1. GENERAL

1.1 Communications Principles

The Project represents an important infrastructure commitment by HMQ. Accordingly, a comprehensive communications and stakeholder relations plan is required to ensure the public is informed and engaged where necessary and to meet HMQ’s communications requirements. This plan will support effective communications between Project Co and HMQ, and with HMQ stakeholders and the communities of the City of Windsor, the Town of LaSalle, the Town of Tecumseh and the County of Essex.

2. HMQ RESPONSIBILITIES

2.1 Lead Communications Role

HMQ will assume the lead communications role. HMQ will take primary responsibility for all communications matters and will be responsible for:

(a)

providing identified, dedicated lead communications contacts with applicable skills and experience with 24/7 availability on applicable aspects of communications and issues management;

(b)

providing an identified, dedicated media-trained lead media spokesperson, with back-up media-trained personnel, as required with 24/7 availability on applicable aspects of communications;

(c)

acting as primary media contact for the Project;

(d)

providing final review and approval of all public communications materials;

(e)

communicating promptly with all relevant parties on crisis issues and communicating within 24 hours on general issues; and

(f)

providing coordinated updates to internal/external stakeholders, as required.

2.2 HMQ Communications Responsibilities During the Initial Works

In respect of each Phase, in the period up to the Phase Substantial Completion Date of the relevant Phase, HMQ will be responsible for the following matters:

(a)

Communications: To develop, in cooperation with Project Co, a comprehensive communications strategy and program that includes community relations, coordinated issues management, such as complaints management and dispute

Confidential – Economic Interests of Ontario

resolution, coordinated media relations, marketing, special events, employee communications and government relations regarding issues related to the Project.

(b)

Crisis Communications: To undertake, in cooperation with Project Co, required planning for potential crisis issues related to the Project. A plan will be developed within 30 days following Financial Close outlining the roles and responsibilities of both HMQ and Project Co during a crisis situation.

(c)

Parkway Related Communication: To provide all communications related to the provision of MTO Activities and to lead all communications otherwise related to the Parkway.

(d)

Performance Review: To review, on a periodic basis, Project Co’s performance in providing communications support as outlined in Section 3 of this Schedule 18.

2.3 Communications Responsibilities of HMQ and Project Co During the Operational Term

(a)

No later than 30 days prior to the Scheduled Phase Substantial Completion Date for Phase One, the Parties will agree on a communications protocol to apply during the Operational Term.

(b)

To the extent the communications activities described in Section 3.2 apply to the OM&R Work, the communications protocol described in Section 2.3(a) shall assign to Project Co the responsibilities set forth in Section 3.2 during the Operational Term.

3. PROJECT CO RESPONSIBILITIES

3.1 Support Communications Role

Project Co will support HMQ with respect to communications related to the Project. Project Co will be responsible for:

(a)

providing identified, dedicated media-trained communications contacts and lead media spokesperson (with back-up media-trained personnel, as required) with 24/7 availability on applicable aspects of communications;

(b)

responding to communications issues in accordance with agreed timeframes;

(c)

maintaining and updating Project Co’s Project website, as required subject to review and approval by HMQ;

(d)

reviewing and/ or providing communications and/ or technical materials reasonably requested by HMQ;

(e)

updating, in collaboration with HMQ, internal/ external stakeholders, as required, including involvement and participation in community events;

(f)

providing the public/ media reasonable access to the Site for milestone events;

(g)

directing all media enquiries and interview requests to HMQ’s lead communications contact;

(h)

maintaining a written record of all material public enquiries, complaints and communications and providing copies to HMQ’s lead communications contact on a weekly basis (or immediately if urgent);

(i)

reporting to HMQ on communications matters on an agreed upon basis;

(j)

participating in HMQ communications meetings, as required; and

(k)

during a crisis situation, ensuring and making available sufficient resources to work effectively with HMQ and proactively manage and perform its communications responsibilities.

3.2 Project Co Communications Responsibilities During the Initial Works

(a)

Within 30 days following Financial Close and in collaboration with HMQ, Project Co will develop, maintain and implement a construction liaison and communications plan that includes:

(i)

a description of Project Co’s approach to all communications aspects of the Project;

(ii)

a description of Project Co’s communications team, including the roles and responsibilities for each team member and any Project Co Party who will provide any aspect of the communications program; and

(iii)

the identification of proposed communication tools to be used to partner and report to HMQ, for coordinated media and community relations, for coordinated issues management, for complaints management and dispute resolution and for coordinated crisis communications, with the goal of keeping the community and other stakeholders informed with respect to the progress of the Project.

(b)

In respect of each Phase, in the period up to the Phase Substantial Completion Date of the relevant Phase, Project Co will

(i)

update the construction liaison and communications plan on an annual basis or as reasonably requested by HMQ;

(ii)

coordinate with HMQ in the implementation of the construction liaison and communications plan;

(iii)

provide a dedicated representative who will attend regular meetings with HMQ to discuss communication issues and developments;

(iv)

produce monthly progress reports, which will include information on activities, public and media enquiries, any emerging issues, and actions taken in response to issues;

(v)

in coordination with HMQ, provide regular updates to the immediately affected property owners and neighbourhoods on Initial Works related issues with particular attention to communicating the scope, schedule and status of the Initial Works. This will include processes to proactively address any Initial Works related enquiries and issues (e.g., public enquiries and complaints re noise, hours of work, dust, etc.);

(vi)

provide regular updates to HMQ related to the management of local traffic during the Initial Works;

(vii)

as soon as practicable following Financial Close develop, in collaboration with HMQ, a crisis communication plan outlining roles and responsibilities for a list of potential crisis issues that could develop during the Initial Works; and

(viii)

follow any guidelines provided by HMQ related to signage or advertising at the Site.

4. PUBLIC DISCLOSURE AND MEDIA RELEASES

4.1 Public Disclosure and Media Releases

(a)

Project Co shall not, and shall ensure that no Project Co Party shall, issue or disseminate any media release, public announcement or public disclosure (whether for publication in the press, on the radio, television, internet or any other medium) relating to the Project, this Project Agreement, the MTO Activities or any matters related thereto, without the prior written consent of HMQ, in its sole discretion, or, in the case of any media release, public announcement or public disclosure required by Applicable Law, without the prior written consent of HMQ.

(b)

Unless otherwise required by Applicable Law (but only to that extent), neither Party shall use the other Party’s name or refer to the other Party, directly or indirectly, in any media release, public announcement or public disclosure (whether for publication in the press, on the radio, television, internet or any other medium) relating to the Project, this Project Agreement, the MTO Activities or any matter related thereto, without the prior written consent of the other Party.

5. CONSTRUCTION SIGNAGE

5.1 Construction Signage Guidelines

With respect to any signage that may be erected and maintained at or on the Site or Project, Project Co, Project Co Parties and/or the Lenders, as applicable, shall:

(a)

include the Ontario logo and the Canada wordmark on the sign;

(b)

comply with language requirements (English and French);

(c)

ensure that the signage is no larger than the larger of: (i) an existing government project sign on the Site; or (ii) 16 feet by 8 feet;

(d)

adhere to local by-laws including by-laws regarding placement and size;

(e)

consider signage material suitable for long-term outdoor exposure;

(f)

provide a mock-up of the signage to the HMQ Representative for approval prior to printing; and

(g)

be responsible for installation, maintenance and removal of the signage.

SCHEDULE 18 COMMUNICATIONS PROTOCOL

1.

GENERAL

1.1

Communications Principles

2.

HMQ RESPONSIBILITIES

2.1

Lead Communications Role

2.2

HMQ Communications Responsibilities During the Initial Works

2.3

Communications Responsibilities of HMQ and Project Co During the Operational Term

3.

PROJECT CO RESPONSIBILITIES

3.1

Support Communications Role

3.2

Project Co Communications Responsibilities During the Initial Works

4.

PUBLIC DISCLOSURE AND MEDIA RELEASES

4.1

Public Disclosure and Media Releases

5.

CONSTRUCTION SIGNAGE

5.1

Construction Signage Guidelines