Principal stages

4.1.1 Signing of the Submission Agreement

The launch of the RFP is marked by the sending of Volume 1 to the Qualified Respondents, who have until July 27, 2006 at 3:00 p.m. (Montréal time) to comment, in French, on the draft Submission Agreement found in Appendix 1-1, using Microsoft Word’s Track Changes feature.

Comments must be sent in writing by letter, e-mail or fax to the Minister’s Representative whose coordinates are provided in Section 7.3. Once their comments are received, the Minister will send Qualified Respondents, on August 3, 2006, a final version of the Submission Agreement that incorporates the accepted amendments. The Qualified Respondents will then be asked to sign and return an original copy of the final version of the Submission Agreement, in French, by August 10, 2006 at 3:00 p.m. (Montréal time).

Signing of the Agreement is required in order to participate in the Consultation and Selection Process, to submit a Proposal for the Partnership, and to obtain payment of the Final Compensation or the Allowance, as applicable.

4.1.2 Identification of the Qualified Respondent’s contact person

Each Qualified Respondent must provide the name and the contact details of a person to whom the Minister should address any requests, questions, or clarifications. This individual must be the only person who contacts the Minister’s Representative with queries.

The contact details must include phone and fax numbers, as well as e-mail and mailing addresses. All of this information must be provided to the Minister’s Representative no later than upon the return of the final version of the Submission Agreement signed by the Qualified Respondent.

4.1.3 Receipt of the Partnership Agreement and Technical Specifications of the RFP and access to the Project’s electronic data room

Once the signed final version of the Submission Agreement is received by the Minister’s Representative, Qualified Respondents will receive a letter containing instructions for using the electronic data room and access and update procedures, along with an excerpt of its contents on two DVDs. Qualified Respondents will then be asked to access the electronic data room in order to download the Partnership Agreement and Technical Specifications of the RFP and to access other information relevant to the Project and the Partnership that is made available by the Ministère (see Section 4.2).

4.1.4 General information session

A multilateral general information session will be held on August 17, 2006 involving persons designated by the Minister and the Qualified Respondents’ Collaborators in order to facilitate the development of their Proposals. This “kick-off” session will be conducted in French, with simultaneous interpretation in English, and will cover the following topics:

• General description of the Project;

• Technical description of the Project;

• A general presentation of the findings of the traffic and toll revenue study;

• The rate and collection frameworks for tolls;

• Compensation of the Private Partner;

• A summary of the Consultation and Selection Process.

The information provided in these presentations is intended solely for guidance.

Each Qualified Respondent’s Collaborator who wishes to attend the information session must sign the release found in Appendix B of the Submission Agreement. The release must be handed over at the door of the room where the general information session will be held, failing which the Qualified Respondent’s Collaborator will be denied admission.

Attendance at the general information session is mandatory for Qualified Respondents. One of the Qualified Respondent’s Collaborators who attends the session must be the contact person or one of the Key Individuals. The number of Collaborators is limited to nine per Qualified Respondent.

4.1.5 Topical information sessions

Four full-day multilateral topical information sessions will be held on August 22, 23, 24 and 25, 2006 involving persons designated by the Minister (primarily traffic and revenue experts) and the Qualified Respondents’ Collaborators. These sessions will deal with the methodology used to conduct the traffic and toll revenue study. They will specifically cover the modelling environment and methodology, the stated preference study, and development of the MoTLEC simulator. The information provided in these presentations is intended solely for guidance.

Each Collaborator of a Qualified Respondent who is interested in attending the topical information sessions must sign the release found in Appendix B of the Submission Agreement

These information sessions will be conducted in both French and English, depending on the language of the expert who is giving the presentation. No simultaneous interpretation will be provided.

Attendance at the topical information sessions is mandatory for Qualified Respondents. One of the Qualified Respondent’s Collaborators who attends each session must be the contact person or one of the Key Individuals. The number of Collaborators is limited to six per Qualified Respondent.

4.1.6 Discussion workshops

Bilateral discussion workshops involving persons designated by the Minister and the Qualified Respondents’ Collaborators are planned. The topics and rules for participation are found in Section 4.3.

4.1.7 Submission of comments by the Qualified Respondents concerning the draft Partnership Agreement and Technical Specifications

Qualified Respondents will be asked to submit questions, comments, and suggested changes to the draft Partnership Agreement and the Technical Specifications according to the procedure described in Section 4.4.

4.1.8 Transmission of a revised and final version of the Partnership Agreement and Technical Specifications to the Qualified Respondents

The Qualified Respondents will have two opportunities to comment on the Partnership Agreement and Technical Specifications. In response to the comments and suggestions received from the Qualified Respondents, two revised versions of the Partnership Agreement and Technical Specifications will be distributed by way of addenda to indicate the amendments accepted by the Minister. Each Qualified Respondent’s Proposal must be based on the second revised version, which will be final, of the Partnership Agreement and Technical Specifications, including all addendums which could be submitted between January 8 and March 30, 2007.

4.1.9 Submission of the Proposals

As stated above, each Qualified Respondent’s Proposal must be based on the revised and final version of the Partnership Agreement and Technical Specifications that they will have received, including all addendums which could be submitted between January 8 and March 30, 2007. The Minister intends to enter into the Partnership Agreement with the Preferred Proponent on the basis of that revised and final version, without negotiations or substantial changes, subject to the Government’s approval.

Qualified Respondents must submit their Proposals as instructed in Section 7 of this document, and the contents of the Proposals must adhere to the requirements specified in Section 5.

4.1.10 Evaluation of the Proposals

The Proposals received will be evaluated according to the procedure described in Section 6.

4.1.11 Selection of the Preferred Proponent and announcement

The Selection Committee will choose, from among the eligible Proposals that are considered compliant, the Proposal that offers the lowest cost, expressed by the present value of the availability payments entered on the Price form found in Appendix 1-9.

Once the selection has been made, the Preferred Proponent will have five (5) business days to provide the Minister with an irrevocable letter of credit for an additional 3 million dollars, as required by Clause 3.1.2 of the Submission Agreement found in Appendix 1-1. This letter of credit must be issued by a chartered bank that is listed in Schedule I, II, or III (Section 14) of the Bank Act and acceptable to the Minister, entirely at the latter’s discretion, or by a Québec financial services cooperative that is acceptable to the Minister, entirely at the latter’s discretion.

The letter of credit must be valid from the date of its submission until the expiry date of the letter of credit for 2 million dollars submitted with the Proposal (see Section 5.2). The letter may be issued in French or English, but must be fully compliant with the model provided in Appendix 1-7.

Once the Letter of Credit is received, the Preferred Proponent will be announced, and a Notice of selection of the Preferred Proponent will be sent to all Qualified Respondents who submitted a Proposal.

4.1.12 Finalization of the transaction

Once the Preferred Proponent is announced, the last stages leading to finalization of the transaction involve finalizing the legal documentation that gives effect to the Partnership Agreement and the Initial Financing agreements. Transaction finalization culminates with the Financial Closing.

The legal documentation must be finalized with no amendments to the revised and final version of the Partnership Agreement other than minor changes to incorporate specific details of the Preferred Proponent’s Proposal. Should the latter refuse to sign the revised and final version of the Partnership Agreement with the agreed-upon form and content, the Minister may draw on

Proposal with the lowest cost after that of the Preferred Proponent considered to be compliant with the second lowest cost, expressed by the present value of the Availability payments entered on the Price form found in Appendix 1-9.

The signing of the Partnership Agreement by the Minister is contingent upon first obtaining the Government’s approval.