that was a hot issue? 24 A: That had been a hot issue for awhile, as I 25 mentioned, starting from the committee meetings.

136

1 Q: Right. Okay. So, but, the hot issue that 2 you identified at the committee level, was the selection of 3 the photocopier vendors as distinct from leasing, right? 4 A: Correct. 5 Q: And the question I asked was about I guess 6 -- was more directed at the leasing side of the ledger? 7 A: No -- 8 Q: Right -- 9 A: -- I thought it was more the issue of the 10 photocopiers. 11 Q: Did Mr. Lyons say anything to you that 12 lead you to believe that he was there perhaps on behalf of 13 one (1) of the photocopier suppliers? 14 A: I can't remember anything specific, but, I 15 know that there was a whole lot of issues at the time with 16 several photocopier suppliers, sending letters off to 17 purchasing asking questions, you know, there was a whole lot 18 of debate back and forth, 4 Office was, I think, one (1) of 19 the companies that put forward a whole lot of questions. 20 And Mr. Pagano to my knowledge, all of the -- 21 MADAM COMMISSIONER: He's just asking you 22 about Mr. Lyons. 23 MR. GORDON CAPERN: Yes -- 24 MADAM COMMISSIONER: Are you or -- 25 MR. GORDON CAPERN: -- I was just interested in

137

1 Mr. Lyons and whether you formed any impression about whether 2 he was there on behalf of one (1) of the photocopier 3 suppliers. 4 THE WITNESS: No, I didn't know why -- he was 5 usually there. So, it was not unusual for me to see him 6 there. 7 8 CONTINUED BY MR. GORDON CAPERN: 9 Q: You were aware that he had had a 10 relationship with MFP? 11 A: I had heard and I'm not sure how I heard, 12 but, that there had been some issue with MFP and Dell and Mr. 13 Lyons and I think it was more relating to the fact, that 14 leasing and so forth and that basically everybody was upset 15 and that's all I'd heard. 16 Q: That was well before this issue had arisen 17 with the photocopier leasing? 18 A: Yes. 19 Q: And from that, did you form the impression 20 that Mr. Lyons may have been acting for both Dell and MFP, 21 was that the impression that you had? 22 A: At that session or -- 23 Q: No, when you first heard about this hubbub 24 about MFP and Mr. Lyons and Dell? 25 A: That's what -- that was what the, as such,

138

1 rumour was. 2 Q: Right. And so you were aware, at least at 3 that time, that Mr. Lyons may indeed have been acting as a 4 lobbyist for MFP? 5 A: My understanding was that, basically, 6 everybody had got upset and sort of walked away, but I didn't 7 know who. 8 Q: Okay. 9 A: Yes. No, it's possible, yes. 10 Q: Right. And so I -- I gather that it -- it 11 was indeed possible that he was, in fact, there on the 12 photocopier leasing day at Council, on behalf of MFP? 13 A: It's possible. You'd have to ask him. 14 Q: Right. And you don't -- 15 A: No. 16 Q: -- that -- but in any event, that didn't 17 come to your attention that day, when he approached you? 18 A: No. He wanted to know, what was that all 19 about? And as I said, I mean, he could have figured it out 20 himself because there was a TV up there, but maybe he hadn't 21 been watching. 22 Q: All right. Now, there -- there are two 23 (2) documents in the productions, Ms. Viinamae, that I'm sure 24 you're aware of because I think that your counsel has put 25 these documents to other witnesses earlier in the Inquiry and

139

1 I don't think they've been put to you yet, over the last 2 several days. And they're -- the first is found in Volume 3 XIII, Tab 53. 4 5 (BRIEF PAUSE) 6 7 Q: And this appears to me, it's Document 8 29327, and it appears to me to be a copy of the report of the 9 Policy and Finance Committee with respect to the leasing of 10 computer equipment and services, was the report that went 11 to -- to P&F and ultimately found its way up to Council, 12 right? 13 A: Looks like it, yes. 14 Q: Right. And at the top of this document, 15 and there's -- there's two (2) reasons why the document 16 raises concerns from the City side, Ms. Viinamae, that I'm 17 going to ask you about. The -- the first is that in the 18 database, this document is shown as being in Mr. Domi's file 19 at MFP. It's produced by MFP and it's shown as coming from 20 his file. 21 And the second reason is because the header on 22 it, and I think we've all learned about how these headers 23 operate at the City, the header suggests that it's come from 24 you, or at least from your machine? 25 A: It could have been printed off by Ms.

140

1 Marks and provided to Mr. Domi. 2 Q: All right. And do -- do you have any 3 knowledge that she did that? 4 A: No. 5 Q: Did you give Mr. Domi -- 6 A: This? No. 7 Q: -- this document? 8 A: No. 9 Q: No. Did you give it to Mr. Lyons? 10 A: No. 11 Q: Did you give this document to anybody, 12 outside of the City of Toronto? 13 A: No. 14 Q: So you have no explanation for why your 15 name appears on the header in this document? 16 A: No idea. 17 18 (BRIEF PAUSE) 19 20 MS. BAY RYLEY: Madam Commissioner? 21 MADAM COMMISSIONER: Yes? 22 23 (BRIEF PAUSE) 24 25

141

1 MADAM COMMISSIONER: Yes, Ms. Ryley? 2 MS. BAY RYLEY: Sorry. Paragraph 159 of Ms. 3 Viinamae's affidavit, she does -- 4 MADAM COMMISSIONER: She refers to it in the 5 affidavit. 6 MS. BAY RYLEY: And says, this may be the copy 7 that she provided to Mr. Balkissoon. 8 MADAM COMMISSIONER: Mr.? 9 MS. BAY RYLEY: Balkissoon. 10 MADAM COMMISSIONER: Balkissoon? 11 MS. BAY RYLEY: Councillor Balkissoon. 12 13 CONTINUED BY MR. GORDON CAPERN: 14 Q: All right. And I guess, if I can take you 15 back to that for a moment? There -- there was the now well 16 know, I guess, scribble on the upper left corner of the first 17 page. You still have it open in front of you there? 18 A: Oh, yes. 19 Q: And at least from my reading of it, it 20 looks like it says, "Bas". 21 A: That's what it looks like. 22 Q: Is that -- is that your handwriting on 23 that? 24 A: No. 25 Q: And do you know whose it is?

142

1 A: No. 2 Q: I gather that in the -- in the -- 3 following this interchange at Council with, I guess 4 originally between Ms. -- Ms. Anderton and Mr. -- and 5 Councillor Balkissoon, that the -- you were assigned the task 6 of explaining to him, or at least trying to explain to him 7 what authority there was for MFP being the leasing company 8 for photocopiers? 9 A: Assigned is the wrong word I think -- 10 Q: All right. 11 A: -- Mr. Balkissoon asked me if I had the 12 information and I initially provided a briefing note to Mr. 13 Balkissoon, and Mr. Balkissoon asked for the full report. 14 And this -- maybe this was the document that was subsequently 15 provided to Mr. Balkissoon, and the reason I sort of smiled a 16 little is, I -- if I'm not mistaken, at Council that day, all 17 of the Councillors requested a copy of the document, if I'm 18 -- and so, this document may have gone to every Councillor, 19 but again, you've got the copy of the videotape of Council, 20 so that may be on it. 21 Q: Right. So, the bottom line is you're not 22 able to explain how the document got printed off your 23 machine, you're not able to explain how the name Bas got 24 written on it? 25 A: No, again, just to highlight, Ms. Marks

143

1 has full access to my machine, so it could have been printed 2 off by Ms. Marks for me, for Mr. Balkissoon, that would be 3 one (1) explanation. 4 Q: Right. 5 A: But again, you're asking me then into Mr. 6 Domi's files, and I don't -- I don't have the answer to that. 7 Q: And you have no explanation for that at 8 all? 9 A: No, I don't. 10 Q: Right. 11 MADAM COMMISSIONER: Can you just help me with 12 -- with this, Ms. Viinamae. This is obviously -- this is not 13 your -- a document that -- that you produced; right? 14 THE WITNESS: Exactly. 15 MADAM COMMISSIONER: And so in terms of the 16 City's internal whatever, in terms of trying to find 17 something like this, where would one (1) find this? Would 18 this come from the Internet, or -- 19 THE WITNESS: It could come from the Internet, 20 to my knowledge, anybody can request a copy of these 21 documents from the Clerk's department. 22 MADAM COMMISSIONER: No. 23 THE WITNESS: Oh, sorry. 24 MADAM COMMISSIONER: Let's assume the -- the 25 -- it could come from the Internet, or could it come from the

144

1 Clerk's Department, but it's not going to come from the 2 Internet, the Clerk's Department, in any event, with your 3 name on the top? Okay? 4 THE WITNESS: No. 5 MADAM COMMISSIONER: So it's printed from your 6 machine? 7 THE WITNESS: Correct. 8 MADAM COMMISSIONER: If you wanted to give -- 9 THE WITNESS: I'm -- and I don't -- I'm not 10 sure myself if it's from my machine, or if it's from somebody 11 that has access to my ID. So, if I permit people to have 12 access to my files, so for instance, my assistant has access 13 to my files. 14 MADAM COMMISSIONER: But this isn't -- this 15 isn't a secret report -- 16 THE WITNESS: No. 17 MADAM COMMISSIONER: -- this is -- 18 MR. GORDON CAPERN: Well, Commissioner, I must 19 say that just to stop for a moment, the -- one (1) of the 20 concerns I've got, which I identified last night I was going 21 to get to is that the -- that the copy in the database, I 22 mean I didn't quite frankly, avert to this until last 23 evening, but the copy of this document that's in the database 24 contains the appendices, with all of the confidential bid 25 information in it.

145

1 MADAM COMMISSIONER: Oh, I see. 2 MR. GORDON CAPERN: Which is troubling to the 3 City for a number of reasons. 4 Now, the copy that's found its way into the 5 production in these binders does not contain, unfortunately, 6 the confidential section that went in and I don't know why 7 that is, but what -- I did have some questions for the 8 witness about the propriety of confidential bid information 9 getting out into the public domain, in light of the City's 10 obligations to maintain confidence. 11 MADAM COMMISSIONER: Why don't -- can you wait 12 until I'm finished with this, because that's a -- 13 MR. GORDON CAPERN: Of course. 14 MADAM COMMISSIONER: -- different question I 15 think. 16 MR. GORDON CAPERN: Of course. 17 MADAM COMMISSIONER: Okay. I'm just trying to 18 get a sense of how something like this would get printed off 19 at all, whether it's your computer, whether it's anybody 20 else's computer. 21 For example, if it's Ms. Marks doing it, and 22 she needs to get something like this, she wouldn't have to 23 access your computer, or she wouldn't have to use your user 24 name or ID, would she? 25 THE WITNESS: The only -- I mean, I can walk

146

1 through a scenario, but I have no idea if this is a real 2 scenario, but if I look at this scenario around Bas and the 3 timing. I know that when I received the request from Mr. 4 Balkissoon, I phoned over, because I was at City Hall, to 5 Metro Hall and asked Mr. Power to pull together the briefing 6 note for me, so Mr. Power pulled together the briefing note 7 and would have required access to the final copy of the 8 document. 9 Now, I would have presumed he had that 10 document, so the briefing note initially contained just the 11 recommendation, the first line of the recommendation. Mr. 12 Power brought that over to me, if I'm not mistaken, at City 13 Hall. 14 When Mr. Balkissoon subsequently asked for the 15 full report, Mr. Power, could have asked Ms. Marks to go into 16 my system, because she has access to my system and to pull up 17 a copy of the report, print it off and send it to him. 18 So, again, I don't know if that's one (1) 19 scenario that could have occurred since I was over at City 20 Hall, he was at City Hall and she was back at Metro Hall. 21 MADAM COMMISSIONER: What I'm trying to 22 understand is where documents like this are saved with the 23 City? I don't know if this is something that would be on 24 your computer or whether you have to go into the City's 25 Intranet.

147

1 If this has all of the confidential 2 documentation behind it, do certain people have to have 3 passwords to get it or what? 4 MR. GORDON CAPERN: I may be able to assist 5 Commissioner and it may just be helpful to get the witness to 6 confirm this because I do have some personal experience in 7 this from the e-mail applications that we've all worked with 8 over the years. 9 THE WITNESS: Right. 10 11 CONTINUED BY MR. GORDON CAPERN: 12 Q: Typically of course, word processing, 13 unless your put a header into a word processing document, it 14 won't appear, right? In the sense, you understand what a 15 header and a footer are in a document -- 16 A: Correct. 17 Q: -- a word processing document and unless 18 you've programmed a header in, it doesn't appear in the 19 printed document, in a word processing environment, right? 20 A: Okay. 21 Q: Right? 22 A: Yes. 23 Q: My point is that e-mail applications are 24 not like that. That when documents -- when e-mails and their 25 attachments are printed maybe e-mail applications, including

148

1 GroupWise and Microsoft outlook, GroupWise being the one (1) 2 that the City uses, prints -- 3 A: That's not what I was using. 4 Q: You used -- what did you use? 5 A: I was using Lotus Notes, I'm not sure if 6 this had -- at this time I think it was definitely Lotus 7 Notes. 8 Q: Which also does it, but, in any event the 9 point is that the e-mail -- if you print an e-mail off of 10 your computer, if you get an e-mail in your inbox and you 11 print it and the attachment, from your e-mail, it prints out 12 the header indicating the mailbox, from which it has been 13 printed. 14 And so the inference I draw, just from my 15 personal experience with this and I don't mean to be giving 16 evidence on this point, but, the inference I draw from my own 17 experience with this and the next document that I'm going to 18 take the witness to, is that in fact, this was printed off of 19 an e-mail, either at the City or at MFP, but, in any event, 20 it was printed off of an e-mail -- 21 A: This document would have been out of my 22 mailbox -- 23 Q: Right -- 24 A: -- and that's why I'm saying, Ms. Marks 25 had full access to my mailbox.

149

1 Q: But I think the Commissioner was just 2 wondering more generally -- 3 A: Oh, okay -- 4 Q: -- what would cause a header like that 5 with your name on it, to be produced at all and the point is, 6 it's not one (1) that you're going to get on the internet, 7 it's not one (1) that you're going to get out of a document 8 that's been stored in a -- on a -- from a word processing 9 application. 10 It comes when it comes out of an e-mail 11 system, do you agree with that? 12 A: Yes, I do. 13 Q: Right. Okay. And that this next document 14 I'm going to take you to may help explain that. 15 A: Okay. 16 Q: And that is found at Volume XI, Tab 61. 17 18 (BRIEF PAUSE) 19 20 Q: And this document which proceeds the 21 previous document by one (1) in the documents that were 22 produced at the Inquiry, it's document 29326, and it appears 23 to me to be a print out of an e-mail from you to Ms. Bulko? 24 A: Correct. 25 Q: Right. And again, the header at the top

150

1 suggests that it was printed from your mailbox? 2 A: Correct. 3 Q: Right. 4 A: Now, and this is where now I'm researching 5 it because it's been a long time since I've looked at the 6 application -- the e-mail application at the City. 7 If I go on with my ID and I do a print, to my 8 knowledge, it doesn't indicate where it got printed from. If 9 somebody else goes on with my ID -- like is permitted, I 10 think that's when it does because we'll have -- we have 11 several e-mails that if I'm not -- let me just -- I just want 12 to check this -- I haven't -- 13 14 (BRIEF PAUSE) 15 16 A: Yes, so there's several e-mails, I could 17 take you just to Tab 57 in that binder, for instance, same 18 binder, that don't have a header. 19 My understanding is, if the owner of the 20 mailbox prints the mail, it doesn't put the header. If 21 somebody that is permitted access to, or somebody uses 22 administrative capabilities to go in against it, that's when 23 it identifies the mail box. 24 Q: Your -- your understanding on that is at 25 odds with my own, but that --

151

1 A: Okay. 2 Q: I'm -- I'm not here to give the evidence, 3 unfortunately. 4 A: And I -- I don't know, I'm just trying to 5 help you analyse this. We'd have to ask someone at the City. 6 Q: All right. I guess -- I guess, let me 7 take you back to this -- 8 A: Okay. 9 Q: -- the document that I was -- I appreciate 10 that answer. 11 MR. GORDON CAPERN: Commissioner, is that -- I 12 know this is a confusing area, would it -- you know, if -- if 13 you would like the City to -- 14 MADAM COMMISSIONER: I wouldn't mind if you 15 could find that out. 16 MR. GORDON CAPERN: I'll do what I can to -- 17 MADAM COMMISSIONER: Okay. 18 MR. GORDON CAPERN: -- to sort that 19 information out. 20 MADAM COMMISSIONER: All right. 21 MR. GORDON CAPERN: And if you need an 22 affidavit on it, we can perhaps have one (1) -- have one (1) 23 delivered. 24 MADAM COMMISSIONER: Thank you. 25 MR. GORDON CAPERN: Because I know that's come

152

1 up a number of times at the -- in the -- in the Inquiry, it's 2 an important issue. 3 4 CONTINUED BY MR. GORDON CAPERN: 5 Q: The -- this e-mail, at 29326, again, is 6 one (1) that, from the database, appears to have been found 7 in Mr. Domi's file at MFP and if I can get you to read that 8 e-mail, it seems to speak about, at least from my 9 perspective, internal City issues arising from the MFP 10 contract? 11 A: Absolutely. 12 Q: Right. And I take it, your expectation is 13 that a communication of that type would not be shared with 14 people outside the City? 15 A: Agreed. 16 Q: Right. So the fact that this is found in 17 Mr. Domi's file is, at least from where you sit, 18 inappropriate? 19 A: Yes. I mean, I may share the information 20 with him, but I -- if I were going to put -- copy him on it, 21 I would copy him on it where everybody could see that this 22 had been -- 23 Q: Right. 24 A: -- also sent to the supplier. 25 Q: And I take it, your expectation -- you've

153

1 identified Ms. Marks has having access to your mailbox, 2 right? 3 A: Agreed. 4 Q: Your expectation would not be that she 5 would go to your machine and print this e-mail and it's 6 attachment out and give it to Mr. Domi? 7 A: No. 8 Q: That would be a -- a totally inappropriate 9 thing for her to do? 10 A: I don't think she would do that. 11 Q: All right. And indeed, there doesn't 12 appear to be any evidence that she did any such thing? 13 A: Agreed. 14 Q: Right. And in the course of your -- I 15 know your -- your counsel has asked questions about -- about 16 this and I know you've spoken, in your affidavit, you've 17 spoken to Ms. Marks as the Inquiry has gone along. Did you 18 ask her whether she had any knowledge about how these 19 documents had been printed off your machine and ended up in 20 Mr. Domi's file? 21 A: No, because I didn't know they were in his 22 file. To my knowledge, these documents -- I presumed these 23 documents had been submitted by the City when the City went 24 in and started going through my e-mail and producing 25 documents without my knowledge.

154

1 Q: All right. And -- and in fact, so did we, 2 until we looked at the form and saw that it had been produced 3 from Mr. Domi's file, but in any event, you've got no 4 explanation? 5 A: None at all. 6 Q: And you didn't get one (1) -- didn't seek 7 one (1) and then get one (1) from Ms. Marks about why this 8 document may have appeared in Mr. Domi's file? 9 A: Well again, as I didn't know it was in 10 anybody else's file, I mean, I'm not even sure I had a copy 11 of this document. 12 Q: All right. And at -- at the time, by 13 which I mean 2001, in May of 2001, when this issue hit 14 Council, who else had access, other than the administrator 15 people at the City, who else had access to your e-mail? 16 A: Ms. Abraham would also have had. Any of 17 the administrative, like the systems folks would have had. 18 So for instance, people in the data centre. 19 Q: Let me narrow the question down. 20 A: That's -- yes. That would be about it. 21 Q: And the only people in that -- none of 22 those people, I take it, had, at least from your personal 23 knowledge, any -- any connection to Mr. Domi or MFP, right? 24 A: No. 25 Q: Right. So you wouldn't expect any of them

155

1 to be -- 2 A: No. 3 Q: -- printing documents off your e-mail and 4 sending them over to Mr. Domi? 5 A: Definitely not. 6 7 (BRIEF PAUSE) 8 9 Q: Oracle. You've been asked a lot of 10 questions about it, I have very few. 11 12 (BRIEF PAUSE) 13 14 Q: You took the opportunity, in preparing 15 your own affidavit to review Mr. Wong's affidavit, that he 16 delivered to the Inquiry? 17 A: Correct. 18 Q: Right. You read his testimony? 19 A: No. 20 Q: Right. You're -- you're aware of the 21 substance of what he -- what his complaints are about the 22 Oracle, or his issues were with the -- with the manner in 23 which the Oracle acquisition proceeded, from reading his 24 affidavit? 25 A: From the affidavit, yes.

156

1 Q: Right. And the one (1) thing in which 2 your affidavit was silent, was in respect of Mr. Wong's 3 assertion that you never consulted with him about the 4 acquisition and I take it that that's because he's right, 5 that you never did consult with him about the acquisition of 6 the software? 7 A: Mr. Wong was aware of the fact that we 8 were looking at an Enterprise License Agreement, as a member 9 of the Information and Technology Director's team. 10 Ms. Rattner was working at that point on the 11 SAP initiative, and I was working with her on that. And 12 basically all of the other program managers, so Ms. Crutcher, 13 Mr. Smith and so forth, the folks for the other applications, 14 but at that point Mr. Wong had just come back from doing 15 Phase 1 on SAP, and Ms. Rattner had taken on Phase 2 and he 16 was aware of the negotiations that were under way, but I did 17 not personally sit down and consult with Mr. Wong. 18 Q: No, and in particular, you didn't consult 19 with him about what the Oracle license needs might be for 20 SAP? 21 A: I did that with Ms. Rattner and with Ms. 22 Liczyk. 23 Q: Well, your -- your affidavit doesn't say 24 that you did that with Ms. Rattner? 25 A: Ms. Rattner was the SAP Project Manager

157

1 for Phase 2. 2 Q: Right, but you knew Mr. Wong's complaint 3 was about the absence of any meaningful consultation before 4 you went off and caused the City to acquire $11 million worth 5 of software and I guess my question is, your affidavit 6 doesn't address that consultation complaint that Mr. Wong 7 raises with you? 8 A: The various program managers came and 9 consulted with me, and these were the leaders of a lot of 10 capital -- capital initiatives that were underway at that 11 time, and the representatives from the six (6) operating 12 areas that were working on behalf of their departments from 13 an I&T standpoint. 14 Q: Your affidavit doesn't say that you 15 consulted with Ms. Rattner, does it? 16 A: It does not say that. 17 Q: Thank you. You didn't consult with Mr. 18 Wong, did you? 19 A: I discussed Oracle with Mr. Wong, I didn't 20 cons -- well, maybe I should ask you what you mean by 21 consult? 22 Q: You didn't ask him questions about what 23 his experience had been and what information, if any, he had 24 that would assist you in deciding what the Oracle License 25 needs were for SAP?

158

1 A: No, what I did was I indicated to Mr. Wong 2 that we were looking at the Oracle Enterprise License 3 Agreement, and I indicated to Mr. Wong that we were looking 4 at this from a -- from a Y2K standpoint, and Mr. Wong did not 5 volunteer any information that he thought I needed to know 6 over and above, what he would have been aware that I already 7 knew through the program. 8 Q: And your affidavit also doesn't say that 9 you told Mr. Wong that you were proceeding with an Enterprise 10 License Agreement, it doesn't say that either, does it? 11 A: All of the Information and Technology 12 Directors were aware of that. 13 Q: Yes or no? 14 A: My affidavit does not say that. 15 Q: Right, you knew that was a significant 16 issue that Mr. Wong raised in his affidavit? 17 A: I did not consider that a significant 18 issue in his affidavit. 19 Q: Hmm hmm. The lack of consultation with 20 one (1) of your senior IT Director peers, you didn't consider 21 that to be an important issue? 22 A: The consultation was taking place with all 23 of them at our I&T Director meetings, they were being kept 24 abreast of basically everything that was happening on almost 25 a bi-weekly basis.

159

1 Q: And you've heard Mr. Wong's clear 2 testimony, and you've read Mr. Franey's affidavit, where he 3 says that didn't happen? 4 A: What did -- I'm sorry, I don't know 5 what -- 6 Q: Mr. Franey said you had very limited 7 questions to put to him about -- 8 A: I had limited questions to put to him, but 9 I consulted with him. 10 Q: And Mr. Wong says you didn't put any 11 questions to him. Notwithstanding the extensive experience 12 that he had just come through and was just going through as 13 the SAP Director for the City? 14 You never talked to him about the Oracle 15 license needs for the City? 16 A: I spoke to all of the I&T Directors. I 17 indicated to them the action that was taking place and I 18 asked them the information that I felt I needed to know from 19 them. 20 At the same time, I feel they have an equal 21 responsibility to share with me any issues that they think 22 are also pertinent. 23 On my Steering Committee, I had Ms. Liczyk and 24 Mr. Andrew, who were two (2) members of the SAP Steering 25 Committee, also on the Y2K Steering Committee, who were very

160

1 clear on what their requirements were. 2 On top of it, Ms. Rattner had just left the 3 Y2K -- had taken on the new role for the SAP lead, having 4 been formerly on the Y2K team. So again, Ms. Rattner was 5 working with the Y2K program letting us know the requirements 6 there and I had multiple discussions with Mr. Shultz along 7 this line and Mr. Shultz was the Finance lead on SAP. 8 Q: Right. So when Mr. Wong says what he says 9 about your lack of consultation, Mr. Franey says what he 10 says, about the consultation, Ms. Liczyk's going to say what 11 she's going to say, about the absence of consultation. 12 And all of those people say that you didn't 13 consult with them. Mr. Andrew says, you didn't consult with 14 him about this. 15 All of those people who say that, are wrong 16 and not telling the truth, is that what you're saying? 17 A: No, I'm saying that when everyone is under 18 the -- is aware of the fact, that we are proceeding with the 19 Enterprise license agreement, I'm actually being told this is 20 a great thing, yes, let's go ahead. 21 I have walked through with the parties the 22 information on the deal. I have walked through with them the 23 requirements from a standpoint of new licenses, the 24 maintenance and so forth. 25 When people enthusiastically sign up, as such,

161

1 and say, yes, this is something we should be doing, the 2 contract is entered into, it's subsequently leased and we're 3 using this agreement for two (2) years without any issues 4 being raised to my attention, I'm not -- I don't -- I'm not 5 sure I understand. 6 Q: Right, well, everybody else has testified 7 about this or will testify about this issue, completely 8 disagrees or fundamentally disagrees with your assessment 9 that there was any meaningful consultation and my simple 10 question was, you disagree with them? You think that you 11 consulted adequately -- 12 A: In feel - 13 Q: -- in order to justify the decision that 14 you took to acquire that many licenses for the City, is that 15 you answer? 16 A: I feel that all the parties that spoke 17 with me, understood what an Enterprise License Agreement 18 were, and basically indicated that from their viewpoint, it 19 was a good thing and something that they needed for their 20 program. 21 Q: Right. And so when you -- you never had 22 that conversation with Stephen Wong though, did you? 23 A: I had that discussion with Stephen Wong, 24 as a member of the Information and Technology Director's 25 team.

162

1 Q: You said to Mr. Wong, even though this 2 doesn't appear anywhere in your affidavit, you say that you 3 -- you now say that you said to Mr. Wong at a senior IT 4 Director's meeting, before you made this acquisition, that 5 you were going out and signing an Enterprise License 6 Agreement, is that what you're now saying? 7 A: Starting in October when we had got the -- 8 basically the green light to actually look at the Oracle 9 license agreement, all of the I&T Directors, were aware that 10 we were looking at this. 11 If I'm not mistaken and again I'd have to look 12 back at the affidavit, I think even Mr. Griffith indicates 13 that he had spoken to Mr. Wong. 14 Q: My point is, none of this appears anywhere 15 in your affidavit, Ms. Viinamae, does it? 16 A: Again, I'm not sure exactly, I'd have to 17 go back to that section and look. 18 Q: Right, because I've read it and I don't 19 see any of this evidence that's come out today on this point 20 in your affidavit? 21 A: I have been questioned on this before by 22 Commission Counsel. 23 Q: And I'm suggesting to you and you can -- 24 this is a simple yes or no question. I suggest to you, that 25 you did not adequately consult your peers in the I&T

163

1 department before recommending and proceeding with an 2 acquisition of this type. Do you agree with that or not? 3 A: I don't. 4 Q: All right. So that again is an area where 5 you disavow any responsibility for lack of consultation, is 6 that right? 7 A: Agreed. 8 Q: Who'd you show the Oracle proposal to? 9 The one (1) in November, that -- 10 A: Yes, I'm just trying to think if -- 11 Q: -- formed the business case for this. 12 A: Mr. -- I think definitely Mr. Powers saw 13 it, Mr. Andrew. I'm thinking also -- well, not -- okay, 14 maybe I should say, the spreadsheets that were attached, that 15 was the actual information used at the December 9th meeting, 16 to walk through the -- the business case, as such, for the 17 Enterprise Licence Agreement. 18 And at that meeting was Ms. Liczyk, Mr. 19 Andrew, Mr. Schachner, Ms. Marks. I can't -- I don't 20 think -- Councillor O'Brien. If you could point me to those 21 minutes, I can -- and then in addition to that, to my 22 knowledge, Mr. Franey also saw it. 23 Q: Under what circumstances did Mr. Franey 24 see it? 25 A: Basically, showing him the, basically, the

164

1 deal that had come through. 2 Q: I understood from your earlier testimony 3 that you did not leave a copy of the proposal with members of 4 the Y2K Steering Committee? 5 A: Correct. 6 Q: And why? 7 A: Because it's a proposal and it wasn't 8 finalized. 9 Q: But this was the proposal, I gather, that 10 formed the basis of the transaction that you then asked them 11 to approve at the eleventh hour on December the 30th of 1999? 12 A: On December, and I may have the date 13 wrong, I think 17th, a subsequent proposal was received from 14 Mr. Griffiths, which had the final pricing information, and 15 basically, also -- I'm not sure if that confirmed that we had 16 addressed the issues on standards and operating systems. 17 Q: I'm just wondering because I don't see 18 that -- at least I'm not sure that I -- I've understood 19 properly, the extent to which the people on the Y2K Steering 20 Committee had any or adequate opportunity to look at the 21 proposal themselves and to evaluate it themselves. What's 22 your evidence on that? Did you give them a copy of it to 23 look at and to -- and to consider? 24 A: At that meeting, no. But Mr. Andrew had 25 seen it, Mr. -- okay, let me start. It would be Mr. Power,

165

1 Mr. Franey, Mr. Andrew, probably Ms. Marks. I'm talking 2 actually seeing the -- the proposal. 3 Q: And the proposal, so I've got it right, 4 called for a couple of things. The proposal that you went 5 forward with, called for a couple of things, it called for 6 the acquisition of new licences, right? 7 A: Correct. 8 Q: And it called for the replacement of 9 existing licences at the City? 10 A: Correct. 11 Q: It called for both of those things, right? 12 A: Well replacement may be -- it's upgrade. 13 Q: All right. Upgrade, replacement. Fair 14 enough. 15 A: That is what an enterprise licence does. 16 Q: Right. But my point is, is that it also 17 called for the acquisition of a significant number of new 18 licences? 19 A: Agreed. 20 Q: Right. 21 22 (BRIEF PAUSE) 23 24 Q: And I want to ask you about, just to step 25 away for a moment because you're the -- you were the Y2K

166

1 Project Director. You knew that Mr. Garrett, as the CAO, had 2 been delegated authority to spend money on the strength of 3 his own signature, right? 4 A: Correct. 5 Q: And that was a -- an unusual authority 6 that was granted? 7 A: For all of Y2K, yes. 8 Q: Right. But it was unusual in the sense 9 that that's not something that Council generally does. 10 A: Correct. 11 Q: And I understand from other witnesses, 12 that the purpose of that delegated authority was to permit 13 Mr. Garrett in exceptional circumstances, to exercise a 14 spending authority for the City, if it was Y2K related? 15 A: Agreed. 16 Q: And those circumstances would be, among 17 others, where it was impossible for whatever reason, for 18 there to be adequate resort to the usual and proper spending 19 approvals? 20 A: I'm not sure it said that at all. 21 Q: Right, but that's what you understood? 22 A: Yes. 23 Q: You were -- you were -- 24 A: We weren't -- we weren't going there 25 unless we had to.

167

1 Q: Right, it was -- it was for urgent and 2 very important matters that you went to him, if you were 3 going to go to him at all, it was on urgent and important 4 matters related to Y2K? 5 A: It's where we need -- needed his 6 authority, when we had no ability to get it within the time 7 line from the other methods. 8 Q: Right, and -- and I -- I hope that you 9 will agree with me that in order for Mr. Garrett to properly 10 make a decision about whether he should exercise his 11 discretion under the authority granted to him by Council, 12 it's important that he understand and be informed about the 13 reasons why his signature should apply to a -- to that form, 14 to the delegated authority form; right? 15 A: Yes. And Mr. Garrett on that line, always 16 requested that Mr. Pagano sign first, because that would mean 17 that from a Purchasing standpoint he was satisfied that the 18 due process had been followed. 19 Q: Right, and -- and that's fair enough, but 20 what I'm getting at is not whether Purchasing had approved it 21 or not, but what I'm getting at is getting you to agree with 22 me, I hope, that it's important -- it would be important that 23 Mr. Garrett exercising this unusual authority delegated to 24 him by Council, that he be properly informed about the 25 reasons why he was being asked to exercise his authority;

168

1 right? That would seem pretty self evident? 2 A: Yes. 3 Q: And I want to take you to eventually the 4 form itself, but the story, as I understand it, is that you 5 -- just remind me again, how was it that you came to be in 6 Mr. Garrett's office? 7 A: When I indicated that I was going to go 8 and see Mr. Garrett to get the document signed, this is 9 after -- 10 MADAM COMMISSIONER: You indicated to whom, 11 sorry? 12 THE WITNESS: Mr. Andrew and Ms. Liczyk were 13 there, so I think it was probably after the December 30th 14 meeting. I'm just -- again, timing -- I can't -- you know, I 15 can't be absolutely certain, but I know Mr. Andrew was there. 16 MADAM COMMISSIONER: You just said when I 17 indicated that I was going to get the document signed, so I 18 just want to know who you indicated it -- 19 THE WITNESS: To Mr. Andrew. 20 MADAM COMMISSIONER: -- in front of Ms. 21 Liczyk? 22 THE WITNESS: I think she was there as well, 23 because she had already signed the document. 24 25 CONTINUED BY MR. GORDON CAPERN:

169

1 Q: Right, and I wanted to ask you about that, 2 because as I understand it, Ms. Liczyk was asked to sign the 3 document on December the 29th? 4 A: No. 5 Q: No, all right, well we'll come to that in 6 a moment, but the meeting that you say the approval -- or the 7 approval of the Y2K Committee at least occurred, was on 8 December the 30th of 1999? 9 A: Agreed. 10 Q: And we've been over that in detail, I 11 don't need to go over it again, but the point is that was the 12 -- that was the day that you say the approval happened. And 13 what -- what do you say happened following that, that led 14 ultimately to Mr. Garrett's doorstep to have him sign this 15 document? 16 A: I indicated to Mr. Andrew that I was going 17 to get Mr. Garrett to sign the document and Mr. Garrett 18 indicated that -- sorry, Mr. Andrew indicated that he would 19 come with me because he knew Mike well. 20 So, I went with Mr. Andrew and we went to Mr. 21 Garrett's office, and for some reas -- the thing that stands 22 out for me is the doorway, and he -- like we were almost in 23 the doorway, like he was either leaving the office or coming 24 into the office. 25 And Mr. Garrett asked Mr. Andrew, so you know,

170

1 is this a good thing for the City? And Mr. Andrew indicated, 2 absolutely. I don't even think I said a word in the -- on 3 exchange, and Mr. Garrett signed the document and that's when 4 I was given the document by Mr. Andrew. 5 Q: You didn't offer any explanation to Mr. 6 Garrett about what he was being asked to sign? 7 A: I didn't say a word. Mr. Andrew had the 8 discussion with Mr. Garrett. 9 Q: And the form itself, who prepared that? 10 A: Mr. Power. 11 Q: All right. And you reviewed it? 12 A: Yes. 13 Q: You signed it, in fact? 14 A: I signed, yes. 15 Q: Right. And you were satisfied at the time 16 that you signed it that it contained accurate information 17 about what Mr. Garrett was being asked to approve? 18 A: I think it could have contained more 19 information on that section. There was something about 20 consolidate licenses, as opposed to also adding, you know, 21 the new -- the maintenance and so forth. 22 But, the key factors were, was that it was for 23 Oracle, it was for $11.3 million or whatever the exact amount 24 was, and it had already -- and basically the sole source had 25 already been also looked at by Purchasing.

171

1 Q: Well, I'm going to suggest to you because 2 I'm going to turn you to the form right now, it's in Oracle 3 Volume I. 4 A: Okay. 5 6 (BRIEF PAUSE) 7 8 Q: And it's at Tab 21, the Begdoc 16151. 9 10 (BRIEF PAUSE) 11 12 MADAM COMMISSIONER: Do you have that? I 13 think it -- it's Exhibit 54, there you go. 14 THE WITNESS: Thank you. Tab? 15 MR. GORDON CAPERN: 21. 16 17 (BRIEF PAUSE) 18 19 CONTINUED BY MR. GORDON CAPERN: 20 Q: This is a form that Mr. Power prepared 21 under your supervision right? 22 A: Yes. 23 Q: You were responsible for bringing forward 24 this initiative to acquire the Oracle software? 25 A: Yes.

172

1 Q: Right. You were responsible for ensuring 2 that the information that went to Mr. Garrett about this 3 transaction was accurate? 4 A: Yes. 5 Q: This form under comments, says this: 6 "This agreement is a consolidation of 7 licenses that were previously held by third 8 party vendors, example SAP, ESCOM and 9 separate license agreements with each 10 operating department." 11 And then I think we all understand that Mr. 12 Pagano then handwrote into this document, 13 "As per Lana Viinamae, Oracle is the only 14 provider of the licenses." 15 Indicating quite clearly that he was relying 16 on what you told him about that, right? 17 And I'm going to suggest to you, Ms. Viinamae, 18 that that is a significant misrepresentation of the 19 transaction that you were bringing forward to Mr. Garrett? 20 A: That was not -- that was accurate, but, it 21 was not the complete -- 22 Q: It was incomplete? 23 A: It was incomplete, but, accurate. 24 Q: It didn't inform Mr. Garrett that you were 25 going out and buying a significant number of new licenses for

173

1 the City, right? 2 A: Agreed. 3 Q: It would have left Mr. Garrett, with the 4 greatest of respect, with the impression that what you were 5 doing with this transaction was taking a group of licenses 6 already owned by the City and consolidating them; that is 7 what the impression that Mr. Garrett would have been left 8 with, isn't that right? 9 A: Based on what is there, yes. 10 Q: You didn't give him a complete explanation 11 of what you were doing, did you? 12 A: The comments could be more explicit, yes. 13 Q: Right. You misled him, Ms. Viinamae? 14 A: I did not mislead Mr. Garrett. 15 Q: Well, maybe you didn't do it 16 intentionally, but, you agree with me, with the benefit of 17 hindsight, that that form did not explain to Mr. Garrett, 18 with clarity, the transaction that you were pursuing on the 19 City's behalf, and on what you sought his authority. Is that 20 fair? 21 A: Yes. At the same time, he never asked me 22 any questions, either. 23 24 (BRIEF PAUSE) 25

174
  1                 MR. GORDON CAPERN:  Those are my questions,
  2  Commissioner.  Thank you.  
  3  
  4                       (BRIEF PAUSE)
  5  
  6                 MADAM COMMISSIONER:  So you are done, Mr.
  7  Capern?  
  8                 MR. GORDON CAPERN:  I am, Commissioner.
  9                 MADAM COMMISSIONER:  All right.  We'll take
 10  the afternoon break and we'll return in fifteen (15) minutes
 11  with Ms. Ryley.
 12                 THE REGISTRAR:  The Inquiry is recessed for
 13  fifteen (15) minutes until 3:45.  
 14  
 15  --- Upon recessing at 3:30 p.m.
 16  --- Upon resuming at 3:45 p.m.
 17  
 18                 THE REGISTRAR:  The Inquiry is now resumed,
 19  please be seated.
 20                 MADAM COMMISSIONER:  The end is in sight, Ms.
 21  Viinamae.
 22  
 23  CROSS-EXAMINATION BY MS. BAY RYLEY:
 24                 Q:  Ms. Viinamae, I wanted to start by asking
 25  a few questions about your signing authority.  And -- and

175

1 just confirm a number of issues. 2 Up until February 4th, 2000, when you received 3 Mr. Brian Loreto, from City Legal, when you received his 4 opinion that the Council report did not authorize anyone in 5 IT to execute the contract or any related agreements or 6 schedules, you'd been signing all documents except for the 7 master lease agreement? 8 A: Correct. 9 Q: If we could turn to the Certificate of 10 Incumbency that you signed, Volume XIII, Tab 37. 11 12 (BRIEF PAUSE) 13 14 Q: And it's Begdoc 03674. You believe that 15 this Certificate of Incumbency dated June 30th, 1999, 16 authorized your signing authority? 17 A: It's July 30th, and, yes, sorry. 18 Q: July 30th. And you're aware that Mr. 19 Doyle, Mr. Ossie Doyle, testified that you came into his 20 office, told him the matter was urgent and that he had to 21 sign the Certificate of Incumbency, you're aware of that 22 evidence? 23 A: I'm aware of that evidence. 24 Q: Is -- 25 A: But I --

176

1 Q: -- is it like -- sorry, is it likely that 2 you -- that you would have walked into the office of the City 3 Solicitor and asked for a rush signature on a legal document? 4 A: No, my recollection of the events was that 5 I was actually brought this document for signature. I can't 6 remember who brought it to me, and I would think a more 7 likely explanation would be that maybe even a member of my 8 staff took it up to Mr. Doyle, but I don't ever recall going 9 up to Mr. Doyle with this document and requesting any urgent 10 signatures. 11 Q: And in the same volume, Volume XIII, Tab 12 38, please, and these -- this is Begdoc 04219, these are 13 minutes from a meeting that you had with Mr. Frank Spizarsky 14 or at least hand -- his handwritten notes from that meeting? 15 A: Correct, it was a meeting with Purchasing, 16 there were several other members of Purchasing there, and 17 members of the CMO. 18 MADAM COMMISSIONER: This is Frank Spizarsky's 19 handwriting, is it? 20 THE WITNESS: Yes, it is. 21 22 (BRIEF PAUSE) 23 24 CONTINUED BY MS. BAY RYLEY: 25 Q: And following this -- this meeting, you

177

1 e-mailed Mr. Spizarsky, copying Jim Andrew, Wanda Liczyk, Lou 2 Pagano, Brendan Power and Brian Loreto to confirm that you'd 3 been signing various documents? 4 A: Yes, coming out of this meeting there was 5 some questions on you know, basically which documents I'd 6 been signing, and I had agreed that I would document that 7 information and send that to all the required parties. 8 Q: You can keep Volume XIII open, but if you 9 turn to Volume XIV, Tab 2 -- 10 MADAM COMMISSIONER: Did you say to keep 11 Volume XIII? 12 MS. BAY RYLEY: Yes. 13 14 (BRIEF PAUSE) 15 16 CONTINUED BY MS. BAY RYLEY: 17 Q: And this is Begdoc 03871, from Tab 2 of 18 Volume XIV. So the day after you sent out that confirming 19 e-mail you received a reply from Mr. Pagano stating that he 20 wasn't sure you had that authority to sign the documents 21 you'd been signing? 22 A: Correct. 23 Q: And prior to this e-mail from Mr. Pagano, 24 no one had ever raised the issue of your signing authority 25 with you, or suggested that you didn't have the authority to

178

1 sign the documents that you'd been signing? 2 A: No one had ever raised any issues before. 3 Q: And Mr. Andrew was aware that you'd been 4 signing these documents? 5 A: Yes. 6 Q: And he was aware of the types of document 7 you'd been signing? 8 A: Yes. 9 Q: And he was familiar with these documents 10 from administrating the Councillor's lease? 11 A: Yes. 12 Q: And I understand that only after seeing 13 documents in the Inquiry database did you become aware that 14 Mr. Loreto had raised the issue of your signing authority, in 15 late January, which was just prior to your meeting with Mr. 16 Spizarsky? 17 A: That's correct. Actually, I think it was 18 even, it was when I first met with Commission Counsel that it 19 came to my attention and then they actually directed me to 20 look at the documents in the database. 21 22 (BRIEF PAUSE) 23 24 Q: And two (2) examples of the documents 25 indicating that Mr. Loreto had been looking at that issue are

179

1 -- this is going back to Tab or Volume XIII, it's Tab 39, 2 Begdoc 6240 and over the next Tab 40, which is 12155. 3 These -- neither of these documents were 4 forwarded to you at the time -- 5 A: Correct. 6 Q: -- at the time they were written, which 7 was late January? 8 A: That's correct. These are the notes to 9 Mr. Loreto's file. 10 MADAM COMMISSIONER: He's not likely to be 11 forwarding that on, is what you're saying. These are 12 basically his own notes to the file. Okay. 13 THE WITNESS: But, also he -- I mean there had 14 been nothing communicated by him. It seemed to be responses 15 to phone calls. 16 17 (BRIEF PAUSE) 18 19 CONTINUED BY MS. BAY RYLEY: 20 Q: I believe you can put Volume XIV away, 21 but, keep Volume XIII, but, if you could please turn to 22 Volume IX, Tab 15. 23 24 (BRIEF PAUSE) 25

180

1 A: I've got that. 2 Q: It's Begdoc 10616. Sometime or I guess it 3 indicates on this document that you were sent Mr. Loreto's 4 opinion on February 4th, 2000? 5 A: I did receive some documentation from Mr. 6 Loreto, it wasn't this, but, I think it was in a slightly 7 different format. 8 Q: And here he gave his opinion that the 9 Council report did not authorize anyone in I&T to execute the 10 contract or any related agreements or schedules? 11 A: Correct. 12 Q: And he said that: 13 "The program agreement and equipment 14 schedules had to be re-executed by the 15 Clerk and the CFO or their authorized 16 signing delegates." 17 A: Agreed. 18 Q: If you'd flip to Tab 18 in the same 19 Volume, 15499, is the Begdoc. If you could review this. 20 21 (BRIEF PAUSE) 22 23 Q: Starting from the -- the bottom of the 24 e-mail there, Mr. Andrew wrote to you and asked where all the 25 schedules were so he could get, it says,

181

1 "Ms. Liczyk and Ms. Novina Wong to sign 2 them on Monday so that MFP could proceed." 3 And you understood these to be the equipment 4 schedules, some of which you'd signed? 5 A: Yes. 6 Q: And you respond, in the next e-mail up, 7 that -- you say, 8 "Jim, Brenda/Line has them. We would also 9 have to get back all copies from MFP." 10 And above that, the top of -- of --the top of 11 the -- the second e-mail from the top, Mr. Andrew wrote, 12 "Thanks. I will get them back. The 13 Council report did not delegate signing 14 authority [I guess it's supposed to be] to 15 the Clerk and Treasurer, that's what the 16 ruling is at -- at present." 17 So -- 18 MADAM COMMISSIONER: I think it's supposed to 19 be "from" not "to". 20 MS. BAY RYLEY: From. 21 "Signing authority from the Clerk and 22 Treasurer, that's what the ruling is at 23 present." 24 25 CONTINUED BY MS. BAY RYLEY:

182

1 Q: So is it your recollection that -- that 2 Mr. Andrew collected or had someone else collect the 3 documents for re-execution? 4 A: That was my understanding. 5 Q: And was it your understanding from this e- 6 mail or do you recall that occurring? 7 A: It was from this e-mail. And I understand 8 that action had taken place, but I was away at the time. 9 Q: But it was your understanding that -- that 10 all documents, except for the Certificates of Acceptance and 11 the lease rate factor sheets were collected and -- and re- 12 executed by Ms. Liczyk? 13 A: I actually think everything was collected 14 and everything except the Certificate of Acceptance and lease 15 rate factor sheets were re-executed. 16 17 (BRIEF PAUSE) 18 19 Q: And to pull it back to Mr. Loreto's 20 February 4th opinion, which is the same binder but Tab 15, 21 10616, there's no mention in -- in this opinion, Mr. Loreto 22 doesn't say that the Certificates of Acceptance have to be 23 re-executed, does he? 24 A: No, he does not. 25 Q: And when you were signing Certificates of

183

1 Acceptance, it was your understanding that you were 2 confirming that the City had received the equipment? 3 A: Correct. 4 Q: And did Mr. Loreto or anyone else at -- at 5 any time direct you not to sign the Certificates of 6 Acceptance? 7 A: No. 8 9 (BRIEF PAUSE) 10 11 Q: And from -- from that point on, from -- 12 following Mr. Loreto's opinion, you understood that you 13 wouldn't be the only signator of -- of those documents, and 14 therefore you expected or all documents be forward to Finance 15 for -- for signature? 16 A: Yes. Wherever documents were brought to 17 the Contract Management Office, I would execute them first, 18 and then they would be forwarded onto Finance. 19 Q: And you were aware that -- it was your 20 understanding that Ms. Liczyk would not sign documents 21 until -- from MFP, until you had signed them first? 22 A: I've had documents sent back from Ms. 23 Liczyk's office, requesting that I sign first. 24 Q: And when you signed documents, you 25 understood that you were signing to confirm that the content

184

1 was accurate from an I&T perspective? 2 A: Correct. 3 Q: I'm just going to take you to some -- some 4 of the e-mails about Mr. Domi, from Ms. Leggieri, and one (1) 5 is Volume XIII, Tab 41 and this is Begdoc 24199. 6 A: I've got it. 7 Q: And you've reviewed the bottom start of 8 the e-mail, which is at the bottom of the page? 9 A: Yes. 10 Q: And you were -- you were copied on this 11 e-mail from Ms. Leggieri to Dash Domi on January 17th, 2001, 12 where Ms. Leggieri asked Mr. Domi to notify the CMO when he 13 took documents to Ms. Liczyk for signing? 14 A: Yes. 15 Q: And Ms. Leggieri stated that she wasn't 16 aware that Mr. Domi had -- had taken documents on his own to 17 Ms. Liczyk to sign? 18 A: Correct. 19 Q: The next Tab, Tab 42. Begdoc 39552. I 20 just wanted to ask about the second paragraph there. Ms. 21 Leggieri sent you this e-mail October 30th, 2001, and -- and 22 she informed you that she recalled an incident where Mr. Domi 23 took several doc -- documents from Ms. Leggieri's desk when 24 she was at lunch? 25 A: That's correct, this was in response to my

185

1 e-mail to Ms. Bulko and Ms. Leggieri, and I think Ms. -- Ms. 2 Marks as well, as a result of my KPMG interview, where they 3 had indicated that these documents had only my signature on 4 them and I had asked what had happened. 5 Q: So, if Mr. Domi had taken an equipment 6 schedule or some other document from the CMO straight back to 7 MFP without having -- or without Ms. Liczyk first signing, 8 that document would only have your signature on it? 9 A: Correct. 10 Q: But if -- if that happened you would never 11 know -- you wouldn't know that Mr. -- that Ms. Liczyk had not 12 signed the document? 13 A: No, not until those documents were 14 returned to the CMO, and I think further on you see that they 15 were in the process of collecting all the documentation where 16 they had found gaps where they had not received back fully 17 executed versions of the documents. 18 19 (BRIEF PAUSE) 20 21 Q: I'd like to ask you some questions about 22 you reporting to Mr. Andrew for -- on Y2K. Mr. Andrew 23 testified that -- that he was away in Scotland for the -- the 24 last week in May 1999, and do you recall Mr. Andrew being 25 away at this time?

186

1 A: It's been brought to my attention now 2 where I was pointed to that calendar entry, but on the -- it 3 certainly didn't ring a bell. 4 Q: And you don't recall him leaving a 5 transfer memo of any kind or you haven't seen any evidence of 6 that in the database where he asked you to oversee the RFQ in 7 his absence, at the end of May 1999? 8 A: There isn't any documentation, because I 9 was never asked to do so. 10 Q: And you didn't -- did not even know that 11 the RFQ was going out when he was away? 12 A: No, I didn't. I knew that an RFQ was in 13 progress, but I didn't have any knowledge of the detailed 14 schedule associated with it. 15 Q: And you didn't have -- you didn't 16 personally have any role in drafting the RFQ? 17 A: No, I did not. 18 Q: If you could turn to Tab -- or Volume XX, 19 Tab 3. 20 21 (BRIEF PAUSE) 22 23 Q: Begdoc 14312. And if you could review 24 this, particularly the -- I wanted to ask you about the -- 25 the e-mail at the bottom from Mr. Rabadi to Mr. Altman and

187

1 copied to Mr. Brittain and it's June 2nd, 1999. 2 3 (BRIEF PAUSE) 4 5 A: I've read it. 6 Q: So according to Mr. Rabadi, he had a 7 conversation with Mr. Andrew on -- he says yesterday, so I 8 assume he means June 1st, 1999, about the -- he says RFP, 9 but, I assume he means RFQ? 10 A: That's what it implies. 11 Q: And Mr. Andrew appears to be up to date 12 and it appears that he provided Mr. Rabadi with some 13 information about the RFQ having gone out? 14 A: That's what it appears. I mean I was not 15 copied on this, so I wasn't aware of the status. 16 Q: At the time Mr. Andrew returned from his 17 trip to Scotland, you didn't have the knowledge that he would 18 have had about what stage the RFQ was at? 19 A: No, as a matter of fact when -- I mean, I 20 don't recall ever being asked by Mr. Andrew when he came back 21 because in one sense, it didn't even register that he had, as 22 such, gone and expected me to do anything in his absence. So 23 there was no debriefing either. 24 Q: Could you please turn to Volume XV, Tab 1? 25 MADAM COMMISSIONER: Tab 1 did you say?

188

1 MS. BAY RYLEY: Yes and this starts Begdoc -- 2 oh no -- 3 MADAM COMMISSIONER: 79556? 4 MS. BAY RYLEY: 79556 -- sorry -- one moment 5 please. 6 7 (BRIEF PAUSE) 8 9 MS. BAY RYLEY: If you could please turn to 10 it's -- according to the fax, it's page 23, entitled -- 11 MADAM COMMISSIONER: 79577, but, it might not 12 be on yours. 13 14 CONTINUED BY MS. BAY RYLEY: 15 Q: And it's -- this is your performance 16 appraisal? 17 A: Yes. 18 Q: And it's for the period June 1998 to June 19 1999? 20 A: That's correct. 21 Q: And during that time you were Director of 22 the Y2K Project? 23 A: Yes, I was. 24 Q: And at the end of this document, the last 25 page, you've -- there's a performance rating, an overall

189

1 rating and manager's comments. 2 Now in preparation for this performance 3 appraisal, I understand you drafted the -- you drafted the 4 things you'd achieved during that period? You did that part 5 of this appraisal? 6 A: Yes, usually the process is that I would 7 outline based on the sort of framework, what I thought I had 8 done. 9 Mr. Andrew -- I would send it to Mr. Andrew 10 and then we would meet to go through it, clarify any items 11 that we may be in disagreement on and basically sort of go 12 through the face to face performance meeting. 13 Q: So you met and discussed this at length? 14 A: Yes, we did. 15 Q: And was it Mr. Andrew who gave you the 16 performance rating and the overall rating as being above 17 target? 18 A: Yes. 19 Q: And he wrote the manager's comments? 20 A: Yes, I'm just reading them. 21 Q: "Lana has performed her duties beyond the 22 requirements of the position and has met 23 all deadlines placed on her to report to 24 Council on the Year 2000 Project." 25 I won't read it all, but, these were his

190

1 words? 2 A: Yes, they were. 3 Q: Based on your discussions about what you'd 4 accomplished? 5 A: Yes. 6 Q: And -- and during this process, you 7 understood that Mr. Andrew was carrying -- carrying this out 8 as your Manager? 9 A: Absolutely. When I was first successful 10 in the job competition, I was informed that I was reporting 11 jointly to Mr. Andrew and to Ms. Rodrigues. 12 Q: For Y2K? 13 A: For Y2K. 14 Q: And did Mr. Andrew suggest, at this point 15 or any other time, that he was not supervising you for Y2K? 16 A: Far from it. When Ms. Rodrigues left, he 17 indicated to me that, basically, he was filling her role as 18 well. So Commissioner, as well as the Executive Director of 19 I&T, for my reporting purposes. 20 MADAM COMMISSIONER: He was Acting 21 Commissioner? 22 THE WITNESS: He had indicated that Ms. Glover 23 -- 24 MADAM COMMISSIONER: Yes? 25 THE WITNESS: -- when she had taken the role

191

1 as the Acting Commissioner, had done so on the basis that she 2 was not responsible for Y2K. 3 MADAM COMMISSIONER: Right. 4 THE WITNESS: And he had indicated that even 5 the, sort of the operating format for Information and 6 Technology in general, was that each of the Executive 7 Directors would manage their programs operationally, and only 8 for administrative purposes would she play that sort of 9 consolidation and communication role. So for all intents and 10 purposes, I was reporting to him. 11 MADAM COMMISSIONER: But I took it from what 12 you were saying that he told you that he was filling Margaret 13 Rodrigues' role so that he was actually an Acting 14 Commissioner? 15 THE WITNESS: No. 16 MADAM COMMISSIONER: No. 17 THE WITNESS: He was filling her role as far 18 as it related to me -- 19 MADAM COMMISSIONER: Okay. 20 THE WITNESS: -- on that. 21 MADAM COMMISSIONER: All right. 22 THE WITNESS: On the program. 23 24 CONTINUED BY MS. BAY RYLEY: 25 Q: Volume VII, Tab 11?

192

1 2 (BRIEF PAUSE) 3 4 Q: Begdoc 01304. It's an e-mail from the 5 CAO, Mike Garrett to Margaret Rodrigues and Mr. Andrew, and 6 copied to Laurel MacIntosh. Who is Laurel MacIntosh? 7 A: She is -- she worked -- she was Michael 8 Garrett's executive assistant in the CAO's office. 9 Q: And this is February 28th, 1999, and Mr. 10 Garrett writes, 11 "I need to have --" 12 And the first sentence there is, 13 "I need to have an accurate accounting of 14 our spending to date on Y2K. We need to 15 keep constant tabs on our deliverables and 16 the spending to date." 17 And I see that -- that you're not copied on 18 this document? 19 A: No, I'm not. In looking at the database, 20 Mr. Andrew responded to this document. 21 Q: I think his response is the next tab over, 22 Tab 12. -- 23 A: Correct. 24 Q: -- which is 01303. And -- and Mr. Andrew 25 replies, and I take it -- well, actually I'd like to -- to go

193

1 to another document and then I'll -- then I'll ask a couple 2 of questions on -- 3 MADAM COMMISSIONER: He says in it, 4 "We have very tight control on the 5 spending." 6 THE WITNESS: Correct. And Al Shultz had been 7 identified by Finance to co-sign all Y2K invoices, so all 8 invoices that went down to Finance from the Y2K Program, went 9 to Al Shultz for review and approval. 10 11 CONTINUED BY MS. BAY RYLEY: 12 Q: And on -- on what basis would Mr. Andrew 13 be giving Mr. -- or giving Mr. Garrett this information about 14 the spending controls for Y2K, in your view? 15 A: As I was reporting to Mr. Andrew as well 16 as to Ms. Rodrigues, Mr. Garrett was following up on the 17 status of the program with Mr. -- with Mr. Andrew. So as my 18 boss, he was responding. 19 Q: Okay. That's the end of tab -- Volume VII 20 for awhile, but Volume XX, please? 21 MADAM COMMISSIONER: Volume XX? 22 MS. BAY RYLEY: Yes. 23 24 (BRIEF PAUSE) 25

194

1 CONTINUED BY MS. BAY RYLEY: 2 Q: Volume XX, Tab 4, and it's the 00492, it's 3 -- actually if you could review Tabs 4, 5 and 6 please, and 4 then I'll ask about them. Just briefly review. And -- and 5 Tab 5 is 0848, Tab 6 is 01255. 6 7 (BRIEF PAUSE) 8 9 A: Yes. 10 Q: Okay, and at Tab 4, who is the author 11 Barbara Hume-Wright, who -- who is -- 12 A: That's from the CAO's office, she was I 13 think a Director that worked very closely with Mr. Garrett. 14 Q: And -- and so Ms. Hume-Wright writes to 15 you and copies Mr. Andrew, Mr. Garrett and Ms. Rodrigues? 16 A: Absolutely. 17 Q: About -- this is about Hydro: 18 "Lana, please let me know ASAP, the 19 response you get from Hydro to delay the 20 testing." 21 And is this -- is this another document that 22 you would say reflects the fact that you reported jointly to 23 Mr. Andrew and Ms. Rodrigues? 24 A: Yes. 25 Q: And Tab 5, what is the -- the City Net

195

1 policy? 2 A: This is the -- the -- I'm trying to think 3 of the -- basically the -- the policy for anybody that's 4 using the network, and so we were ensuring that we notified 5 all of the members of the Y2K Program, what the appropriate 6 guidelines were for using the City's network. 7 Q: And did you work on this policy with Mr. 8 Andrew? 9 A: This was an I&T policy that Mr. Andrew 10 felt that we needed to communicate to all of the Project 11 Management Office members, so he had asked me to send this 12 out. 13 Q: So, all those people in the "To" line are 14 project -- 15 A: They're members of the Project Office. 16 Q: And then the cc is to you and Mr. Andrew 17 and Ms. Rodrigues and Mr. Garrett? 18 A: Correct. 19 Q: And Volume VI. 20 21 (BRIEF PAUSE) 22 23 Q: Or sorry, I'm sorry, Tab 6, the next one 24 (1). The next Tab. 25 A: Okay.

196

1 Q: Could you explain very briefly what this 2 relates to? 3 A: Well, starting at the bottom it -- Mr. 4 Garrett was recommending to Mr. Andrew that there were 5 several sites from a Y2K standpoint, that he felt would be 6 worthwhile for -- for us to review. So, he notified Mr. 7 Andrew and copied Ms. Rodrigues and Mr. Guthridge was the 8 Commissioner for Works and Emergency Services, and on the Y2K 9 Steering Committee, his role was also the whole emergency 10 plan, as such. 11 So, Mr. Garrett was sending this to basically 12 my superiors, and Mr. Andrew was responding to him. 13 Q: We've looked at a couple of documents at 14 least, where -- on Y2K, where the people writing and 15 receiving are -- are you and Mr. Andrew and Mrs. Rodrigues 16 and Mr. Garrett and I take it that wasn't unusual, and there 17 are a number of other documents in the database -- 18 A: There are a lot of these documents I 19 wasn't even copied on, so it was really Mr. Garrett working 20 with, as such, my superiors and then wherever appropriate, 21 they would bring me in the loop or provide that information 22 to me. 23 Q: And other members of the Steering 24 Committee for Y2K are not -- not copied on these -- at least 25 these three (3) e-mails we were just looking at?

197

1 A: No. 2 Q: And after the date -- the day that you met 3 with Ms. Rodrigues about your job, your Y2K Director 4 position, beyond that -- after that meeting, there was no 5 other meeting where you met with Ms. Rodrigues by yourself 6 and Mr. Andrew was not present? 7 A: No, Mr. Andrew was always present. 8 Q: And shortly after you got the job of Y2K 9 Director, you had a discussion with Mr. Andrew? 10 A: Yes -- well -- 11 Q: I'm sure you did, but, do you recall one 12 (1) where -- recall a particular conversation where you told 13 him that you were nervous about dealing with Councillors and 14 senior management team in your new position? 15 A: Yes, in my previous positions I had not 16 had a lot of interaction with the Councillors or the 17 Commissioners and I knew that this job would involve a lot of 18 that type of interaction. So, I basically was asking Mr. 19 Andrew to help me with that, sort of, new aspect of the job. 20 Q: And Mr. Andrew told you that he was on 21 good terms with City Councillors and senior management team 22 and assured you that you could rely on him to guide you 23 through the process? 24 A: Yes, he did and he was very good about 25 doing that.

198

1 Q: And he attended most if not all senior 2 management team meetings and would vet information you 3 planned to put forward at these meetings? 4 A: Correct. 5 Q: And he would usually accompany you if you 6 had to meet with a Councillor about Y2K? 7 A: Yes. 8 Q: If you could turn to Volume XIII please, 9 Tab 9. 10 11 (BRIEF PAUSE) 12 13 Q: Gosh, I even took Latin in high school, 14 but, it hasn't -- I'm not very good at the numbers any 15 longer. 16 MADAM COMMISSIONER: I don't know why we're 17 using roman numerals, I think somebody has done it before, it 18 must have been a lawyer, and now we have a non-lawyer doing 19 it and she has very kindly put real numbers on mine. 20 Is that the one (1) you want? 21 MS. BAY RYLEY: Yes, Volume XIII, I just 22 pulled out the wrong -- 23 MADAM COMMISSIONER: You just -- 24 MS. BAY RYLEY: Tab 9, Begdoc 01843. 25

199

1 CONTINUED BY MS. BAY RYLEY: 2 Q: And this is the -- I guess you're there? 3 A: Yes I am. 4 Q: The June 8th, 1998 Y2K report? 5 A: Yes. 6 Q: And Mr. Manes asked you about a particular 7 section in here. That was page 11867 -- that's page 14 and 8 it was the fourth last -- fourth line from the bottom: 9 "Leasing will be utilized as a method of 10 reducing the cash flow impact on the City." 11 And I believe you testified that this line 12 should have said, leasing "could be" rather than, "will be" 13 used, is that right? 14 A: Correct. 15 Q: And was it you, did you actually draft 16 this report yourself? 17 A: This report was a combination of the 18 original committee report from the Y2K committee which 19 consisted of the seven (7) -- I'm sorry representatives from 20 the seven (7) former organizations. 21 It was some strategy information that I had 22 put in and it was also some word smithing from Mr. Power, 23 with feedback from Mr. Andrew and Ms. Rodrigues. 24 Q: And when you say that -- that this should 25 have said leasing could be used rather than -- than will be

200

1 used, you'd say that because you would not have had any 2 authority to determine the funding mechanism for the Y2K 3 Project yourself? 4 A: Agreed. That is always determined by 5 Finance. 6 Q: And you -- you didn't have the authority 7 at that or any other time to commit the City to leasing as a 8 method of financing? 9 A: No. 10 Q: And at that point, no decision had been 11 made to commit the City to leasing, and that's one (1) reason 12 why there's no mention in the recommendations of this report? 13 A: Agreed. 14 Q: Volume XIX, Tab 4? 15 16 (BRIEF PAUSE) 17 18 Q: It's -- it's actually seen as a TECI 19 document, 16681. And down at the bottom of the page it says, 20 next month and Number 1 is audit and there's three (3) bullet 21 there, 22 "Clarify Audit's role, external 23 certification and status reporting." 24 What -- at that point, what -- what kind of 25 expectation did the project have of -- of Audit -- for

201

1 Audit's role in the Y2K Project? 2 A: I had been directed by Ms. Rodrigues and 3 Mr. Andrew to meet with Mr. Griffiths because they wanted to 4 ensure that we understood up front from Audit, what their 5 requirements would be so that we could ensure that as we 6 developed the program, that we could incorporate that into 7 the -- the steps required -- incorporate that into the 8 procedures of the Project Management Office. 9 And to that point, Mr. Smid, Ben Smid from 10 Audit, had been working with the committee prior to my taking 11 on the lead role, but again, it was, now that we were moving 12 out of, as such, report mode, moving into action, it's making 13 sure that we understood what was required from the Project 14 Office up front, to meet Audit's requirement and to manage 15 the risk to the Corporation. 16 Q: And over to the next page, number 4, 17 Finance -- where the title says, "Finance" and were 18 these -- these were items that -- that you expected Finance 19 to address? 20 A: Yes. I saw this document for the first 21 time yesterday, and -- I think it was yesterday, well, this 22 week. And I haven't seen it since 1998, so in looking at it 23 again, when I look at that whole section on next month, what 24 is basically being mapped out is, the expectation that the 25 Y2K Project has of each area.

202

1 So for instance, these were things that I 2 expected Finance to be following up on, Corporate Services, 3 et cetera, et cetera. 4 Q: And in the -- you would consider this a 5 follow up to the June report that we were just looking at, 6 the June, 1998, where one (1) of the recommendations of that 7 report was that the City Treasurer report to the Budget 8 Committee on financial options for funding Y2K? 9 A: Correct. 10 Q: So this would be a -- a follow up, as far 11 as -- as looking at Y2K Project funding? 12 A: Correct. 13 Q: And that -- actually, if we could briefly 14 turn to -- back to that document, which was Volume XIII, Tab 15 9? 16 MADAM COMMISSIONER: Do you want to keep this 17 one (1) here? Volume -- 18 MS. BAY RYLEY: Yes, please. 19 MADAM COMMISSIONER: -- XIX? Okay. 20 MS. BAY RYLEY: So Volume XIII, Tab 9? 21 THE WITNESS: Yes. 22 MS. BAY RYLEY: At page 2, recommendation 8. 23 MADAM COMMISSIONER: This is 1854. 24 25 CONTINUED BY MS. BAY RYLEY:

203

1 Q: And page 2, 1855, and recommendation 8 2 says: 3 "The City Treasurer establish a policy --" 4 Sorry, that's the wrong one. Sorry, 5 recommendation 9, just the first part there reads that: 6 "The City Treasurer will bring forward to 7 the Budget Committee, a report on financial 8 options for funding the Year 2000 program." 9 So this -- and I won't read the rest of it, 10 but it was the City Treasurer who was going to look at 11 various financing options for Y2K? 12 A: Yes, at the City with any initiative, the 13 financing mechanisms are the responsibility of the Finance 14 Department. 15 Q: And neither I -- IT, nor the IT 16 Department, nor the Y2K Project could go ahead with any 17 financing alternative, without the Finance Department's 18 approval? 19 A: Correct. 20 Q: And in the end Finance recommended funding 21 by debentures and water reserves, and that was what was 22 reported in the November 8th, 1998 Y2K report? 23 A: That's correct. 24 MS. BAY RYLEY: This would be a -- 25 MADAM COMMISSIONER: Oh.

204

1 MS. BAY RYLEY: -- good time to break. 2 3 (WITNESS RETIRED) 4 5 MADAM COMMISSIONER: So you're on target, Ms. 6 Ryley, for tomorrow? 7 MS. BAY RYLEY: Yes. 8 MADAM COMMISSIONER: Okay, and -- and Ms. 9 Viinamae can look forward to finishing tomorrow? 10 MS. BAY RYLEY: Yes. 11 MADAM COMMISSIONER: Okay. 12 13 (BRIEF PAUSE) 14 15 MADAM COMMISSIONER: Thank you, tomorrow 16 morning. 17 THE REGISTRAR: The Inquiry is adjourned until 18 tomorrow, Thursday, October 30th at 10:00 a.m. 19 20 --- Upon adjourning at 4:31 p.m. 21 22 23 24 25

205

1 2 Certified Correct 3 4 5 6 7 ______________________ 8 Carol Geehan 9 Court Reporter 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25