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Request for Proposals
Surrey Biofuel Processing Facility Project
RFP # 5587
February 27, 2014
Surrey Biofuel Processing Facility Project Request for Proposals
February 27, 2014 Page i
SUMMARY OF KEY INFORMATION
RFP TITLE The title of this RFP is:
RFP – Surrey Biofuel Processing Facility Project
Proponents should use this title on all correspondence.
CONTACT PERSON The Contact Person for this RFP is Dawn Hart
Email: [email protected]
Please direct all Enquiries, in writing, to the above named Contact
Person. No telephone or fax enquiries.
ENQUIRIES Proponents are encouraged to submit Enquiries at an early date
and:
for Enquiries of a technical nature: prior to 16:00 Pacific Time on the day that is 10 Business Days before the Submission Time for Technical Submissions
for Enquiries of a financial nature: prior to 16:00 Pacific Time on the day that is 5 Business Days before the Submission Time for Financial Submissions
to permit consideration by the City; the City may, in its discretion,
decide not to respond to any Enquiry.
SUBMISSION TIME FOR
ALTERNATIVE BIOGAS PRODUCT
SALES PROPOSALS
March 24, 2014 at 11:00 Pacific Time
SUBMISSION TIME FOR INTERIM
FINANCIAL REVIEW
SUBMISSIONS
April 28, 2014 at 11:00 Pacific Time
SUBMISSION TIME FOR
TECHNICAL SUBMISSIONS /
INITIAL AIRS SUBMISSION TIME
June 16, 2014 at 11:00 Pacific Time
INTERIM AIRS SUBMISSION TIME July 7, 2014 at 11:00 Pacific Time
FINAL AIRS SUBMISSION TIME August 4, 2014 at 11:00 Pacific Time
SUBMISSION TIME FOR
FINANCIAL SUBMISSIONS
August 18, 2014 at 11:00 Pacific Time
SUBMISSION LOCATION The Submission Location is:
Partnerships BC
2320 – 1111 West Georgia Street
Vancouver, B.C. V6E 4M3
Surrey Biofuel Processing Facility Project Request for Proposals
February 27, 2014 Page ii
Attention: Dawn Hart
SUBMISSION LOCATION FOR
INITIAL AIRS, INTERIM AIRS AND
FINAL AIRS
The Submission Location for Initial AIRS, Interim AIRS and Final
AIRS is via email to the Contact Person:
Surrey Biofuel Processing Facility Project Request for Proposals
February 27, 2014 Page iii
TABLE OF CONTENTS
SUMMARY OF KEY INFORMATION ............................................................................................................ I
1 INTRODUCTION ................................................................................................................................... 1
1.1 Purpose of this RFP .................................................................................................................... 1
1.2 Eligibility to Participate in this RFP ............................................................................................. 1
2 RFP PROCUREMENT PROCESS ....................................................................................................... 2
2.1 Estimated Timeline ..................................................................................................................... 2
2.2 Collaborative Meetings ............................................................................................................... 2
2.3 Business-to-Business Networking Session ................................................................................ 4
2.4 Comments on the Project Agreement ......................................................................................... 4
2.5 Data Room and Reference Information ...................................................................................... 6
2.6 Interim Financial Review Submission ......................................................................................... 6
3 KEY PROJECT ELEMENTS ................................................................................................................ 8
3.1 Project Site .................................................................................................................................. 8
3.2 Approvals and Permitting ............................................................................................................ 9
3.3 Process Technology ................................................................................................................. 10
3.4 Facility Capacity ........................................................................................................................ 10
3.5 Design and Construction .......................................................................................................... 11
3.6 Services .................................................................................................................................... 12
3.7 City Organic Waste Composition .............................................................................................. 13
3.8 Biomethane Production, Value and Sales ................................................................................ 13
3.9 Option for a Corporate Finance Solution .................................................................................. 14
3.10 Construction Milestone Payment .............................................................................................. 15
3.11 Payment and Performance ....................................................................................................... 15
4 AFFORDABILITY ............................................................................................................................... 18
4.1 Affordability Threshold .............................................................................................................. 18
4.2 Affordability and Evaluation Model ........................................................................................... 18
5 PROPOSAL REQUIREMENTS .......................................................................................................... 20
5.1 Proposal Form and Content ...................................................................................................... 20
5.2 Interest Rate Benchmarks ........................................................................................................ 20
5.3 Advance Interest Rate Submissions ......................................................................................... 21
Surrey Biofuel Processing Facility Project Request for Proposals
February 27, 2014 Page iv
6 SUBMISSION INSTRUCTIONS ......................................................................................................... 22
6.1 Proposal Submission Times and Submission Location ............................................................ 22
6.2 Number of Copies ..................................................................................................................... 22
6.3 No Fax or Email Submission .................................................................................................... 23
6.4 Language of Proposals ............................................................................................................. 23
6.5 Receipt of Complete RFP ......................................................................................................... 23
6.6 Enquiries ................................................................................................................................... 23
6.7 Electronic Communication ........................................................................................................ 24
6.8 Addenda .................................................................................................................................... 24
6.9 Intellectual Property Rights ....................................................................................................... 25
6.10 Definitive Record ....................................................................................................................... 25
6.11 Amendments to or Withdrawals of Proposals ........................................................................... 25
6.12 Changes to Proponent Teams .................................................................................................. 26
6.13 Changes to Process Technology .............................................................................................. 26
6.14 Validity of Proposals ................................................................................................................. 27
6.15 Material Change After Submission Time for Financial Submissions ........................................ 27
6.16 Acceptable Equivalents............................................................................................................. 28
7 EVALUATION ..................................................................................................................................... 30
7.1 Mandatory Requirements ......................................................................................................... 30
7.2 Evaluation Committee ............................................................................................................... 30
7.3 Evaluation of Proposals ............................................................................................................ 30
8 SELECTION OF PREFERRED PROPONENT AND AWARD ........................................................... 34
8.1 Selection and Award ................................................................................................................. 34
8.2 Final Draft Project Agreement .................................................................................................. 34
8.3 Preferred Proponent Security Deposit ...................................................................................... 35
8.4 Return of Security Deposit ........................................................................................................ 35
8.5 Retention of Security Deposit ................................................................................................... 36
8.6 Communication Regarding Progress to Financial Close .......................................................... 37
8.7 Changed Funding Arrangements .............................................................................................. 37
8.8 Partial Compensation for Participation in this RFP ................................................................... 37
8.9 Debriefs ..................................................................................................................................... 38
9 CONFLICT OF INTEREST AND RELATIONSHIP DISCLOSURE .................................................... 39
9.1 Reservation of Rights to Disqualify ........................................................................................... 39
Surrey Biofuel Processing Facility Project Request for Proposals
February 27, 2014 Page v
9.2 Relationship Disclosure ............................................................................................................ 39
9.3 Use or Inclusion of Restricted Parties ....................................................................................... 39
9.4 Restricted Parties ...................................................................................................................... 40
9.5 Conflict of Interest Adjudicator .................................................................................................. 42
9.6 Request for Advance Decision ................................................................................................. 42
9.7 The City May Request Advance Decisions .............................................................................. 43
9.8 Decisions Final and Binding ..................................................................................................... 43
9.9 Shared Use ............................................................................................................................... 44
9.10 Exclusivity ................................................................................................................................. 44
10 RFP TERMS AND CONDITIONS ....................................................................................................... 46
10.1 No Obligation to Proceed .......................................................................................................... 46
10.2 No Contract ............................................................................................................................... 46
10.3 Freedom of Information and Protection of Privacy Act ............................................................. 46
10.4 Cost of Preparing the Proposal ................................................................................................. 46
10.5 Confidentiality of Information .................................................................................................... 46
10.6 Reservation of Rights................................................................................................................ 47
10.7 No Collusion .............................................................................................................................. 48
10.8 No Lobbying .............................................................................................................................. 48
10.9 Ownership of Proposals ............................................................................................................ 48
10.10 Disclosure and Transparency ................................................................................................... 49
10.11 Fairness Advisor ....................................................................................................................... 49
10.12 Legal Advisor ............................................................................................................................ 50
10.13 Limitation of Damages .............................................................................................................. 50
11 INTERPRETATION ............................................................................................................................. 52
11.1 Definitions ................................................................................................................................. 52
11.2 Interpretation ............................................................................................................................. 60
APPENDIX A EVALUATION OF PROPOSALS
APPENDIX B PROPOSAL REQUIREMENTS
APPENDIX C PROPOSAL DECLARATION FORM
APPENDIX D RELATIONSHIP DISCLOSURE FORM
APPENDIX E PROPONENT COMMENTS FORM
Surrey Biofuel Processing Facility Project Request for Proposals
February 27, 2014 Page vi
APPENDIX F NOT USED
APPENDIX G COMMITMENT LETTER TEMPLATE
APPENDIX H PREFERRED PROPONENT SECURITY DEPOSIT
APPENDIX I CONSTRUCTION INSURANCE UNDERWRITING QUESTIONNAIRE
APPENDIX J INITIAL DRAFT PROJECT AGREEMENT
APPENDIX K ADVANCE INTEREST RATE SUBMISSION
APPENDIX L INTERIM FINANCIAL COSTS SUMMARY FORM
APPENDIX M ENQUIRY REQUEST FORM
APPENDIX N CORPORATE FUNDER COMMITMENT LETTER TEMPLATE
APPENDIX O ALTERNATIVE BIOGAS PRODUCT SALES PROPOSAL PROCESS
Surrey Biofuel Processing Facility Project Request for Proposals
February 27, 2014 Page 1
1 INTRODUCTION
1.1 PURPOSE OF THIS RFP
The purpose of this request for proposals (“Request for Proposals” or “RFP”) is to invite eligible
Proponents to prepare and submit Proposals to design, build and partially finance a new Facility for the
processing of organic waste and the production of Biomethane, and to operate and maintain the Facility
for 25-years under a long-term project agreement (the “Project Agreement”).
1.2 ELIGIBILITY TO PARTICIPATE IN THIS RFP
Through a request for qualifications (“RFQ”) issued May 16, 2013 by the City of Surrey (the “City”), the
following consortia (each, a “Proponent”) are qualified to participate in this RFP:
Iris Solutions;
Plenary Harvest Surrey; and
Urbaser S.A..
Only these three Proponents, subject to changes in Proponent Team membership as permitted by this
RFP, may submit Proposals or otherwise participate in this RFP.
2 R
2.1 ESTIM
The follow
Activity
Issue RFP
Business-
First Colla
Submissio
Second C
Submissio
Third Coll
Issue Fina
Submissio
Initial AIR
Interim AI
Invitation
Final AIRS
Submissio
Selection
Finalizatio
Financial
Construct
Service C
This estim
2.2 COLL
The City w
Represen
Proponen
th(a)
to
RFP PROCUR
MATED TIME
wing is the Cit
P and Initial D
-to-Business
aborative Mee
on Time for A
Collaborative M
on Time for In
aborative Me
al Draft Projec
on Time for T
RS Submission
RS Submissi
to Submit Fin
S Submission
on Time for F
of Preferred
on of the Proje
Close
tion Commen
Commenceme
mated timeline
LABORATIVE
will make ava
ntatives”) to p
nts. The City e
he purpose of
o develop opti
REMENT PRO
ELINE
ty’s estimated
Draft Project A
Networking S
eting
Alternative Bio
Meeting
nterim Financ
eeting
ct Agreement
Technical Sub
n Time
on Time
nancial Subm
n Time
inancial Subm
Proponent
ect Agreemen
ces
ent
e is subject to
E MEETINGS
ailable certain
participate in
expects the C
f the Collabor
imal solutions
OCESS
d timeline for t
Agreement to
Session
ogas Product
cial Review Su
t
bmissions
ission
missions
nt
o change at th
S
of its person
collaborative
Collaborative M
ative Meeting
s for the Proje
the Project:
Proponents
Sales Propos
ubmissions
he sole and ab
nel, consultan
meetings (th
Meetings to ta
gs is to provid
ect while mini
Surrey
Time
Febru
Marc
week
sals Marc
week
May
week
June
June
June
July
Augu
Augu
Augu
Septe
Octo
Dece
Dece
Late
bsolute discre
nts and advis
e “Collabora
ake place as f
de a process t
mizing the ris
y Biofuel ProceR
eline
uary 27, 2014
ch 11, 2014
k commencing
ch 31, 2014
k commencing
5, 2014
k commencing
e 2, 2014
e 23, 2014
e 23, 2014
14, 2014
ust 4, 2014
ust 11, 2014
ust 25, 2014
ember 22, 20
ber – Novem
ember 2014
ember 2014
2016 – Early
etion of the C
sors (the “City
ative Meeting
follows:
that will assis
sk that a Prop
essing Facility PRequest for Pro
February 27P
4
g March 10, 2
g April 7, 201
g May 12, 20
014
ber 2014
y 2017
City.
y
gs”) with the
st the Propone
ponent’s solut
Project posals
7, 2014 Page 2
2014
4
14
ents
tion is
un
pa
at(b)
ca
pr
d
co
th(c)
ex(d)
re
co
C
th
at(e)
co
P
th
nu
on
to(f)
an
re
in
or
th
th
if
if,(g)
an
nresponsive t
articular:
(1) to
co
Ini
(2) to
the
t least 5 Busin
ase of any Co
rovide the Cit
iscuss, and a
omments on t
he City will de
xcept as may
etain all inform
onfidential, an
City may disclo
he City with re
t each Collab
onsultants an
roponent con
he objectives
umber of part
nly, unless ot
o facilitate free
ny comments
espect of any
nformation pro
r negative vie
he Collaborati
he City and w
adopted by th
, for the purpo
ny information
to the City’s r
permit the Pr
omments and
itial Draft Proj
permit a Prop
e Proponent m
ness Days in
ollaborative M
ty with a prop
ny materials
the agenda a
etermine whic
y be expressly
mation receive
nd will not dis
ose such info
espect to the
orative Meeti
nd agents of th
nsiders reason
of the Collabo
ticipants at an
therwise perm
e and open d
s provided by
particular ma
ovided by a P
ews, encourag
ive Meetings
ill not be deem
he Proponent
oses of the pr
n or clarificati
equirements,
roponent’s rep
feedback on
ject Agreeme
ponent to disc
may be consi
advance of e
Meeting with re
osed meeting
relevant to su
nd a list of an
h City Repres
y stated other
ed from a Pro
sclose such in
rmation to its
Project;
ng, a Propon
he Proponent
nably necess
orative Meetin
ny one meetin
mitted at the d
iscussion at t
or on behalf
atter raised by
Proponent prio
gement or en
to anything s
med or consid
t;
reparation of
ion given by a
this RFP or i
presentatives
material issu
ent; and
cuss with the
dering for var
each Collabor
espect to insu
g agenda, a li
uch issues. Th
ny prioritized i
sentatives wil
rwise in this R
oponent durin
nformation to t
consultants a
ent may have
t and the Prop
ary for effecti
ng provided t
ng. Participati
discretion of th
the Collaborat
of the City du
y a Proponen
or to or during
dorsements e
aid or provide
dered to be a
its Proposal,
a City Repres
Surrey
is above the A
s to provide th
ues such as af
City potentia
rious aspects
rative Meeting
urance matte
ist of prioritize
he City may p
issues the Cit
ll be present a
RFP, including
ng a Collabora
the other Pro
and advisors
e such officer
ponent Team
ive communic
that the City m
ion in Collabo
he City;
tive Meetings
uring any Coll
nt or which is i
g the Collabor
expressed by
ed by Propon
an indication o
a Proponent
sentative at a
y Biofuel ProceR
Affordability T
he City Repre
ffordability or
al solutions an
s of its Propos
g (10 Busines
rs), each Pro
ed issues it w
provide Propo
ty would like
at any Collab
g Section 10.3
ative Meeting
oponents or a
who are assi
rs, directors, e
m members pr
cation with the
may, in its dis
orative Meetin
s, Proponents
aborative Me
included in an
rative Meeting
y or on behalf
ents, will not
of a preferenc
wishes to be
Collaborative
essing Facility PRequest for Pro
February 27P
Threshold, an
esentatives wi
r provisions of
nd approache
sal.
ss Days in the
ponent shoul
would like to
onents with
to discuss;
orative Meeti
3, the City wi
(s) as strictly
ny third party
sting or advis
employees,
resent as the
e City and to
cretion, limit t
ngs is in perso
s should note
eeting, includi
ny documents
g, and any po
of the City du
in any way b
ce by the City
able to rely o
e Meeting, or
Project posals
7, 2014 Page 3
nd in
ith
f the
es that
e
d
ng;
ll
y. The
sing
fulfill
the
on
that
ng in
s or
ositive
uring
ind
y even
on
ar
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by(h)
pr
P
th(i)
th
C
fe
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to
th
it (k)
2.3 BUSI
The City i
businesse
lo(a)
w
P
P(b)
la
bu
2.4 COMM
Each Prop
or provisio
rising out of a
Draft Project A
(1) the
am
(2) as
Re
the
re
y participating
rocedures an
rocess as de
he City anticip
he release of t
Collaborative M
ewer Collabor
roponents ma
opics by provi
he topic or top
is expected t
NESS-TO-BU
ntends to coo
es (“Business
ocal contracto
working with, o
roponent Tea
roponent Tea
abour pool an
usinesses.
MENTS ON T
ponent should
ons that the P
a Collaborativ
Agreement an
e Proponent m
mend this RFP
s provided by
epresentative
e Initial Draft
lied upon by a
g in the Collab
d acknowledg
scribed in this
pates holding
the RFP, the
Meetings. If th
rative Meeting
ay request tha
ding the requ
pics to be disc
that Collabora
USINESS NE
ordinate a ses
s-to-Busines
ors, suppliers,
or providing p
ams; and
ams to enhan
d services an
THE PROJEC
d review the I
Proponent wo
ve Meeting, th
d the Final D
may submit a
P so as to inc
Section 6.8, n
as part of the
Project Agree
a Proponent u
borative Meet
ges that the m
s RFP and ar
three or more
City will cons
he City consid
gs, the City m
at the City sc
uest in writing
cussed; and
ative Meetings
ETWORKING
ssion with Pro
ss Networkin
businesses a
roducts and s
ce their know
nd to build rela
CT AGREEM
Initial Draft Pr
ould like to see
hat is not inclu
raft Project A
an Enquiry req
clude such inf
no written or
e Collaborativ
ement and the
unless include
tings a Propo
meetings are
re in the intere
e Collaborativ
sult with each
ders it desirab
may, in its disc
hedule additio
to the Conta
s will be held
SESSION
oponent Team
ng Session”)
and potential
services to, th
wledge, under
ationships wit
ENT
roject Agreem
e clarified or a
Surrey
uded in this R
Agreement), th
questing the i
formation; and
oral commun
ve Meetings w
e Final Draft
ed in this RFP
onent confirm
an integral pa
ests of all par
ve Meetings w
h Proponent to
ble or necess
cretion, amen
onal Collabor
ct Person wit
in either Surr
ms and local c
to provide an
employees w
he Preferred P
rstanding and
th local contra
ment for the p
amended. Fo
y Biofuel ProceR
RFP (which inc
hen:
ssuance of a
d
nication by a C
will amend thi
Project Agree
P by way of w
s its agreeme
art of the Com
rties;
with each Pro
o confirm spe
sary to schedu
d the anticipa
rative Meeting
th proposed d
rey or Vancou
contractors, s
n opportunity
who might be
Proponent to
d awareness o
actors, suppli
urpose of ide
ollowing such
essing Facility PRequest for Pro
February 27P
cludes the Ini
n Addendum
City
is RFP (includ
ement) or ma
written Adden
ent with these
mpetitive Sele
oponent. Follo
ecific dates fo
ule additional
ated schedule
gs on specific
dates and det
uver, B.C.
suppliers and
for:
interested in
meet the
of local goods
ers and
entifying any is
review:
Project posals
7, 2014 Page 4
itial
to
ding
y be
dum.
e
ection
owing
r
or
e;
c
ails of
s,
ssues
th(a)
cl
co
at(b)
to
pr
P
de
th(c)
P
re
d
Prior to th
more revis
Project Ag
the Subm
basis for t
modificati
changes o
Please no
1. th
co
d
2. th
p
P
A
3. th
re
th
o
he City will inv
larifications o
ommercial, le
t least 5 Busin
o discuss the
rioritized list o
roponent Com
escribed in th
he City will co
roponents in
eceived, and w
iscretion.
he Submission
sed drafts of
greement. Th
ission Time fo
the preparatio
ons, changes
or additions p
ote the City i
hat the City w
ollects as “s
ays that the
hat the speci
rocessed is
rocess Equi
Amount as re
hat, without l
equirement t
he digester p
ther manner
vite Proponen
r amendment
egal, design a
ness Days in
Initial Draft P
of requested c
mments Form
his Section 2.3
nsider all com
the Collabora
will amend th
n Time for Te
the Project A
e City may fu
or Financial S
on of all Propo
s or additions
provided for in
intends to am
will be obliga
source separ
City Organic
ification for B
a specificati
pment, and i
ferred to in S
limiting othe
that 100% of
portion of the
r, such as co
nts as part of t
ts to the Initia
nd constructi
advance of e
roject Agreem
changes, if an
m attached as
3(b); and
mments and r
ative Meeting
e Initial Draft
chnical Subm
greement, inc
urther modify
Submissions.
osals, and Pr
to the Final D
n Section 8.2.
mend the Init
ated to delive
rated organic
c Waste is co
Biogas recov
on applicabl
is not to be i
Schedule 8 o
er requiremen
the Waste d
e Facility, an
mposting; a
the Collabora
al Draft Projec
on, and facilit
each Collabor
ment, each Pr
ny, to the Initi
Appendix E,
requested cla
s and may re
Project Agre
missions, the C
cluding one th
the Final Dra
The Final Dra
oponents sho
Draft Project A
tial Draft Pro
er all of its cu
cs” to the Fa
ollected from
very of 85 no
le to the des
nterpreted a
of the Initial D
nts of the Dr
elivered to th
d some port
nd
Surrey
ative Meeting
ct Agreement,
ty operationa
rative Meeting
roponent sho
al Draft Proje
together with
rifications or
espond to som
ement as the
City intends t
hat will be ide
ft Project Agr
aft Project Ag
ould not in the
Agreement ex
oject Agreem
urbside City
acility, and th
m homeowne
ormal cubic m
ign and man
as setting the
Draft Project
raft Project A
he Facility m
tion of the W
y Biofuel ProceR
process to d
, including wit
l matters;
g at which a P
ould provide th
ect Agreemen
h the agenda
amendments
me or all of the
e City may det
o issue by Ad
entified as the
reement by A
greement will
eir Proposal m
xcept for mod
ment to clarify
y Organic Wa
hat it will do s
ers;
meters per to
nner of opera
e Annual Tar
t Agreement
Agreement, it
must be proc
Waste may be
essing Facility PRequest for Pro
February 27P
iscuss possib
th respect to
Proponent wis
he City with a
nt using the
and issues lis
s received from
e comments
termine in its
ddendum one
e Final Draft
Addendum prio
be the comm
make any
difications,
y:
aste that it
so on the sa
onne of Was
ation of the
rget Biogas
;
t is not a
essed throug
e treated in s
Project posals
7, 2014 Page 5
ble
shes
a
st
m the
e or
or to
mon
ame
ste
gh
ome
4. th
o
as
2.5 DATA
The City h
has place
Informati
to Propon
out in this
completen
respect to
to the use
require Pr
confidenti
The Refer
attempt to
Data Roo
most curre
2.6 INTER
It is in the
Process w
According
financial r
th(a)
th
st
be
pr(b)
su
hat the City w
peration of t
s the City, in
A ROOM AND
has establishe
ed documents
on”) that the
nents. None o
s RFP. The C
ness of any o
o a specific do
e of any Refer
roponents to e
al.
rence Informa
o notify Propo
m frequently
ent, updated
RIM FINANC
interests of t
whether the P
gly, as part of
review as follo
he purpose of
he Affordabilit
teps so that th
e within the A
rior to the Sub
ubmit to the C
(1) a b
ref
will retain ow
the Facility a
n its sole disc
D REFERENC
ed a website
s and informat
City has iden
of the Referen
City does not m
of the Referen
ocument, and
rence Informa
execute an ag
ation may be
onents of all u
for updates a
information.
IAL REVIEW
the City and a
Project, as def
the Collabora
ows:
f the interim fi
ty Threshold,
he Competitiv
Affordability Th
bmission Tim
City (an “Inter
breakdown of
ference to the
wnership of a
nd will have
cretion, dete
CE INFORMA
to be used as
tion in the pos
ntified as relev
nce Informatio
make any rep
nce Informatio
each Propon
ation. The City
greement to k
supplemente
pdates, Prop
and to ensure
W SUBMISSIO
all Proponents
fined in this R
ative Meeting
nancial review
and to permit
ve Selection P
hreshold;
me for Interim
rim Financial
f preliminary c
e cost catego
all environme
the right to
ermines.
ATION
s an electroni
ssession of th
vant to the Pr
on is included
presentation a
on except as m
nent has the f
y will grant Pr
keep informat
ed or updated
onents are so
the Referenc
ON
s to identify a
RFP, is afforda
gs, Proponent
w is to give e
t the City and
Process can p
Financial Rev
l Review Sub
capital and op
ries specified
Surrey
ental benefit
sell or trade
ic data room (
he City (collec
roject and to t
as part of thi
as to the relev
may be expre
full responsib
roponents ac
tion contained
from time to
olely respons
ce Information
t an early sta
able within th
ts and the City
arly warning o
d the Propone
proceed with
view Submiss
bmission”):
perating cost
d in and by co
y Biofuel ProceR
ts resulting f
e such enviro
(the “Data Ro
ctively, “Refe
the Site, and
is RFP, excep
vance, accura
essly set out i
ility to form its
cess to the D
d in the Data
time. Althoug
ible for ensur
n used by the
age of the Com
e limits set ou
ty will conduct
of any difficul
ents to consid
confidence th
sions, each P
assumptions
ompleting App
essing Facility PRequest for Pro
February 27P
from the
onmental ben
oom”) in whic
rence
that may be u
pt as express
acy or
n this RFP w
s own judgme
Data Room an
Room
gh the City wi
ring they chec
e Proponents
mpetitive Sele
ut in Section 4
t an interim
lty in staying w
er and implem
hat Proposals
Proponent sho
s (nominal) by
pendix L;
Project posals
7, 2014 Page 6
nefits
ch it
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nd will
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ck the
is the
ection
4.
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ment
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not a com
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(3) its
Aff
ter
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inf
while not presc
xpecting it to
ufficient detai
ost headings
he City will ret
will invite each
ubmission, in
roponent dete
nless express
inancial Revie
onsider or eva
understands t
mmitment and
financing str
best estimat
ffordability Mo
rms; and
summary of th
formation as c
cribing the ex
be no more t
l to allow the
included) and
tain each of th
h Proponent, a
cluding any re
ermines that t
sly referred to
ew Submissio
aluate it as to
that the value
that all aspec
ucture;
e of the antic
odel as descri
he proposed
contemplated
xact form of th
han 10 pages
City to under
d financing st
he Interim Fin
as part of a C
ecommendat
the Project as
o or included b
on will not be
o adequacy, q
es indicated in
cts could cha
ipated Propos
ibed in Sectio
Financing Pla
d in Section 6
he Interim Fin
s in length an
rstand the Pro
ructure;
nancial Review
Collaborative M
ions for amen
s described w
by reference
considered p
quality, conten
n a Proponent
nge in the fin
Surrey
sal Net Prese
on 4.2 based
an containing
.5.1 of Appen
ancial Review
nd to include c
oponent’s cos
w Submission
Meeting, to di
ndment of the
will exceed the
in its Proposa
part of its Prop
nt or otherwis
t’s Interim Fin
al Proposal.
y Biofuel ProceR
ent Cost to the
upon its expe
g the high-leve
ndix B.
w Submission
cost and inpu
st base (with a
ns as strictly
iscuss any as
e Project requ
e Affordability
al, a Propone
posal and the
se.
nancial Revie
essing Facility PRequest for Pro
February 27P
e City using t
ected funding
el aspects of
n, the City is
t assumptions
at least all ma
confidential, a
spect of its
uirements if a
y Threshold; a
ent’s Interim
e City will not
w Submission
Project posals
7, 2014 Page 7
the
s in
ajor
and
and
n are
Surrey Biofuel Processing Facility Project Request for Proposals
February 27, 2014 Page 8
3 KEY PROJECT ELEMENTS
The Initial Draft Project Agreement will contain, among other things, the technical requirements and
specifications for the Project and commercial terms, including with respect to the design, construction,
partial financing, services, and end-of-term requirements, as well as the allocation of risks between
Project Co and the City.
Any description or overview of the Initial Draft Project Agreement or Final Draft Project Agreement in this
RFP is provided for convenience only and does not replace, supersede, supplement or alter the Initial
Draft Project Agreement or Final Draft Project Agreement. If there are any inconsistencies between the
terms of the Initial Draft Project Agreement or Final Draft Project Agreement and the description or
overview of those terms set out in this RFP, the terms of the Initial Draft Project Agreement or Final Draft
Project Agreement, as applicable, will prevail.
3.1 PROJECT SITE
The lands on which the Facility will be located are the “Site”. The City has identified a City-owned 6.6-
acre parcel of land at 9752 192nd Street, within the Port Kells Industrial Park in Surrey, British Columbia,
as the Site. Other than as described in the next paragraph, the City will not consider proposals to use a
site other than the Site.
The City also owns an adjacent 3.3-acre parcel of land at 9810 192nd Street, which is currently separated
from the 6.6-acre parcel by a private right-of-way leading to a regional waste transfer facility. The City will
consider proposals to expand the Site to approximately 10 acres by including both parcels. However, the
City’s preference is for the Facility to be located on the City’s 6.6-acre parcel.
Regarding the 3.3-acre parcel, the original sand and gravel was removed from much of the site.
Uncontrolled fill placement subsequently occurred, resulting in overlying fill materials that are highly
variable between locations and with depth. The fill includes organic soil and wood waste. Overall, large
variations in the fill material should be anticipated over short distances and it should be assumed that the
majority of the fill is loose. Proponents are responsible for all costs associated with utilizing the additional
3.3-acre parcel (such as environmental remediation and site services, as required).
Additional information on the site is provided in the Data Room as Reference Information, including the
following:
Detailed Site Investigation (2002)
Certificate of Compliance (2002)
Geotechnical Assessment (2004)
3.2 APPR
The City h
S(a)
T
In
E(b)
A
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ad
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pr
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City and r
be respon
maintenan
de(a)
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an
an
if (e)
pu
Wood Was
ROVALS AND
has obtained
ite Rezoning
he City has c
ndustrial to Co
nvironmental
A Certificate of
Ministry of Env
dditional regio
revious impa
rovided in the
Environme
Noise Impa
Odour Imp
Traffic Imp
Tree Reten
has initiated p
regional requi
nsible for obta
nce of the Fa
evelopment p
uilding permit
tility connectio
egional opera
nd a water qu
nd
Proponents a
ursuant to BC
ste Report (20
D PERMITTIN
the following
completed a p
omprehensive
Assessment
f Compliance
vironment in 2
onal, provinci
ct studies car
e Data Room
ental Assessm
act Study
pact Study
pact Study
ntion Report
preliminary dis
rements for t
aining all perm
cility, includin
permit from th
t from the City
ons and othe
ting permits f
uality permit (f
are proposing
C Organic Ma
011)
NG
rezoning and
property rezon
e Developme
t
was granted
2002 when th
al or federal e
rried out for th
as Reference
ment
scussions bot
he Project. In
mits and appro
ng the followin
he City;
y;
r matters from
from Metro Va
for waste wat
g onsite comp
tter Recycling
d environmen
ning of both th
nt, which is re
for both the 6
e Surrey tran
environmenta
he Project in s
e Information.
th internally a
n accordance
ovals required
ng:
m the City;
ancouver incl
ter discharge
posting of the
g Regulations
Surrey
tal certificates
he 6.6 acre an
equired to acc
6.6 acre and
nsfer station w
al assessmen
support of the
. These studie
and with Metro
with the Proje
d for the desi
uding an air q
to the Metro
residual was
s (Part 5, Divi
y Biofuel ProceR
s:
nd 3.3 acre p
commodate t
3.3 acre parc
was under dev
nts are require
e property rez
es include the
o Vancouver
ect Agreemen
ign, construct
quality permit
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ste for redistrib
sion 2, Sectio
essing Facility PRequest for Pro
February 27P
parcels from L
the Facility.
cels by the B.
velopment. N
ed for the Pro
zoning proces
e following:
with respect
nt, Project Co
tion, operation
t (for air emiss
anitary sewer
bution and/or
on 24 and 25
Project posals
7, 2014 Page 9
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rom the prope
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est by Propon
estions in rela
to obtain feed
nent meetings
erson. These
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rmitted to sch
ith the City’s
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ay be change
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pose a Facility
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a qualified pro
g, etc.), and o
erty rezoning
rements upon
se are summa
nce Informatio
nfidence mee
ents. The pur
ation to munic
dback on thei
s with the City
meetings wil
o obtain inform
hedule meetin
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tative. Each
maintain confid
ity be based
Response, or
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y having a cap
me that Proje
ding Schedule
pose a phased
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al and in the P
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n which future
arized in the d
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etings betwee
rpose of these
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y and/or Metro
l be held prio
mation they m
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of these mee
dentiality with
on and utilize
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pacity at Serv
ct Co is oblig
e 3.
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ment/ID/freesid
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en Proponents
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ional permittin
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with the City an
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must be mad
mission Time
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nt and Metro V
reated as Coll
s information.
ent’s Process
ed by the City
his RFP.
ncement that i
at the end of t
e Facility in wh
approved plan
to meet, at a
essing Facility PRequest for Pro
February 27Pa
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plans and
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ment
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ation of Propo
Vancouver. Al
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laborative
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in accordanc
is sufficient to
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hich the plann
n which would
minimum, the
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7, 2014 age 10
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approves
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any liabilit
3.5 DESIG
Project Co
the Projec
ob(a)
ex
ou
de(b)
th
fu(c)
al(d)
fu(e)
in
the City’s En
nting a phased
onent elects to
in its Proposa
plan and a co
n explanation
dditional capa
n explanation
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inancial Close
ance with App
e Operating P
able market co
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was subject du
Project Co’s
hat Project Co
ty for Project
GN AND CON
o will be resp
ct Agreement
btaining all pe
xcluding the a
ut in the Proje
esign and con
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ulfilling all des
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ulfilling all req
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titlement Volu
d construction
o phase the c
al:
ommitment to
n of how the P
acity as plann
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cility capacity
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uirements for
aste to the Fa
ume over the
n approach.
construction o
o construct th
Proponent will
ned and assur
ncremental o
y will be mana
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ct Co may wis
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ect Agreeme
al design revie
ncrease Facil
to process d
ent in respec
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l aspects of d
vel, Project C
pprovals nece
at are already
nt;
utilities and ot
struction oblig
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r Facility Cold
acility; and
Term. Propo
of the Facility d
e additional c
l ensure there
rances that th
operational co
aged given tha
sh to add unp
Project Co el
nt and will be
ew phase with
ity capacity o
uring the fina
ct of this exces
design and co
Co will be resp
essary for the
in place or w
ther Site serv
ations in acco
or the Facility,
d-Testing of th
Surrey
onents assum
during the Te
capacity;
e are sufficien
hese funds wi
osts associate
at payments f
lanned capac
ects to do so
e required to m
h no service i
over and abov
l year of the T
ss capacity in
onstruction of
ponsible for:
design and c
will be obtaine
vices, includin
ordance with
, including all
he equipment
y Biofuel ProceR
me all risks as
erm, it should
nt capital fund
ill be available
ed with the pla
from the City
city to the Fac
, it must subm
meet the sam
interruptions.
ve the City’s E
Term, the City
n the event of
the Facility in
construction o
ed by the City
ng off-Site wo
the Project A
design and c
t and process
essing Facility PRequest for Pro
February 27Pa
ssociated with
include the
ds to construc
e; and
anned increm
will be fixed a
cility in respon
mit a proposa
me requiremen
Even if the C
Entitlement
y will not assu
f Termination
n accordance
of the Facility,
as expressly
orks as require
Agreement;
construction;
ses prior to
Project posals
7, 2014 age 11
h
ct the
mental
at
nse
l to
nts to
City
ume
.
with
y set
ed for
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The seque
3.6 SERV
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F(a)
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ac(a)
co
re(b)
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en(c)
m(d)
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fa(e)
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Des
Commissioning
Commenceme
encing of key
VICES
o will be resp
acility Operat
acility Mainte
ect Co respon
ccepting and
omposition an
ecovering Bio
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nsuring that o
managing all fe
minimizing the
conomic or us
acilitating and
teC
sign and Constr
g the Facility,
ent.
y periods and
Figure
onsible for th
tions Services
nance Servic
sibilities inclu
processing a
nd/or volumes
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ent to the Fac
odour levels a
eedstock resi
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seful applicat
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CoFacility
Cold‐Tests
uction Period
Issue of FacilityCold‐Test Certificate
including bio
milestones fo
e 1: Key Proje
e operation a
s (see Appen
ces (see Appe
ude:
all City Organi
s;
ducing Biomet
cility;
are within acc
duals and pro
aterials dispo
tion in accord
ic tours of the
Issue Cof S
Comme
ommissioning
y
ological system
or the Project
ect Periods a
and maintenan
dix 4B of the
endix 4C of th
ic Waste, incl
thane for deli
ceptable param
ocess by-prod
osed of in land
ance with the
e Facility.
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Term
Operating Pe
Surrey
ms testing, to
t is summarize
and Mileston
nce of the Fa
Initial Draft P
he Initial Draft
luding manag
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meters as set
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o achieve Ser
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nes
acility over the
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t Project Agre
ging any seas
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t out in the Pr
stainable man
mizing their p
eement; and
essing Facility PRequest for Pro
February 27Pa
rvice
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e Term, includ
ment); and
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Issue HandbaCertific
Project posals
7, 2014 age 12
ding:
ty in
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either
of ackcate
Surrey Biofuel Processing Facility Project Request for Proposals
February 27, 2014 Page 13
3.7 CITY ORGANIC WASTE COMPOSITION
The City conducted a series of monthly composition audits of its curbside residential organic waste along
with quarterly moisture content analysis, which commenced in November 2012 and concluded in October
2013. Monthly composition reports, as well as a final report will be made available in the Data Room as
Reference Information during the RFP stage.
3.8 BIOMETHANE PRODUCTION, VALUE AND SALES
Proponents are required to provide in their Proposals an Annual Target Biomethane Amount representing
the annual amount of Biomethane, in Giga Joules, that they commit to producing in the Facility during
each year of the Term from all Waste processed. Annual Biomethane production, as measured by Fortis
BC’s infrastructure, equal to the Annual Target Biomethane Amounts included in a Proponent’s Proposal
will become an obligation of Project Co under the Project Agreement.
In accordance with the Project Agreement, including Schedule 8, if Project Co produces more than the
Annual Target Biomethane Amount in any one year, Project Co will receive a share of the value of the
excess amount of Biomethane produced. If Project Co produces less than the Annual Target Biomethane
Amount in any one year, Project Co will be required to compensate the City for the full value of the
shortfall.
The City will take the responsibility to sell or use 100 per cent the Biomethane produced at the Facility.
The Biomethane will need to meet the specifications as required by Fortis BC for acceptance into the
Fortis pipeline grid, so as to give the City the option of selling the Biomethane to Fortis. Project Co will be
responsible for ensuring that the Biomethane produced at the Facility meets the quality specifications set
out in the Project Agreement.
The City has determined the City’s Biomethane Value Assumption to reflect the expected average gross
value, on a per unit basis, of Biomethane sales to all purchasers, including the City, Fortis BC and/or
other third parties as the case may be. The City’s Biomethane Value Assumption should be applied to
each Proponents Annual Target Biomethane Amounts and reflected in each Proponent’s Affordability
Model.
The City will consider alternative proposals from Proponents in which Project Co assumes responsibility
for both the production and sale of a Biogas Product (an “Alternative Biogas Product Sales Proposal”).
If, in the City’s sole discretion, a Proponent’s Alternative Biogas Product Sales Proposal is in the best
interest of the City, including the extent to which it may offer a value greater than the City’s Biomethane
Value Assumption, and if the City accepts that Proponent’s Alternative Biogas Product Sales Proposal,
then that
Assumptio
Proponen
proposed
Biogas Pr
Biogas Pr
3.9 OPTIO
A Propone
For a Pro
cent or mo
arm’s-leng
deemed to
the requir
If a Propo
requested
de(a)
F
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a (b)
de(c)
ac
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se
Interest ra
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The City wfinance so
Proponent wi
on in its Affor
nts may, in ac
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roduct Sales P
roduct Sales P
ON FOR A C
ent may prop
ponent’s Prop
ore of total Pr
gth from Prop
o have subm
rements for a
onent submits
d in Appendix
etails of the C
under’s finan
ection 6.4.1 o
commitment
etails of the C
ccordance wi
etails of the P
et out in Sect
ate benchmar
e Finance Sol
e Rate Bench
ents of a Proje
rk.
will advise theolution.
ll substitute it
dability Mode
cordance with
Biogas Produc
Proposal and
Proposal Proc
CORPORATE
pose either pro
posal to cons
roject capital
ponent Team
itted a corpor
Corporate Fi
s a Corporate
B of this RFP
Corporate Fun
cial capacity t
of Appendix B
letter from th
Corporate Fin
th the require
Proponent’s c
ion 6.5.4 of A
rking will be m
ution will follo
hmark proces
ect Finance S
e Proponent o
ts Alternative
el.
h the process
ct Sales Prop
, without limit
cess set out i
FINANCE SO
oject or corpo
titute a projec
costs should
members. W
rate finance s
nance Solutio
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P, including:
nder’s financia
to provide fun
B;
he Corporate F
ance Solution
ements set ou
ontemplated
Appendix B.
made availabl
ow the Senior
s set out in S
Solution will n
on the change
Biogas Produ
s set out in Ap
osal(s) on or
ting any other
n Appendix O
OLUTION
orate financing
ct finance solu
be financed b
Where this thre
olution (“Corp
on set out in t
ution, the Pro
al information
nding, in acco
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n as they rela
ut in Section 6
security pack
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r Debt Base R
ection 5.2 of
ot be eligible
es required to
Surrey
uct Value for
ppendix O of t
before the Su
r provision of
O shall apply.
g.
ution (“Projec
by third party
eshold is not m
porate Finan
this RFP.
ponent shoul
n which demo
ordance with t
tantially in the
ate to the Prop
6.5.1(d) of Ap
kage in accord
nts at their el
Rate Benchm
this RFP. Pr
to use the Re
o the Project A
y Biofuel ProceR
the City’s Bio
this RFP, not
ubmission Tim
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ct Finance S
participating
met, the Prop
nce Solution”
d provide the
onstrates the C
the requireme
e form provide
ponent’s finan
ppendix B; and
dance with th
ection. Benc
ark and/or Sw
roponents tha
einvestment B
Agreement fo
essing Facility PRequest for Pro
February 27Pa
omethane Val
tify the City of
me for Alterna
e Alternative
olution”), 60
lenders actin
ponent will be
”) and should
e information
Corporate
ents set out in
ed in Append
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at do not meet
Base Rate
or a corporate
Project posals
7, 2014 age 14
lue
f any
ative
per
ng at
meet
n
ix N;
nts
a
or
t the
e
Surrey Biofuel Processing Facility Project Request for Proposals
February 27, 2014 Page 15
3.10 CONSTRUCTION MILESTONE PAYMENT
The City anticipates receiving a portion of funding for the Project from PPP Canada in the amount of 25
per cent of Eligible Costs, up to a maximum amount of $16.9 million in the form of a repayable
contribution of funds through the P3 Canada Fund in accordance with a financial agreement to be entered
into between the City and PPP Canada prior to Financial Close. As a financial contributor to the City in
respect of the Project, PPP Canada will provide support and guidance to the City from time to time.
Upon Project Co receiving a Certificate of Service Commencement, the City will make a lump sum
payment to Project Co equal to PPP Canada’s funding contribution, in accordance with the Project
Agreement, including Schedule 8. Project Co will be responsible for obtaining all other financing required
to complete the scope of work and fulfill its obligations under the Project Agreement.
3.11 PAYMENT AND PERFORMANCE
Upon the commencement of Commissioning of the Facility the City will make Commissioning Payments
reflecting a reduced City Tipping Fee at 80% of the proposed Band 1 City Tipping Fee for any City
Organic Waste delivered. Proponents are to indicate in their Proposals the tonnages of City Organic
Waste to be delivered to the Facility by the City each month during the Commissioning period.
Upon Service Commencement, the City will commence paying the Service Payments. Service Payments
to Project Co will be a function of three City Tipping Fees, each applicable to defined thresholds of City
Organic Waste tonnages delivered to the Facility during the Operating Period, as illustrated conceptually
in Figure 2 below and set out in Appendix 8A of the Project Agreement.
Surrey Biofuel Processing Facility Project Request for Proposals
February 27, 2014 Page 16
Figure 2: City Tipping Fee Band Concept
Proponents are to propose a unit fee per tonne of City Organic Waste corresponding to each of Band 1
(City’s Minimum Tonnage), Band 2 (City’s Waste Flow Forecast) and Band 3 (City’s Entitlement Volume)
tonnages delivered to the Facility during each full Contract Year where:
The Band 1 tipping fee will apply to all waste accepted by Project Co in a Contract Year up to and
including the Minimum Tonnage (guaranteed by the City whether delivered or not);
The Band 2 tipping fee will apply to all waste accepted by Project Co in a Contract Year in excess
of the Minimum Tonnage up to and including the City’s Waste Flow Forecast; and
The Band 3 tipping fee will apply to all waste accepted by Project Co in a Contract Year in excess
of the City’s Waste Flow Forecast up to and including the City’s Entitlement Volume.
In calculating their proposed City Tipping Fee rates, Proponents are encouraged to assume that they will
utilize some of the Facility’s capacity, if not required for processing City Organic Waste, to process ICI
Waste. Proponents are also encouraged to reflect in their Financial Models the annual revenue expected
to be generated from processing ICI Waste (Annual ICI Revenue Target) and/or any assumed annual
revenue from the sale of process by-products, including post-digestion materials (Annual Digestate
Revenue Target) to help reduce the City Tipping Fees proposed. These third party revenue assumptions,
if applicable, should be included in each Proponent’s Proposal.
The City will pay Project Co a Monthly Service Payment, calculated in advance, based on one twelfth of
the City Tipping Fees associated with the annual tonnage of City Organic Waste expected to be delivered
Service Commencement
End of Term
Band 1 City Tipping Fee [$/tonne]
Band 2 City Tipping Fee [$/tonne]
Band 3 City Tipping Fee [$/tonne]
Volume of Waste
(tonnes)
25 YEARS
Surrey Biofuel Processing Facility Project Request for Proposals
February 27, 2014 Page 17
to the Facility during the upcoming Contract Year. At the end of each Contract Year, the City and Project
Co will reconcile the estimated tonnage of City Organic Waste with the actual tonnage delivered,
recalculate the Annual Service Payment payable, make any required adjustments, and calculate an
Annual Reconciliation Payment that may be to the credit of either Project Co or the City.
If Project Co receives revenue from third parties which exceeds the sum of the Annual ICI Revenue
Target and the Annual Digestate Revenue Target for a given Contract Year (the Third Party Revenue
Threshold), the City will be entitled to a share of the gross revenue over and above the threshold, in
accordance with the Project Agreement, including Schedule 8. If Project Co receives less than the Third
Party Revenue Threshold in one year, it is entitled to carry forward the value of that shortfall to future
years, thus reducing the portion of revenues over and above the Third Party Revenue Threshold subject
to sharing with the City in one or more future years. Any third party revenue share, to which the City is
entitled in any Contract Year, will be an adjustment within the Annual Reconciliation Payment.
The Project Agreement also includes a performance regime in which Service Failures, which are not
rectified in accordance with the Project Agreement, may lead to Service Failure Deductions being applied
to Monthly Service Payments.
4 A
A key obje
Draft Proj
4.1 AFFO
The afford
to the net
th(a)
P
A
pl
th(b)
re
le
th(c)
ca
B
The Proje
exceeding
4.2 AFFO
The City h
Evaluatio
the Afford
Proposal
this RFP.
Proponen
inputs to t
The Afford
should be
the appro
AFFORDABIL
ective of the C
ect Agreeme
ORDABILITY
dability thresh
present value
he net presen
roposal, assu
Appendix 8A o
lus
he net presen
eceiving City O
ess
he net presen
alculated bas
iomethane Am
ect has been a
g the Affordab
ORDABILITY
has develope
on Model”) fo
dability Thresh
Net Present C
nts should inco
the Affordabil
dability and E
e populated an
priate outputs
LITY
Competitive S
nt without exc
THRESHOL
hold (the “Affo
e of a Propos
t value of the
uming the City
of the Final Dr
t value of the
Organic Wast
t value of a P
ed on the City
mounts as se
approved by t
bility Thresho
AND EVALU
d a combined
r the Propone
hold and their
Cost, for use
orporate the A
ity and Evalu
Evaluation Mo
nd run. The A
s from the Pro
Selection Proc
ceeding the P
D
ordability Th
sal (the “Prop
Monthly Bas
y delivers the
raft Project Ag
Commission
te during the
Proponent’s co
y’s Biometha
et out in the P
the City on th
ld.
UATION MOD
d affordability
ents to use to
r Weighted Pr
in the evalua
Affordability a
ation Model a
odel is availab
Affordability a
oponent’s Fin
cess is to enc
Project’s Affor
hreshold”) for
posal Net Pre
se Payments d
Band 2 tonn
greement;
ning Payments
Commissioni
ommitted Bio
ne Value Ass
roponent’s Pr
e assumption
DEL
and evaluatio
o calculate the
roposal Net P
tion and rank
and Evaluatio
are consistent
ble in the Data
and Evaluatio
nancial Model
Surrey
courage Prop
rdability Thres
r the Project i
esent Cost”),
during the Te
ages of City O
s based on th
ing period;
methane prod
sumption and
roposal.
n that the Proj
on model (the
eir Proposal N
Present Cost a
king of Propos
n Model into
t with the outp
a Room, and
n Model shou
. The City res
y Biofuel ProceR
posals that sat
shold.
s $, which i
calculated as
erm, based on
Organic Wast
he Proponent
duction during
the Propone
oject can be a
e “Affordabil
Net Present C
and Adjusted
sals described
their Financia
puts from the
includes instr
uld be comple
serves the rig
essing Facility PRequest for Pro
February 27Pa
tisfy the Final
s an identified
s follows:
n the Propone
te as listed in
t’s plan for
g the Term,
nt’s Annual T
chieved witho
ity and
Cost in relation
Weighted
d in Appendix
al Model such
e Financial Mo
ructions on ho
eted by linking
ght to recalcul
Project posals
7, 2014 age 18
l
d limit
ent’s
n
Target
out
n to
x A of
h that
odel.
ow it
g to
ate
Surrey Biofuel Processing Facility Project Request for Proposals
February 27, 2014 Page 19
or make such adjustments to the Affordability and Evaluation Model as may be required by the City in its
analysis.
Pursuant to Section 6.6 of this RFP a Proponent may request information on any aspect of the
Affordability and Evaluation Model so as to permit the Proponent to fully understand the Affordability and
Evaluation Model makeup and operation. If a Proponent discovers any error in the Affordability and
Evaluation Model the Proponent should immediately notify the Contract Person. In no event will a
Proponent be entitled to make a Claim on the basis of the operation or application of the Affordability and
Evaluation Model.
5 P
5.1 PROP
Proposals
only subm
5.2 INTER
Benchma
Senior Cr
between F
(a) S
be
T
S
C
S(b)
C
T
F
ra
R(c)
ou
T
F
pr
Benchma
Facility th
Adjustme
Financial
The Reinv
the Propo
Such rein
ROPOSAL R
POSAL FORM
s should be in
mit one Techn
REST RATE
rks are availa
redit Facility p
Financial Sub
enior Debt Ba
enchmark bo
his Benchma
ubmission an
Close.
wapped Seni
CAD basis swa
his Benchma
inancial Subm
ate at Financi
Reinvestment
utlined in (a)
his Benchma
inancial Subm
roduct base r
rks (excluding
at is designat
nt Credit Fac
Submission.
vestment Bas
onent’s Financ
vestment pro
REQUIREMEN
M AND CONT
n the form and
nical Submiss
BENCHMAR
able (the “Ben
pricing (includ
bmission and
ase Rate Ben
nds.
rk is used to
nd to establish
ior Debt Base
ap yields.
rk is used to
mission and to
al Close.
Base Rate Be
and (b) above
rk is used to
mission and to
rate at Financ
g the Reinves
ted by a Prop
ility. Any Sen
se Rate Benc
cial Model an
oduct must be
NTS
TENT
d include the
ion and, if inv
RKS
nchmarks”), a
ing reinvestm
Financial Clo
nchmark: esta
establish the
h the calculat
e Rate Bench
establish the
o establish th
enchmark: es
e depending o
establish the
o establish th
cial Close.
stment Base R
ponent during
ior Credit Fac
hmark may b
d that is asso
e designated b
content desc
vited to do so,
at the Propon
ment products
ose. Benchma
ablished by re
Senior Debt
ion for determ
mark: establis
Senior Debt
e calculation
stablished by
on the nature
reinvestment
e calculation
Rate Benchm
the Advance
cility not so de
e applied to a
ociated with a
by the Propon
Surrey
ribed in Appe
, one Financia
nent’s option,
associated w
arks are:
eference to Go
base rate for
mining the rele
shed by refer
swapped bas
for determini
reference to
e of the reinve
t product bas
for determini
mark) may be
e Interest Rate
esignated will
any reinvestm
ny portion of
nent during th
y Biofuel ProceR
endix B. Each
al Submission
to adjust com
with a Senior
overnment of
the Propone
evant base ra
rence to CAD
se rate for the
ng the releva
either of the a
estment produ
e rate for the
ng the releva
applied to an
e Submission
l not be adjus
ment product t
the Senior C
he Advance In
essing Facility PRequest for Pro
February 27Pa
h Proponent m
n.
mponents of it
Credit Facility
f Canada
nt’s Financial
ate at Financi
D swap yields
e Proponent’s
ant swapped b
approaches
uct.
Proponent’s
ant reinvestme
ny Senior Cre
n process as a
sted following
that is include
redit Facilities
nterest Rate
Project posals
7, 2014 age 20
may
ts
y
l
al
and
s
base
ent
dit
an
the
ed in
s.
Surrey Biofuel Processing Facility Project Request for Proposals
February 27, 2014 Page 21
Submission process as an Adjustment Credit Facility. Any reinvestment product not so designated will
not be adjusted following the Financial Submission.
5.3 ADVANCE INTEREST RATE SUBMISSIONS
There are three advance interest rate submissions (“Advance Interest Rate Submission” or “AIRS”) to
determine the method for calculating the Benchmarks and their values: Initial AIRS, Interim AIRS and
Final AIRS. Details and submission requirements relating to each of these AIRS are contained in
Appendix K.
5.3.1 Senior Debt Base Rate Fluctuation Risk (including reinvestment products)
If a Proponent submits all of an Initial AIRS, an Interim AIRS and a Final AIRS with respect to base rates
in accordance with the provisions of this RFP, and the City has advised the Proponent that such AIRS are
acceptable to the City, then subject to the provision of this RFP the City will assume the risk of any
changes in base rates (both up and down) affecting the relevant Adjustment Credit Facilities only, in
respect of the period commencing from and including the date the City provides the information with
respect to the Final AIRS (as contemplated in the section titled “Information to be Provided by the City” in
Appendix K) up to and including the date of Financial Close.
5.3.2 Interest Rate Assumptions in the Financial Submission Financial Model
If a Proponent submits all three of an Initial AIRS, an Interim AIRS and a Final AIRS with respect to base
rates in accordance with the provisions of this RFP, and the City has advised the Proponent that all three
such AIRS are acceptable to the City, then subject to the provision of this RFP the Proponent is to use
the base rate agreed during the Final AIRS process for the relevant Adjustment Credit Facilities in its
Financial Model submitted as part of its Financial Submission.
5.3.3 Dry Runs
If the Preferred Proponent is a Proponent that submitted an Initial AIRS, an Interim AIRS and a Final
AIRS in accordance with the provisions of this RFP, and the City has advised the Proponent that such
AIRS were acceptable to the City, then prior to Financial Close the Preferred Proponent will undertake
several “dry runs” with the City so that the parties are familiar with, and agree on, the technical process
for determining the base rates and incorporating the results into the Financial Model to be included in
Schedule 15 of the Project Agreement.
6 S
6.1 PROP
With resp
T(a)
S
S
(S
A(b)
S
w
F(c)
S
S
6.2 NUMB
For its Te
numbered
flash drive
“Request
For its Fin
numbered
flash drive
UBMISSION
POSAL SUBM
ect to the del
echnical Sub
ubmission Lo
ubmission sh
Submission R
Advance Inter
ubmission, th
with the provis
inancial Sub
ubmission Lo
ubmission sh
(1) a c
(2) on
N
co
Cl
(3) the
Fin
(4) the
(5) an
BER OF COP
chnical Subm
d 1 through 7;
e in PDF form
for Proposals
nancial Subm
d 1 through 4;
e in PDF form
INSTRUCTIO
MISSION TIM
ivery of Propo
bmission: Pr
ocation by the
hould be made
Requirements
rest Rate Su
he Proponent
ions of this R
bmission: Pro
ocation by the
hould be made
completed Pr
ne or more co
where a Corp
onfirmation of
ose;
e Proposal Re
nancial Subm
e completed P
n independent
PIES
mission, a Pro
; plus one unb
mat, with a lab
s for Surrey B
ission, a Prop
; plus one unb
mat, with a lab
ONS
MES AND SU
osals:
roponents mu
e Submission
e up of the Pr
for Technica
bmission: If
must submit
RFP, including
oponents mus
e Submission
e up of the fo
roposal Decla
ommitment let
porate Financ
the Credit Sp
equirements
mission) of Ap
Pricing Forms
t Financial Mo
ponent shoul
bound copy m
bel describing
Biofuel Proces
ponent should
bound copy m
bel describing
BMISSION L
ust submit the
Time for Tec
roposal Requ
l Submission)
a Proponent
the Advance
g Appendix B.
st submit the
Time for Fina
llowing:
aration Form i
tters, substan
ce Solution is
pread that will
described in S
pendix B;
s as describe
odel audit, for
d submit eigh
marked as “M
its contents)
ssing Facility
d submit five (
marked as “M
its contents)
Surrey
LOCATION
e technical po
chnical Submi
uirements des
) of Appendix
intends to su
Interest Rate
.
financial port
ancial Submis
n the form att
ntially in the fo
proposed), w
l be applicabl
Section 4 (Su
d in Appendix
r the benefit o
ht (8) hard co
aster”) and o
appropriately
Project.”
(5) hard copie
aster”) and o
appropriately
y Biofuel ProceR
rtion of the P
issions. The T
scribed in Sec
x B.
bmit an Adva
e Submission
tion of the Pro
ssions. The F
tached as Ap
orm of Append
which should i
le to such fac
ubmission Re
x B; and
of, and relianc
pies (seven b
ne electronic
y packaged a
es (four boun
ne electronic
y packaged a
essing Facility PRequest for Pro
February 27Pa
roposal to the
Technical
ction 2
ance Interest
in accordanc
oposal to the
Financial
ppendix C;
dix G (or App
include
cility until Fina
equirements fo
ce by, the City
bound copies
copy (CD or
and clearly ma
nd copies
copy (CD or
and clearly ma
Project posals
7, 2014 age 22
e
Rate
ce
pendix
ancial
or
y.
USB
arked
USB
arked
“Request
should be
6.3 NO FA
Proposals
related su
6.4 LANG
Proposals
6.5 RECE
Proponen
responsib
6.6 ENQU
Proponen
M) at an e
fo
D
fo
be
All Enquir
following w
an(a)
E(b)
a (c)
cl
be
be
w
an(d)
C
for Proposals
e submitted in
AX OR EMAI
s submitted by
ubmission item
GUAGE OF P
s should be in
EIPT OF COM
nts are respon
bility for any P
UIRIES
nts are encour
early date to p
or Enquiries o
Days before th
or Enquiries o
efore the Sub
ries regarding
will apply to a
ny responses
nquiries to, a
Proponent m
learly marking
e commercial
e distributed t
withdraw the E
ny Enquiry an
City in its discr
s for Surrey B
Microsoft Ex
IL SUBMISSI
y fax or email
ms which can
PROPOSALS
n English. Any
MPLETE RFP
nsible to ensu
Proponent lack
raged to subm
permit consid
of a technical
he Submission
of a financial n
bmission Time
g any aspect o
any Enquiry:
s will be in wri
nd responses
may request th
g the Enquiry
lly sensitive; a
to all Propone
Enquiry rather
nd the respon
retion conside
Biofuel Proces
xcel 2003 or 2
ION
l will not be a
be submitted
S
y portion of a
P
ure that they h
king any porti
mit enquiries (
eration by the
nature: prior t
n Time for Te
nature: prior to
e for Financia
of this RFP sh
iting;
s from, the Co
hat an Enquiry
“Commercia
and if the City
ent, then, sub
r than receive
nse may, in th
ers the matter
ssing Facility
2007 (CD or U
ccepted, exce
d by email.
Proposal not
have received
ion of this RF
(“Enquiries”)
e City:
to 16:00 Paci
echnical Subm
o 16:00 Pacif
al Submission
hould be direc
ontact Person
y and the res
l-in-Confidenc
y decides that
bject to Sectio
e a response;
he City’s discr
r to be a matt
Surrey
Project,” exce
USB flash driv
ept for the Ini
t in English m
d the complete
FP.
) using the En
ific Time on th
missions; and
fic Time on th
ns.
cted to the Co
n will be recor
ponse to an E
ce” if the Prop
t an Enquiry o
on 6.6(d), the
retion, be dist
ter of substan
y Biofuel ProceR
ept the Finan
ve only).
tial, Interim a
may not be eva
e RFP. The C
nquiry Reques
he day that is
he day that is
ontact Person
rded;
Enquiry be ke
ponent consid
or the respon
City will perm
tributed to all
nce or a matte
essing Facility PRequest for Pro
February 27Pa
cial Model wh
and Final AIRS
aluated.
City accepts n
st Form (App
s 10 Business
5 Business D
n by email, an
ept confidentia
ders the Enqu
se or both sh
mit the enquire
Proponents,
er that should
Project posals
7, 2014 age 23
hich
S-
no
endix
s
Days
nd the
al by
uiry to
hould
er to
if the
be
br
of
re
th(e)
Informatio
be inaccu
6.7 ELEC
Proponen
communic
The follow
of docume
permitted
th(a)
al(b)
P
in
6.8 ADDE
The City m
by issuing
and no ot
provided b
authorized
is authoriz
rought to the
f, the Compet
esponse confi
he City may, i
on offered from
rate, and sho
CTRONIC CO
nts should onl
cation, includ
wing provision
ents to the Co
by the terms
he City does n
(1) for
Pa
en
ca
(2) if a
Pa
thi
ll permitted em
erson will be
ndicated on th
ENDA
may, in its sol
g a written Ad
her form of co
by Section 6.6
d to amend o
zed to amend
attention of a
titive Selectio
idential if in th
n its discretio
m sources oth
ould not be re
OMMUNICATI
y communica
ing telephone
ns will apply to
ontact Person
of this RFP:
not assume a
r ensuring tha
artnerships BC
ngaged in rece
annot be rece
a permitted em
artnerships BC
is RFP; and
mail commun
deemed as h
he Contact Pe
le and absolu
dendum. Wri
ommunication
6, will be inclu
r clarify this R
d or clarify this
all Proponents
on Process. T
he judgment o
on, decline to
her than the C
lied on in any
ION
ate with the C
e or fax, are d
o any email c
n by email wh
ny risk or res
at any electro
C is in good w
eiving other tr
ived; or
mail commun
C, or received
nications with,
having been r
erson’s electro
ute discretion
tten Addenda
n whether wri
uded in, or in
RFP by issuin
s RFP. The C
s for purposes
he City may k
of the City it is
respond to an
Contact Perso
y way, by any
ontact Person
discouraged.
communicatio
here such ema
ponsibility or
nic email sys
working order
ransmissions
nication or del
d in less than
, or delivery o
eceived by th
onic equipme
through the C
a are the only
tten or oral, in
any way ame
g an Addend
City will provid
Surrey
s of fairness i
keep either or
s fair or appro
n Enquiry.
on with regard
y person for an
n by email. O
ns with the C
ail communic
liability whats
tem being op
r, able to rece
s such that a P
livery is not re
its entirety, w
of documents
he Contact Pe
ent.
Contact Perso
y means of am
ncluding writt
end, this RFP
um. No other
de a copy of a
y Biofuel ProceR
in, or maintain
r both the Enq
opriate to do s
d to this RFP
ny purpose.
Other methods
Contact Perso
cations or deli
soever to any
perated for the
eive transmiss
Proponent’s t
eceived by th
within any tim
by email to, t
erson on the d
on, amend thi
mending or cla
ten responses
P. Only the Co
r employee or
all Addenda to
essing Facility PRequest for Pro
February 27Pa
ning the integ
quiry and
so; and
is not official
s of
n, or the deliv
veries are
y Proponent:
e City or
sions, or not
transmission
e City or
me limit specifi
the Contact
dates and tim
is RFP at any
arifying this R
s to Enquiries
ontact Person
r agent of the
o all Proponen
Project posals
7, 2014 age 24
grity
l, may
very
ied by
mes
y time
RFP,
s as
n is
City
nts.
6.9 INTEL
G(a)
S
ha
S
P
lic
E(b)
T
R
av
an
ne
ot
rig
6
6.10 D
If there is
computer
the City p
6.11 A
A Propone
LLECTUAL P
Grant of Licens
ubject to Sec
ave:
(1) gra
an
rec
(co
Pr
(2) wa
the
ubject to the
roponent, Pro
censee or ass
xceptions to
he license gra
Rights to non-s
vailable. By s
nd will continu
ecessary righ
therwise disc
ght to grant a
.9(a).
DEFINITIVE R
any inconsist
readable form
revails.
AMENDMENT
ent may:
PROPERTY R
se
ction 6.9(b), by
anted to the C
nd all of the in
commendatio
ollectively, the
roposal, or tha
aived or obtai
e City.
terms of the P
oponents will
signee of the
License
anted under S
specialized th
submitting a P
ue to own or
hts to all Third
losed by the P
a license of su
RECORD
tency betwee
m, the electro
TS TO OR WI
RIGHTS
y submitting a
City a royalty-
nformation, ide
ons, suggestio
e “Intellectua
at are otherw
ned a waiver
Project Agree
not be respo
City of any In
Section 6.9(a
hird-party tech
Proposal, each
have at the S
d Party Intelle
Proponent to
uch Third Part
en the paper f
onic conforme
THDRAWAL
a Proposal, e
-free license w
eas, concepts
ons and other
al Property R
ise disclosed
of all moral r
ement entered
nsible or liabl
ntellectual Pro
) does not ex
hnology and s
h Proponent r
Submission Ti
ctual Property
the City and,
ty Intellectual
form of a docu
ed version of t
LS OF PROPO
Surrey
each Propone
without restric
s, products, a
r intellectual p
Rights”) conta
by the Propo
rights contain
d into betwee
le for any use
operty Rights
xtend to Third
software that
represents to
ime for Techn
y Rights cont
, subject to th
l Property Rig
ument and th
the documen
OSALS
y Biofuel ProceR
ent will, and w
ction to use fo
alternatives, p
property or tra
ained in the P
onent to the C
ed in the Pro
en the City an
e by the City o
contained in
Party Intellec
are generally
o the City that
nical Submiss
tained in its P
he foregoing e
ghts in accord
e digital, elec
t in the custod
essing Facility PRequest for Pro
February 27Pa
will be deemed
or this Project
processes,
ade secrets
Proponent’s
City; and
posal in favou
d the Preferre
or any sub-
a Proposal.
ctual Property
y commerciall
t it owns or ha
sions, all
Proposal or
exceptions, ha
dance with Se
ctronic or othe
dy and contro
Project posals
7, 2014 age 25
d to
t any
ur of
ed
y
ly
as,
as the
ection
er
ol of
am(a)
am
S
am(b)
am
S
A Propone
Submitted
City at the
Oral or em
6.12 C
If for any
Proponen
control of
all of the P
applicatio
the chang
exercising
that is not
th(a)
w
th(b)
ch
P
P
re
The City’s
6.13 C
If for any
included i
any propr
mend any asp
mendments, t
ubmissions; a
mend any asp
mendments, t
ubmissions.
ent may not a
d Proposals m
e Submission
mailed or faxe
CHANGES TO
reason a Pro
nt Team after
a member of
Proponent an
n to the City f
ge. The City, i
g its discretion
t unfair to the
he City may re
would, in the C
he City may, i
hanges as ma
roponent Tea
roponent Tea
elationship in
s approval ma
CHANGES TO
reason a Pro
n its Respons
rietary elemen
pect of its Tec
to the Submis
and/or
pect of its Fin
to the Submis
amend any as
may be withdr
Location prio
ed amendmen
O PROPONEN
ponent wishe
it was shortlis
f the Propone
nd its Propone
for approval,
n its discretio
n the City will
other Propon
efuse to perm
City’s judgmen
n the exercise
ay be request
am member, o
am members,
place of the P
ay include suc
O PROCESS
ponent wishe
se to the RFQ
nts of such Pr
chnical Subm
ssion Locatio
nancial Submi
ssion Locatio
spect of its Pr
rawn in writing
or to, but not a
nts or withdra
NT TEAMS
es or requires
sted under the
ent Team, or t
ent Team mem
including sup
on, may grant
consider the
nents. For cla
mit a change to
nt, result in a
e of its discre
ted arising fro
or changes to
such as the
Proponent Te
ch terms and
TECHNOLOG
es or requires
Q, or there is a
rocess Techn
mission by del
n prior to the
ission by deliv
n prior to the
roposal excep
g, provided su
after, the Sub
awals will not
to add, remo
e RFQ, or the
here is a cha
mbers, then t
pporting inform
or refuse an
objective of a
arity:
o the membe
weaker team
etion, permit a
om changes in
o the legal rela
creation of a
eam originally
conditions as
GY
to change th
a material cha
ology, then th
Surrey
ivering written
Submission T
vering written
Submission T
pt as set out a
uch written w
bmission Time
be considere
ove or otherw
ere is a mater
nge to the leg
the Proponen
mation that m
application u
achieving a C
ership of a Pro
m than was ori
any changes t
n ownership o
ationship amo
new joint ven
y shortlisted.
s the City may
e Process Te
ange in rights
he Proponent
y Biofuel ProceR
n notice, or w
Time for Tech
n notice, or wr
Time for Fina
above.
withdrawal is re
e for Financia
d or accepted
ise change a
rial change in
gal relationsh
nt must submi
ay assist the
under this Sec
Competitive S
oponent Team
iginally shortl
to a Proponen
or control of a
ong the Propo
nture or other
y consider ap
echnology tha
s or ability to o
t must submit
essing Facility PRequest for Pro
February 27Pa
written
hnical
ritten
ancial
eceived by th
al Submission
d.
member of it
n ownership o
hip among any
t a written
City in evalua
ction, and in
Selection Proc
m if the chang
isted; or
nt Team, inclu
a Proponent o
onent and/or
r legal entity o
ppropriate.
at the Propone
obtain the rig
t a written
Project posals
7, 2014 age 26
he
ns.
ts
r
y or
ating
cess
ge
uding
or a
or
ent
hts to
applicatio
the chang
exercising
that is not
Process T
City’s judg
shortlisted
The City’s
6.14 V
By submit
its(a)
in
irr
90
V
af(b)
m
th
P
va
ar
A Propone
6.15 M
A Propone
Proponen
a change
n to the City f
ge. The City,
g its discretion
t unfair to the
Technology th
gment, result
d.
s approval ma
VALIDITY OF
tting a Propos
s Proposal, in
nterest rates a
revocable fro
0th Business D
Validity Perio
fter the expiry
margins) in its
he City of any
roponent has
alid, but that d
re required so
(1) are
(2) co
an
(3) co
inp
ent may indic
MATERIAL CH
ent will give im
nt after the Su
to the Propon
for approval,
in its discretio
n the City will
other Propon
hat the Propo
in a Process
ay include suc
PROPOSAL
sal, each Pro
ncluding all pr
and credit ma
m the Submis
Day following
d”); and
y of the Propo
Proposal ma
y proposed ad
s used its bes
despite such
olely as a dire
e external to
ould not have
ny of its Propo
onstitute a ma
put costs that
cate in its Pro
HANGE AFTE
mmediate wri
ubmission Tim
nent’s financi
including sup
on, may gran
consider the
nents. For cla
nent included
Technology t
ch terms and
S
ponent agree
rices and inpu
rgins in accor
ssion Time fo
g the Submiss
osal Validity P
y not be adju
djustment and
t efforts to co
best efforts, t
ect result of o
the Proponen
been prevent
onent Team m
aterial adverse
t are subject t
posal a Propo
ER SUBMISS
itten notice to
me for Financi
al capability.
pporting inform
t or refuse an
objective of a
arity the City m
d in its Respo
that is weake
conditions as
es that:
ut costs (with
rdance with th
or Financial Su
sion Time for
Period, all pric
sted unless th
d demonstrate
ontinue to mai
the specified
ne or more ev
nt and the Pro
ted by, and a
members; and
e change to th
to the adjustm
osal Validity P
SION TIME F
o the City of a
al Submissio
Surrey
mation that m
n application u
achieving a C
may refuse to
nse to the RF
er than the Pro
s the City may
the exception
he terms of th
ubmissions u
Financial Sub
ces and input
he Proponent
es to the satis
intain the pric
adjustments t
vents that:
oponent Team
re beyond the
d
he conditions
ment.
Period that ex
FOR FINANCI
ny material c
ns, including
y Biofuel ProceR
ay assist the
under this Se
Competitive S
o permit a cha
FQ if the chan
ocess Techno
y consider ap
n of permitted
his RFP), will
until midnight
bmissions (th
costs (excep
t provides no
sfaction of the
ces and input
to the prices
m members;
e control of, t
s underlying th
xceeds 90 Bu
IAL SUBMIS
hange that oc
a change to
essing Facility PRequest for Pro
February 27Pa
City in evalua
ction, and in
Selection Proc
ange to the
nge would, in
ology original
ppropriate.
d adjustments
remain fixed
at the end of
e “Proposal
pt senior debt
tice in writing
e City that the
costs firm an
and input cos
he Proponent
he prices and
usiness Days.
SIONS
ccurs to a
its membersh
Project posals
7, 2014 age 27
ating
cess
the
ly
s to
and
the
g to
e
nd
sts
t and
d
hip or
6.16 A
The Perfo
instances
equipmen
City wishe
basis may
City’s obje
A Propone
the Perfor
equivalen
in meeting
additional
The City m
re(a)
re(b)
no(c)
pr(d)
The provis
respect to
brought to
If the City
“Commerc
acceptabl
the accep
A.
Unless the
the use of
that the C
The City w
the Propo
ACCEPTABLE
ormance Spec
specifically r
nt, and system
es to provide
y, in accordan
ectives.
ent may subm
rmance Spec
t, the propose
g the City’s ob
supporting m
may, in its dis
espond to ind
espond to ind
ot respond to
rovide any oth
sions of Sect
o withdrawal o
o the attention
responds to
cial in Confide
e, a Propone
ptable equival
e City respon
f a proposed
City may not in
will be under
onent or to an
E EQUIVALE
cifications are
equired elem
ms that the Ci
some flexibili
nce with the p
mit an Enquiry
ifications that
ed equivalent
bjectives, and
materials.
scretion:
icate that the
icate that the
the Enquiry;
her response
ion 6.6 relatin
of an Enquiry,
n of all Propo
a “Commerci
ence”, regard
nt may make
ent will not in
nds to indicate
equivalent wi
nvite the Prop
no obligation
y other Propo
ENTS
e intended to
ents of desig
ty considers a
ty for Propon
process below
y marked “Co
t contain the e
t that it consid
d supporting m
proposed eq
City does no
or
in accordanc
ng to “Comme
, or the City’s
nents.
al in Confiden
ding a propose
e its Technica
and of itself
e that a propo
ll not substan
ponent to prov
to provide the
onent.
generally be
n and constru
are important
ents to propo
w, be conside
ommercial in C
element for w
ders will be eq
materials. Th
quivalent is ac
ot consider the
ce with Sectio
ercial in Confi
determinatio
nce” Enquiry,
ed equivalent
l Submission
be a failure to
osed equivale
ntially meet th
vide a Financ
e indication o
Surrey
performance-
uction, such a
t to meet the C
ose equivalen
red by the Cit
Confidence” t
which the Prop
qual to or bet
he City may, in
cceptable;
e proposed e
on 6.6.
idence” Enqu
on if there is a
, or responds
t to indicate th
on the basis
o meet the re
ent is accepta
he requiremen
cial Submissio
of acceptabilit
y Biofuel ProceR
-based, but in
as products, m
City’s objectiv
nt elements th
ty in its discre
that identifies
ponent wishes
tter than the s
n its discretio
quivalent to b
iries will appl
a matter which
to any Enqui
hat the propo
of the respon
quirements s
ble, a Propon
nts set out in
on.
ty of the propo
essing Facility PRequest for Pro
February 27Pa
nclude in som
materials,
ves. Howeve
hat on an over
etion to meet
the section(s
s to propose
specified elem
on, request
be acceptable
y, including w
h should be
iry that is not
osed equivale
nse, and the u
et out in Appe
nent is at risk
Appendix A a
osed equivale
Project posals
7, 2014 age 28
me
er, the
rall
the
s) in
an
ment
e;
with
nt is
use of
endix
that
and
ent to
Surrey Biofuel Processing Facility Project Request for Proposals
February 27, 2014 Page 29
Despite any indication by the City of the acceptability of an equivalent, Project Co remains responsible for
fulfilling all of its obligations and responsibilities under the Project Agreement.
Following selection of the Preferred Proponent, the Project Agreement will, in accordance with Section
8.2, be amended to include all acceptable equivalent(s) used by that Preferred Proponent, or negotiated
by the City and the Preferred Proponent, whether or not proposed by any other Proponent.
7 E
7.1 MAND
The City h
th(a)
T
if (b)
be
7.2 EVAL
The evalu
City (the “
decide it r
Partnersh
7.3 EVAL
The Evalu
Committe
disqualifie
The Evalu
time and f
of a Propo
Submissio
informatio
does not f
requireme
deems ap
w(a)
fa
P
in(b)
do
VALUATION
DATORY RE
has determine
he Technical S
ime for Techn
invited to sub
efore the Sub
LUATION CO
uation of Prop
“Evaluation C
requires, inclu
hips BC.
LUATION OF
uation Comm
ee will not eva
ed, in accorda
uation Comm
from time to t
osal, including
on or the Fina
on, contains d
for any reaso
ents of this RF
ppropriate and
waive any such
ailure to satisf
roponent Tea
ndependently
ocumentation
N
QUIREMENT
ed that the fol
Submission m
nical Submiss
bmit such, the
bmission Time
OMMITTEE
posals will be
Committee”)
uding technica
PROPOSAL
ittee will evalu
aluate a Propo
ance with this
ittee may, in i
ime, in conne
g if the Evalua
ancial Submis
defects, altera
n whatsoever
FP at any tim
d in the intere
h defect, amb
fy, and any re
am;
consider, inv
n whether or n
TS
llowing are th
must be receiv
sions; and
e Financial Su
e for Financia
carried out by
with assistan
al, financial, le
LS
uate Proposa
osal if it has b
RFP.
its sole discre
ection with the
ation Commit
ssion, or any p
ations, qualific
r satisfy the E
e, or for any o
ests of the City
biguity, alterat
esulting ineligi
vestigate, rese
not contained
he Mandatory
ved at the Su
ubmission mu
al Submission
y a committee
nce from othe
egal and othe
als in the man
been rejected
etion, take any
e review and
ttee considers
part of a Prop
cations, omiss
Evaluation Co
other reason
y and this RF
tion, qualifica
ibility on the p
earch, analyz
in any Propo
Surrey
Requiremen
bmission Loc
ust be receive
ns.
e of one or m
r persons as
er advisors or
nner set out in
, or if the app
y one or more
evaluation, in
s that any Pro
posal, require
sions, inaccur
ommittee that
the Evaluatio
FP, or either o
ation, omission
part of the Pro
e, request or
osal;
y Biofuel ProceR
ts:
cation before
ed at the Subm
more persons a
the Evaluatio
r employees o
n Appendix A.
plicable Propo
e of the follow
ncluding ranki
oposal, includ
es clarification
racies or miss
the Proposal
on Committee
of them:
n, inaccuracy
oponent, or a
verify any inf
essing Facility PRequest for Pro
February 27Pa
the Submissi
mission Loca
appointed by
on Committee
of the City or
. The Evaluat
onent has bee
wing steps, at
ing, of any as
ding the Tech
n or more com
statements, o
l meets any
e in its discret
y, misstateme
any member o
formation or
Project posals
7, 2014 age 30
ion
tion
the
e may
tion
en
t any
spect
nical
mplete
or
ion
ent or
of the
re(c)
qu
pr
C
co(d)
P
pa
d
co
co
P
co(e)
co(f)
no(g)
T
se(h)
or
T
Without lim
further co
Committe
m(a)
co(b)
th
m
co(c)
co(d)
m
To enable
Committe
person, in
same step
equest intervie
uestions or co
rocess, with s
Committee, inc
onduct refere
roposal and a
art of their Pr
irectors/office
onsiders nece
onsider any re
roposals;
onduct any ot
onduct credit,
ot proceed to
echnical Sub
eek clarificatio
r documentat
echnical Sub
miting the fore
nsultation wit
ee is:
materially inco
ontains omiss
he Final Draft
material to, the
ontains any fa
ontains any fa
member.
e the Evaluati
ee may enter i
ncluding any P
ps, or to ente
ews or presen
onsiderations
such interview
cluding the tim
nce checks re
any other per
oposals) to ve
ers and Key In
essary in the
elevant inform
ther reference
, criminal reco
review and e
mission or Fin
on or invite m
tion from any
mission or Fin
egoing or App
th the Propon
mplete or irre
sions, excepti
Project Agre
e City;
alse or mislea
alse statemen
on Committee
into separate
Proponent. Th
r into the sam
ntations with
s based on the
ws or presenta
me, location, l
elevant to the
sons (includin
erify any and
ndividuals, an
course of the
mation from s
e checks (incl
ord, litigation,
evaluate, or d
nancial Subm
more complete
Proponent or
nancial Subm
pendix A, the
ent), reject an
egular;
ions or variati
ement, other
ading stateme
nts, criminal a
e to take any
and confiden
he Evaluation
me or any com
any, all or no
e information
ations conduc
length and ag
e Project with
ng persons ot
all informatio
nd to conduct
e Competitive
uch reference
luding source
bankruptcy,
iscontinue the
mission, and d
e, supplemen
r in connectio
mission or any
Evaluation C
ny Proposal w
ions (includin
than as provi
ent, claims or
affiliations or a
one or more
ntial communi
n Committee h
mmunications
Surrey
one of the Pro
included in P
cted in the dis
genda for suc
any or all of t
ther than thos
on regarding a
any backgrou
Selection Pro
es and other
es internal to t
taxpayer info
e evaluation o
disqualify the
tary, replacem
on with any Pr
y part of their
Committee ma
which in the o
g any modific
ided for in Se
information,
activities by a
of the above
ications of an
has no obliga
in respect of
y Biofuel ProceR
oponents to cl
Proposals dur
scretion of the
ch interviews o
the reference
se listed by P
a Proponent,
und investiga
ocess, and re
persons in th
the City);
ormation and o
of any Propos
Proponent fro
ment or addit
roposal, inclu
component p
ay, in its discr
opinion of the
cations, chang
ection 8.2) not
or
a Proponent o
-listed steps,
ny kind whatso
ation whatsoe
f all Proponen
essing Facility PRequest for Pro
February 27Pa
arify any
ring the evalu
e Evaluation
or presentatio
es cited in a
Proponents in
inclusive of it
ations that it
ely on and
e evaluation o
other checks;
sals, including
om this RFP;
ional informat
ding with any
packages.
retion (and wi
Evaluation
ges or additio
t acceptable t
or Proponent T
the Evaluatio
oever, with an
ver to take th
nts and Propo
Project posals
7, 2014 age 31
ation
ons;
any
ts
of
;
g any
and
tion
y
ithout
ons to
to, or
Team
on
ny
he
osals,
Surrey Biofuel Processing Facility Project Request for Proposals
February 27, 2014 Page 32
or in respect of any Proponent, including the Proponent whose Proposal is the subject of the review or
evaluation, as the case may be.
The review and evaluation, including the ranking, of any Proposal may rely on, take into account and
include any information and documentation, including any clarification, more complete, supplementary
and additional or replacement information or documentation, including information and documentation
obtained through any of the above-listed investigations, research, analyzes, checks, and verifications.
Proponents may not submit any clarifications, information or documentation in respect of the Technical
Submission after the Submission Time for Technical Submissions and in respect of the Financial
Submission after the Submission Time for Financial Submissions, without the prior written approval of the
Evaluation Committee or without an invitation or request by the Evaluation Committee.
If any information, including information as to experience or capacity, contained in a Proposal is not
verified to the Evaluation Committee’s satisfaction, the Evaluation Committee may, in its discretion, not
consider such cited experience, capacity or other information.
The Evaluation Committee is not bound by industry custom or practice in taking any of the steps listed
above, in exercising any of its discretions, in formulating its opinions and considerations, exercising its
discretions in making any decisions and determinations, or in discharging its functions under or in
connection with this RFP, or in connection with any Proponent, Proposal, or any part of any Proposal,
including any Technical Submission or Financial Submission.
As part of the evaluation of a Technical Submission, the Evaluation Committee may identify that the
Evaluation Committee is not satisfied that the Technical Submission meets one or more requirements of
the Final Draft Project Agreement. The Evaluation Committee may, but is not required to, reject that
Proposal in accordance with the terms of this RFP. If the Evaluation Committee does not exercise its
discretion to reject the Proposal, the Evaluation Committee may provide to the Proponent a list of the
items that the Evaluation Committee is not satisfied meet the requirements of the Final Draft Project
Agreement. The Proponent will, if selected as Preferred Proponent, be required to comply with the
requirements of the Final Draft Project Agreement, including by rectifying any non-compliances (material
or otherwise) in its Proposal. By submitting its Financial Submission, a Proponent that has received such
a list will be deemed to have agreed to comply with the requirements of the Final Draft Project
Agreement, including by rectifying any non-compliances (material or otherwise) in its Proposal.
The Evaluation Committee is not responsible for identifying all areas in which a Technical Submission
does not meet the requirements of the Final Draft Project Agreement. Irrespective of whether the City has
identified or has failed to identify any such areas (including whether the Evaluation Committee has
provided a list or not), a Proponent is not relieved in any way from meeting the requirements of this RFP,
Surrey Biofuel Processing Facility Project Request for Proposals
February 27, 2014 Page 33
and if selected as Preferred Proponent will not be relieved from meeting all requirements of the Final
Draft Project Agreement, including by rectifying any non-compliances (material or otherwise) in its
Proposal.
The City will, subject to the provisions of this RFP, invite each Proponent that has delivered a Technical
Submission that has not been rejected to submit a Financial Submission.
8 S
8.1 SELE
If the City
Proponen
Preferred
provided d
If for any
Proponen
manner th
te(a)
P
in(b)
co
Any final a
final exec
8.2 FINAL
The City a
an(a)
C
A
on(b)
be
ch
ELECTION O
ECTION AND
selects a Pre
nt to enter into
Proponent’s
during the eva
reason the C
nt, then the Ci
hat the City m
erminating the
roject in som
nviting one of
ompleting the
approvals req
ution or comm
L DRAFT PR
anticipates tha
ny issues with
Collaborative M
Agreement; an
nce issued, th
e executed by
hanges, modi
(1) re
Pr
Ag
(2) to
be
dis
OF PREFERR
AWARD
eferred Propo
o final discuss
Proposal, inc
aluation of Pr
ity determines
ty may termin
may decide, in
e Competitive
e other mann
the other Pro
e Project.
quired by the
mencement o
ROJECT AGR
at:
h respect to th
Meetings and
nd
he Final Draft
y the Preferre
ifications and
lating to the d
roposal are to
greement or o
those provisi
eing subject to
scretion requi
RED PROPON
onent in accor
sions to settle
cluding any cl
roposals.
s that it is unl
nate the discu
consideratio
e Selection Pr
ner, including
oponents to en
City, such as
of the Project A
REEMENT
he Initial Draf
fully conside
t Project Agre
ed Proponent
additions:
determination
o be incorpora
otherwise purs
ons or parts o
o completion
ire completion
NENT AND A
rdance with A
e all terms of t
arifications th
ikely to reach
ussions with t
n of its own b
rocess entirely
using other c
nter into discu
from City Co
Agreement.
ft Project Agre
ered prior to is
eement will no
without furth
by the City, i
ated by refere
suant to expr
of the Final D
or finalization
n or finalizatio
Surrey
AWARD
Appendix A, th
the Project Ag
hat the Prefer
h final agreem
the Preferred
best interests,
y and procee
contractors; o
ussions to rea
ouncil, will be
eement will b
ssuance of th
ot be further s
er substantiv
in its discretio
ence or otherw
ress provision
Draft Project A
n, or which the
on, including p
y Biofuel ProceR
he City will inv
greement, ba
rred Proponen
ment with the
Proponent an
, including:
eding with som
r
ach final agre
conditions pr
be discussed d
e Final Draft
substantively
e amendmen
on, of which p
wise, into the
ns of the Proje
Agreement tha
e City determ
provisions tha
essing Facility PRequest for Pro
February 27Pa
vite the Prefe
ased on the
nt may have
Preferred
nd proceed in
me or all of the
eement for
recedent to th
during the
Project
modified and
nt, except for
parts, if any, o
Project
ect Agreemen
at are indicate
mines in its
at require:
Project posals
7, 2014 age 34
erred
n any
e
he
d will
of the
nt;
ed as
The City a
and to the
Upon Fina
delivered
submitted
8.3 PREF
Subject to
th(a)
or
D
th(b)
P
th
8.4 RETU
Subject to
Proponen
i.
ii.
(3) req
Dr
co
(4) tha
bin
(5) tha
(6) tha
(7) tha
also reserves
e Preferred Pr
ancial Close,
pursuant to it
d in respect of
FERRED PRO
o the terms of
he City will inv
r before the d
Days after noti
he Preferred P
referred Prop
he date and ti
URN OF SEC
o Section 8.5,
nt:
modification
formation (e
and
modification
accurately t
subcontrac
quired by the
raft Project Ag
ontemplated in
at are necess
nding agreem
at enhance cl
at reflect acce
at may be req
the right in it
roponent’s Pr
the Project A
t, supersede
f Project Co.
OPONENT SE
f this RFP:
vite the Prefer
date and time
ification of the
Proponent’s e
ponent deliver
me specified
URITY DEPO
the City will r
n or the inser
e.g., corporat
n or the inser
the nature of
tors (including
City to comp
greement, inc
n or required
sary to create
ment;
larity in legal
eptable equiv
quired as a co
s discretion to
roposal.
Agreement, an
(except as ex
ECURITY DE
rred Propone
specified by
e appointmen
eligibility to re
ring the Prefe
by the City.
OSIT
return the Pre
rtion or additio
te, partnership
rtion or additio
the Proponen
g each of the
plete, based o
cluding chang
under the ter
or provide fo
drafting;
valents in acco
onsequence o
o negotiate ch
nd the instrum
xpressly incor
EPOSIT
nt to deliver t
the City, such
nt of the Prefe
main the Pref
erred Propone
eferred Propo
Surrey
on of informat
p or trust stru
on of informat
nt’s relationsh
e project contr
on the Propos
ges, modificat
rms of the Fin
or a legally co
ordance with
of Changed F
hanges to the
ments and doc
rporated there
the Preferred
h date not to
erred Propone
ferred Propon
ent Security D
onent Security
y Biofuel ProceR
tion relating to
ucture) and fu
tion in order t
hips with its p
ractors);
sal, any provis
tions and add
nal Draft Proje
omplete, enfor
Section 6.16
Funding Arran
e Final Draft P
cuments to be
ein) the RFP a
Proponent S
be earlier tha
ent; and
nent is condit
Deposit to the
y Deposit to t
essing Facility PRequest for Pro
February 27Pa
o the Propone
nding structu
to reflect
principal
sion of the Fin
itions
ect Agreemen
rceable and
; or
ngements.
Project Agree
e executed an
and the Prop
Security Depos
an 5 Business
tional upon th
e City on or be
he Preferred
Project posals
7, 2014 age 35
ent’s
re;
nal
nt;
ement
nd
osal
sit on
s
e
efore
w(a)
P
w(b)
8.5 RETE
Notwithsta
discretion
City’s own
th(a)
th
af(b)
un
within 10 Busin
roponent, if:
(1) the
int
me
(2) the
ag
the
iii.
iv.
within 10 Busin
ENTION OF S
anding any re
, draw on, ret
n use as liquid
he Proponent
he Participatio
fter receipt of
(1) the
the
Se
(2) Fin
pa
nless:
(3) an
rea
Pr
ness Days aft
e City exercis
to the Project
ember of the
e City fails, w
greement sub
e City in acco
the failure o
Draft Projec
any extens
City to nego
Section 8.2
ness Days aft
SECURITY DE
eceipt by the C
tain and apply
dated damag
or any Propo
on Agreement
f written notice
e Preferred P
e form of the
ection 8.2; or
nancial Close
arties may agr
ny such failure
asonably prev
roponent; and
ter receipt by
ses its right un
Agreement f
Preferred Pro
within the Prop
stantially in th
ordance with S
of the Preferre
ct Agreement
ions to the Pr
otiate change
2; or
ter Financial C
EPOSIT
City of the no
y the proceed
es, if:
onent Team m
t; or
e from the Cit
Proponent fails
Final Draft Pr
e fails to occu
ree) of receip
e was the res
vented by, or
d
the City of no
nder Section
for reasons un
oponent’s Pro
posal Validity
he form of the
Section 8.2, p
ed Proponent
t; or
roposal Validi
es to the Fina
Close with su
otice described
ds of the Prefe
member is in m
ty:
s to execute a
roject Agreem
r within 20 Bu
t of such noti
ult of a signifi
was beyond
Surrey
otice of dema
10.1 to termin
nrelated to th
oponent Team
Period, to ex
e Final Draft P
provided that
t to satisfy an
ity Period aris
l Draft Projec
uch Preferred
d in Section 8
erred Propon
material brea
and deliver an
ment finalized
usiness Days
ce from the C
icant event w
the reasonab
y Biofuel ProceR
and from the P
nate this RFP
e Preferred P
m; or
xecute and de
Project Agree
such failure is
ny conditions
sing from any
ct Agreement
Proponent.
8.4, the City m
nent Security D
ch of any term
n agreement
by the City in
s (or such long
City,
which could no
ble control of,
essing Facility PRequest for Pro
February 27Pa
Preferred
P prior to ente
Proponent or a
eliver an
ement finalize
s not the resu
set out in the
y agreement b
pursuant to
may, in its
Deposit for th
m of this RFP
substantially
n accordance
ger period as
ot have been
the Preferred
Project posals
7, 2014 age 36
ering
any
d by
ult of:
Final
by the
he
P or
in
e with
the
d
8.6 COMM
Between s
communic
City fully a
in Base R
8.7 CHAN
Without lim
the Propo
Proponen
City may o
any altern
parties ma
8.8 PART
Upon exe
each unsu
co(a)
re(b)
su(c)
T
ha(d)
ac
pr(e)
(4) the
tha
im
Ag
wa
MUNICATION
selection as P
cate regularly
apprised on a
Rates.
NGED FUND
miting the Cit
osal Net Prese
nt to seek alte
obtain additio
native funding
ay negotiate t
TIAL COMPE
ecution of the
uccessful Pro
omplied with t
eceived an inv
ubmitted a Pr
hreshold;
as not withdra
ccordance wi
rovides to the
(1) the
inc
e Preferred P
at the occurre
mpossible for t
greement for a
as in force an
N REGARDIN
Preferred Pro
y with the City
any credit mar
ING ARRANG
y’s rights und
ent Cost exce
ernative fundin
onal or other f
g arrangemen
the Changed
ENSATION FO
Project Agree
oponent that:
the Mandator
vitation to sub
roposal with a
awn from the
th the terms o
e City written
e disclaimers
cluding Sectio
Proponent dem
ence of such s
the Preferred
a continuous
d effect.
NG PROGRE
oponent and F
y with respect
rket issues or
GEMENTS
der this RFP,
eeds the Affor
ng arrangeme
funding; or the
ts (collectivel
Funding Arra
OR PARTICIP
ement, the Ci
ry Requireme
bmit a Financ
a Proposal Ne
Competitive
of this RFP; a
acknowledgm
, limitations a
on 10.13; and
monstrates to
significant ev
Proponent to
period of 125
ESS TO FINA
Financial Clos
to progress t
r other circum
if at any time
rdability Thres
ents, subject t
e City and the
y, the “Chang
angements an
PATION IN T
ty will pay $2
ents;
cial Submissio
et Present Co
Selection Pro
and
ment of:
and waivers o
d
Surrey
o the City’s sa
vent would ma
o perform its o
5 Business Da
ANCIAL CLOS
se, the Prefer
towards Finan
mstances that
after selectio
shold, the Cit
to the review
e Preferred P
ged Funding
nd any related
THIS RFP
200,000 (inclu
on;
ost that does n
ocess or been
f liability and
y Biofuel ProceR
atisfaction, act
aterially frustr
obligations un
ays as if the P
SE
rred Proponen
ncial Close an
could lead to
on of the Prefe
ty may reques
and approva
Proponent may
g Arrangeme
d matter.
usive of any ta
not exceed th
n disqualified
claims conta
essing Facility PRequest for Pro
February 27Pa
ting reasonab
rate or render
nder the Proje
Project Agree
nt must
nd also keep
o material cha
ferred Propon
st the Preferre
l of the City; o
y together se
ents”), and the
axes payable)
he Affordabilit
by the City in
ined in this R
Project posals
7, 2014 age 37
bly,
r it
ect
ement
the
anges
nent
ed
or the
ek
e
) to
ty
n
RFP,
If the City
Project Ag
(to the ext
$2(f)
th(g)
P
provided t
Proponen
to be entit
In determ
considere
Rights an
offer to pa
to paymen
may inclu
and being
City grant
8.9 DEBR
The City w
Financial
(2) the
pu
exercises its
greement with
tent applicabl
200,000 (inclu
he substantiat
roposal,
that if the City
nt must have d
tled to receive
ining whether
ed the potentia
d the waiver o
ay up to $200
nt under this S
de the City re
g satisfied with
ting license rig
RIEFS
will, following
Close, condu
e grant of Inte
ursuant to Sec
right under S
h a Proponen
le) set out in (
usive of any t
ted out-of-poc
y exercises su
delivered the
e any such pa
r to make ava
al value of ob
of moral right
,000 (inclusiv
Section 8.8 o
eviewing the I
h the value of
ghts to the Ci
Financial Clo
uct a debriefin
ellectual Prop
ction 6.9.
Section 10.1 t
nt, the City wil
(a) – (d) abov
taxes payable
cket costs rea
uch rights afte
Preferred Pro
ayment.
ailable the par
btaining the lic
ts pursuant to
ve of any taxe
on conditions e
ntellectual Pr
f such rights a
ty. Such arra
ose, upon req
ng for that Pro
perty Rights to
to terminate th
l pay to each
ve the lesser o
e); and
asonably incu
er the selectio
oponent Secu
rtial compens
cense to the C
o Section 6.9.
es payable) to
established b
roperty Rights
and the Propo
ngements wil
uest from a P
oponent.
Surrey
o the City and
he RFP proce
Proponent th
of:
urred by the P
on of a Prefer
urity Deposit i
sation describ
City of rights t
Accordingly,
o a Proponent
by the City in i
s (such as for
onent enterin
ll not be gove
Proponent wit
y Biofuel ProceR
d waiver of mo
ess prior to en
hat satisfies th
Proponent in p
rred Propone
in accordance
bed in this Sec
to the Intellec
the City may
t that is not ot
its discretion.
r a Proposal t
g into an agre
erned by this R
thin 40 Busine
essing Facility PRequest for Pro
February 27Pa
oral rights
ntering into th
he requireme
preparing its
nt, the Prefer
e with Section
ction 8.8, the
ctual Property
y in its discret
therwise entit
The conditio
that was retur
eement with t
RFP.
ess Days of
Project posals
7, 2014 age 38
he
ents
rred
n 8.3
City
y
ion
tled
ons
rned)
the
9 C
9.1 RESE
The City r
or an unfa
whether re
continue a
required b
9.2 RELA
Each Prop
they may
City with r
interest or
by(a)
at(b)
P
At the tim
demonstra
eliminate
Proponen
measures
considera
9.3 USE O
The City m
such cond
the Propo
to(a)
C
as(b)
P
CONFLICT OF
ERVATION O
reserves the r
air advantage
eal, perceived
and impose s
by the City.
ATIONSHIP D
ponent, includ
have with the
respect to the
r an unfair ad
y submission
t any time dur
erson prompt
e of such disc
ate that appro
the actual, pe
nt will provide
s as the City o
ation of the dis
OR INCLUSI
may, in its dis
ditions as the
onent is a Res
o advise or oth
Competitive Se
s a Proponen
roponent Tea
F INTEREST
OF RIGHTS TO
right to disqua
e (including ac
d, existing no
such condition
DISCLOSURE
ding each me
e City, any Re
e Project or an
vantage:
of completed
ring the Comp
tly after becom
closure, the P
opriate measu
erceived or po
such addition
or the COI Ad
sclosed relatio
ON OF REST
scretion, disqu
City may con
stricted Party,
herwise assis
election Proce
nt Team mem
am member.
AND RELAT
O DISQUALI
alify any Prop
ccess to any c
ow or likely to
ns as the City
E
ember of the P
estricted Party
ny other matte
d Relationship
petitive Selec
ming aware o
Proponent wil
ures have bee
otential conflic
nal informatio
djudicator may
onship and p
TRICTED PA
ualify a Propo
nsider to be in
, or if the Prop
st the Propone
ess; or
ber or as an e
TIONSHIP DIS
FY
ponent that in
confidential in
arise in the fu
may conside
Proponent Te
y, or any othe
er that gives r
p Disclosure F
ction Process
of any such re
l include suffi
en, or will be,
ct of interest o
on and docum
y require in its
roposed mea
RTIES
onent, or may
n the public in
ponent uses a
ent respecting
employee, ad
Surrey
SCLOSURE
the City’s op
nformation no
uture, or may
er to be in the
eam, should fu
er person prov
rise, or might
Forms with its
by written no
elationship.
cient informa
, implemented
or unfair adva
mentation and
s discretion in
asures.
y permit a Pro
nterest or othe
a Restricted P
g the Propon
dvisor or cons
y Biofuel ProceR
pinion has a co
ot available to
y permit the P
e public intere
ully disclose a
viding advice
t give rise, to
s Proposal; a
otice addresse
ation and docu
d to mitigate,
antage, as ap
implement su
n connection w
oponent to con
erwise require
Party:
ent’s participa
sultant to the
essing Facility PRequest for Pro
February 27Pa
onflict of inter
all Proponen
roponent to
st or otherwis
all relationship
or services to
a conflict of
nd
ed to the Con
umentation to
minimize or
pplicable. The
uch additiona
with the City’s
ntinue and im
ed by the City
ation in the
Proponent or
Project posals
7, 2014 age 39
rest
nts),
se
ps
o the
ntact
o
e
al
s
mpose
y, if
r a
Each Prop
uses or se
Restricted
9.4 REST
9.4.1 C
At this RF
following
H(a)
S(b)
P(c)
T(d)
D(e)
T(f)
fa
This is no
added to,
Addendum
9.4.2 C
E(a)
Ernst & Y
between A
Partnersh
discussion
to the City
developm
case.
Subseque
Pricewate
remains th
the City w
ponent is resp
eeks advice o
d Party in the
TRICTED PAR
Current Restric
FP stage, and
persons as R
HDR Corporat
ingleton Urqu
ricewaterhou
rent Berry, Re
Dentons Cana
he City, Partn
all within the d
ot an exhausti
or deleted fro
m.
Consultant with
rnst & Young
oung was ret
August 2011
hips BC to ass
ns with PPP C
y with respect
ment of the val
ent to Ernst &
erhouseCoope
he City's Fina
with respect to
ponsible to en
or assistance
Proponent Te
RTIES
cted Parties
without limiti
Restricted Par
ion (Technica
uhart (Fairnes
seCoopers L
eshape Infras
da LLP (Lega
nerships BC a
definition of R
ve list of Res
om, the list du
h Prior Projec
g
ained by the
and May 201
sist in the dev
Canada to se
t to the Projec
lue for money
& Young's reta
ers as the Fin
ancial Advisor
o the Project.
nsure that ne
in relation to
eam.
ng the definit
rties:
al Advisor);
ss Advisor);
LP (Financial
structure Stra
al Advisor); an
and PPP Can
Restricted Par
tricted Parties
uring any stag
ct Involvemen
City to provid
2. During tha
velopment of t
ecure PPP Ca
ct included de
y analysis and
ainer to the Ci
nancial Adviso
r to the Projec
ither the Prop
the Project fr
tion of Restric
l Advisor);
tegies Ltd (G
nd
nada, includin
ty.
s. Additional p
ge of the Com
nt
de financial co
at period Erns
the business
anada funding
evelopment o
d assisting in
ity on the Pro
or to the City
ct and Ernst &
Surrey
ponent nor an
rom any Rest
cted Parties, t
Gas Marketing
g their former
persons, firm
mpetitive Sele
onsulting serv
t & Young wo
case for the
g for the Proje
f financial mo
drafting certa
oject the City r
for the Projec
& Young has
y Biofuel ProceR
ny Proponent
tricted Party, o
the City has id
g Advisor)
r and current
s or organiza
ection Process
vices relating
orked with the
Project and to
ect. Ernst & Y
odels, assista
ain aspects of
retained
ct. Pricewate
provided no f
essing Facility PRequest for Pro
February 27Pa
Team memb
or includes an
dentified the
employees w
ations may be
s through an
to the Project
e City and
o assist in the
Young's servic
nce in the
f the business
erhouseCoope
further service
Project posals
7, 2014 age 40
er
ny
who
t
e
ces
s
ers
es to
Ernst & Y
Proponen
implemen
Selection
The Relat
Ernst & Y
Ernst & Y
N
pr
E
T
re
co
re
On the ba
member.
G(b)
Golder As
the Projec
feasibility
business
Golder’s s
design for
oung has req
nt or Proponen
nted to mainta
Process.
tionship Revie
oung's partici
oung represe
No member of
rovide service
rnst & Young
All informa
with respe
an Ernst &
and
No person
information
Proponent
im Philpotts h
etainer to the
onfirmation, a
espect to the
asis of the abo
Golder Associa
ssociates (“Go
ct between Au
study and wo
case for the P
services to the
r use with the
quested that th
nt team mem
ain fairness fo
ew Committee
ipation as adv
ent that it will
f Ernst & Youn
es to a Propo
g will impleme
ation, in writte
ct to the Proje
& Young team
who provide
n to a membe
t or Proponen
held a senior
City, but his a
available to an
Project other
ove Ernst & Y
ates Ltd.
older”) was re
ugust 2011 an
orked with the
Project. Gold
e City with re
business cas
he City conse
ber with resp
or all intereste
e has reviewe
visor to a Pro
implement the
ng that provid
nent, other th
ent a confiden
en or electron
ect will be se
m providing s
d services to
er of an Ernst
nt Team mem
position with
actual involve
ny interested
than is availa
Young is avail
etained by the
nd May 2012
e City and Pa
der also assist
spect to the P
se and assist
ent to Ernst &
ect to the Pro
ed parties with
ed the applica
ponent or Pro
e following:
ded services t
han Tim Philp
ntiality screen
nic form, relate
eparate and s
services to a
the City with
& Young tea
ber.
Ernst & Youn
ement was lim
party, confirm
able in the pu
able as an ad
e City to prov
. During that
rtnerships BC
ted in discuss
Project also in
ing in drafting
Surrey
& Young being
oject on the b
h respect to th
ation by Ernst
oponent team
to the City wit
potts, as discu
within its offi
ed to Ernst &
secure and no
Proponent o
respect to th
am member p
ng towards th
mited. Tim Ph
ming that he h
ublic domain.
dvisor to a Pr
vide technical
period Golde
C to assist in t
sions to secur
ncluded deve
g certain aspe
y Biofuel ProceR
g permitted to
asis that prot
he Project’s C
t & Young an
m member on
th respect to t
ussed below;
ce such that:
& Young's serv
ot available to
or Proponent
e Project will
roviding servi
e end of Erns
ilpotts will pro
has no actual
roponent or P
advisory serv
er conducted
the developm
re funding for
lopment of an
ects of the bu
essing Facility PRequest for Pro
February 27Pa
o assist a
tocols will be
Competitive
d consents to
the condition
the Project w
vices to the C
o the member
team membe
disclose any
ices to a
st & Young's
ovide written
knowledge w
roponent team
vices relating
a project
ment of the
r the Project.
n initial indica
siness case.
Project posals
7, 2014 age 41
o
n that
will
City
rs of
er;
such
with
m
g to
ative
Surrey Biofuel Processing Facility Project Request for Proposals
February 27, 2014 Page 42
Subsequent to Golder’s retainer to the City on the Project the City retained HDR Corporation as ‘Owner’s
Engineer’ to the City for the Project. HDR Corporation remains the City’s Owner Engineer on the Project
and Golder has provided no further services to the City with respect to the Project.
Golder has requested that the City consent to Golder being permitted to assist a Proponent or member of
its Proponent Team with respect to the Project on the basis that protocols will be implemented to maintain
fairness for all interested parties with respect to the Project’s Competitive Selection Process.
The Relationship Review Committee has reviewed the application by Golder and consents to Golder’s
participation as advisor to a Proponent or a member of its Proponent Team on the condition that Golder
represents that it will implement the following:
No Golder employee, representative or consultant that provided any services to the City with
respect to the Project will provide services to a Proponent;
Golder will implement a confidentiality screen within all of its applicable offices such that:
All information, in written or electronic form, related to Golder’s services to the City with
respect to the Project will be separate and secure and not available to the members of a
Golder team providing services to a Proponent or a member of its Proponent Team; and
No person who provided services to the City with respect to the Project will disclose any
Project information to a member of a Golder team providing services to a Proponent or a
member of its Proponent Team.
On the basis of the above Golder Associates is available as an advisor to a Proponent or a member of its
Proponent Team.
9.5 CONFLICT OF INTEREST ADJUDICATOR
The City has appointed a Conflict of Interest Adjudicator (the “COI Adjudicator”) to provide decisions on
conflicts of interest, unfair advantage or exclusivity issues, including whether any person is a Restricted
Party. The City may, at its discretion, refer matters to the COI Adjudicator.
9.6 REQUEST FOR ADVANCE DECISION
A Proponent or a prospective member or advisor of a Proponent who has any concerns regarding
whether a current or prospective employee, advisor or member of that Proponent is, or may be, a
Restricted Party, or has a concern about any conflict or unfair advantage it may have, is encouraged to
request an advance decision by submitting to the Contact Person, not less than 10 Business Days prior to
the Submission Time for Technical Submissions, by email, the following information:
na(a)
re
a (b)
un
a (c)
co
co(d)
The City m
Adjudicato
the COI A
If a Propo
Addendum
9.7 THE C
The City m
COI Adjud
Restricted
Adjudicato
COI Adjud
Party so t
The onus
establish
applicatio
9.8 DECI
The decis
requesting
The City o
time to tim
The City m
Proponen
ames and con
equested;
description o
nfair advanta
description o
onflict of inter
opies of any r
may make an
or. If the City
Adjudicator.
onent or prosp
m or in subse
CITY MAY RE
may also inde
dicator, where
d Party. The C
or with releva
dicator, the C
hat it may ma
is on the Pro
any condition
n under Sect
SIONS FINA
sion of the Cit
g the ruling a
or the COI Ad
me, including
may provide a
nts if the City,
ntact informat
of the relations
ge;
of the steps ta
rest or unfair a
relevant docu
advance dec
refers the req
pective team m
equent Compe
EQUEST AD
ependently ma
e the City iden
City will, if it s
ant information
ity will give no
ake its own re
oponent to cle
ns for continue
ion 9.6.
L AND BIND
y or the COI A
nd all other p
djudicator, as
any circumsta
any decision b
in its discretio
tion of the Pro
ship that raise
aken to date, a
advantage, in
umentation.
cision or may
quest to the C
member or ad
etitive Selectio
VANCE DEC
ake advance
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n in its posse
otice to the P
esponse to the
ear any potent
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ING
Adjudicator, a
arties includin
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ances in whic
by the City or
on, determine
oponent and
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COI Adjudicat
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CISIONS
decisions, or
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roponent, and
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as applicable,
ng Proponent
as discretion
ch a decision
r the COI Adju
es that the de
Surrey
the person fo
bility or percep
eps proposed
effect of confid
uest for an ad
tor, the City m
mes a Restrict
documents as
r may seek an
unfair advant
n from the CO
City seeks an
d may give no
cator.
nfair advanta
City may requi
, is final and b
ts, Proponent
to establish t
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ted Party, it m
s a Restricted
n advance de
tage, or a per
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advance dec
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age, or Restric
ire that the Pr
binding on the
t Team memb
the relevant p
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rding conflicts
eneral applica
essing Facility PRequest for Pro
February 27Pa
advance opini
flict of interes
to mitigate th
mation; and
ion to the CO
own submiss
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ossible Restr
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roponent mak
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processes from
lemented.
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ation.
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9.9 SHAR
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9.10 E
Unless pe
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If a Propo
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accordanc
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use person (a
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petitive Select
arrangement
date of this R
XCLUSIVITY
ermitted by th
at no membe
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onent contrave
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nt is responsib
and their res
ent or a prosp
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ce with this S
o request an a
roponent Tea
rior to the Sub
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a “Shared Us
ent, including
in its discreti
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ts with any Pr
RFP, no Share
Y
e City in its d
er of its Propo
a member of
enes the fore
o continue an
ble, and bears
pective Affilia
pective Propo
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ember making
description of
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itigate any ma
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se Person”) is
g a person wh
on their availa
Any Shared U
roponent.
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iscretion or p
nent Team, o
any other Pro
going, the Cit
nd impose suc
s the onus, to
ated Persons
onent Team m
e the foregoin
gh the followin
sion on matte
should submit
me for Technic
ntact informati
g the disclosu
f the relations
f the steps tak
aterial advers
he competitiv
elevant docum
s a person ide
ho has unique
ability to all P
Use Person w
ons have been
ermitted as a
or any Affiliate
oponent Team
ty reserves th
ch conditions
o ensure that t
do not contra
member who h
g is encourag
ng process:
ers related to
t to the Conta
cal Submissio
ion of the Pro
ure;
ship that raise
ken to date, a
se or potential
eness or inte
mentation.
Surrey
entified by the
e or specialize
Proponents to
will be require
n identified.
a Shared Use
ed Person of a
m.
he right to disq
as may be re
the Proponen
avene the fore
has any conc
ged to reques
exclusivity, th
act Person, no
ons by email,
oponent or pro
es the possibi
and future ste
l material adv
grity of the C
y Biofuel ProceR
e City as elig
ed information
be desirable
ed to agree no
Person, each
any member
qualify the Pr
equired by the
nt, its Propone
egoing.
cerns regardin
st an advance
he Proponent
ot less than 10
the following
ospective Pro
lity of non-exc
eps proposed
verse effect o
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February 27Pa
ible to do wor
n or skills suc
in the interes
ot to enter into
h Proponent w
of its Propon
roponent or m
e City. Each
ent Team
ng whether
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t or prospectiv
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information:
oponent Team
clusivity;
to be taken, t
f the non-
election Proce
Project posals
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rk for
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Surrey Biofuel Processing Facility Project Request for Proposals
February 27, 2014 Page 45
The City may require additional information or documentation to demonstrate to the satisfaction of the
City in its discretion that no such non-exclusivity exists or, if it does, that measures satisfactory to the City
in its discretion have been or will be implemented to eliminate or mitigate any risk to the competitiveness
or integrity of the Competitive Selection Process.
9.10.1 Exclusivity – the City May Request Advance Decisions
The City may also independently make advance decisions, or may seek an advance decision from the
COI Adjudicator, where the City identifies a matter related to exclusivity. The City will, if it seeks an
advance decision from the COI Adjudicator, provide the COI Adjudicator with relevant information in its
possession. If the City seeks an advance decision from the COI Adjudicator, the City will give notice to
the Proponent so that it may make its own response to the COI Adjudicator.
The onus is on the Proponent to clear any matter related to exclusivity or to establish any conditions for
continued participation, and the City may require that the Proponent make an application under Section
9.6.
9.10.2 Exclusivity – Decisions Final and Binding
The decision of the City or the COI Adjudicator, as applicable, is final and binding on the persons
requesting the ruling and all other parties including Proponents, Proponent Team members and the City.
The City or the COI Adjudicator, as applicable, has discretion to establish the relevant processes from
time to time, including any circumstance in which a decision may be amended or supplemented.
The City may provide any decision by the City or the COI Adjudicator regarding matters related to
exclusivity to all Proponents if the City, in its discretion, determine that the decision is of general
application.
Surrey Biofuel Processing Facility Project Request for Proposals
February 27, 2014 Page 46
10 RFP TERMS AND CONDITIONS
10.1 NO OBLIGATION TO PROCEED
This RFP does not commit the City to select a Preferred Proponent or enter into a Project Agreement,
and the City reserves the complete right to at any time reject all Proposals, and to terminate this RFP and
the Competitive Selection Process and proceed with the Project in some other manner.
10.2 NO CONTRACT
Other than to the extent provided in the Participation Agreement, this RFP is not a contract between the
City and any Proponent, nor is this RFP an offer or an agreement to purchase work, goods or services.
No contract of any kind for work, goods or services whatsoever is formed under, or arises from this RFP,
or as a result of, or in connection with, the submission of a Proposal, unless the City and the Preferred
Proponent execute and deliver the Project Agreement, and then only to the extent expressly set out in the
Project Agreement.
10.3 FREEDOM OF INFORMATION AND PROTECTION OF PRIVACY ACT
All documents and other records in the custody of, or under the control of, the City are subject to the
Freedom of Information and Protection of Privacy Act (“FOIPPA”) and other applicable legislation.
By submitting a Proposal, the Proponent represents and warrants to the City that the Proponent has
complied with applicable Laws, including by obtaining from each person any required consents and
authorizations to the collection of information relating to such individual and to the submission of such
information to the City and the use, distribution and disclosure of such information as part of the Proposal
for the purposes of, or in connection with, this RFP and the Competitive Selection Process.
10.4 COST OF PREPARING THE PROPOSAL
Subject to Section 8.8, each Proponent is solely responsible for all costs it incurs in the preparation of its
Proposal, including all costs of providing information requested by the City, attending meetings and
conducting due diligence.
10.5 CONFIDENTIALITY OF INFORMATION
All information pertaining to the Project received by any Proponent or Proponent Team member through
participation in this RFP is confidential and may not be disclosed without written authorization from the
Contact Person, and in no event will a Proponent discuss the Project with any member of the public or the
media without the prior written approval of the City. Except as expressly stated in this RFP, and subject to
FOIPPA o
RFP will b
The City h
projects, a
Project. S
under Sec
disclose in
obtain info
10.6 R
The City r
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Subject to the
ction 2.2 (Col
nformation th
ormation from
RESERVATIO
reserves the r
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roposal Net P
isqualify a Pro
waive a defect
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ursuant to Se
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nter into nego
make any chan
egotiate any a
mend, from ti
otice to all Pr
cable legislati
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Partnerships
may receive in
terms of this
laborative Me
at is available
m other projec
ON OF RIGHT
right, in its dis
ope of the Pro
y time for any
ct any Propos
nd in particula
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oposal that fa
t, irregularity,
ply with the re
oposal even if
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fy or not acce
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ection 8.8;
r new Propos
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nges to the te
aspects of a P
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nformation in
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e from this Pr
cts.
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scretion, to:
oject and/or m
y reason;
sal based on t
ar the City is n
ails to meet th
non-conform
equirements o
f such a defe
equirements o
ept any or all
onent or any
sals to this or
his Project or
erms of the bu
Preferred Pro
any date, time
ments and oth
rships BC has
respect of ot
ng limitations
Section 6.6 (E
oject to Partn
modify, cancel
the City’s eva
not obliged to
he Mandatory
ity or non-com
of this RFP ex
ct, irregularity
of this RFP wo
Proposals wi
of its team m
a modified R
for work of a
usiness oppor
oponent’s Pro
e period or de
Surrey
her records su
s been and co
ther projects w
on “Commer
Enquiries) the
nerships BC a
l or suspend t
aluation of the
o select the P
y Requiremen
mpliance in o
xcept for Man
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ould otherwis
thout any obl
members subje
RFP, call for q
similar natur
rtunity describ
oposal; and
adline provid
y Biofuel ProceR
ubmitted in re
ontinues to be
which may be
rcial in Confid
e City may in
and other proj
the Competiti
e Proposals in
Proposal with t
ts;
r with respect
datory Requi
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se render the
igation, comp
ect to any pay
uotes, propos
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bed in this RF
ed in this RFP
essing Facility PRequest for Pro
February 27Pa
esponse to thi
e involved in o
e relevant to t
ence” informa
its discretion
jects and may
ive Selection
n accordance
the lowest
t to a Proposa
rements, and
ompliance or
Proposal null
pensation or
yment require
sals or tender
FP;
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7, 2014 age 47
s
other
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en
Surrey Biofuel Processing Facility Project Request for Proposals
February 27, 2014 Page 48
10.7 NO COLLUSION
Proponents and Proponent Team members, their employees and representatives involved with the
Proposal, including Key Individuals, will not discuss or communicate, directly or indirectly, with any other
Proponent or any director, officer, employee, consultant, advisor, agent or representative of any other
Proponent (including any Proponent Team member or Key Individual of such other Proponent) regarding
the preparation, content or representation of their Proposals.
By submitting a Proposal, a Proponent, on its own behalf and as authorized agent of each firm,
corporation or individual member of the Proponent and Proponent Team, represents and confirms to the
City, with the knowledge and intention that the City may rely on such representation and confirmation,
that its Proposal has been prepared without collusion or fraud, and in fair competition with Proposals from
other Proponents.
10.8 NO LOBBYING
Proponents, Proponent Team members, and their respective directors, officers, employees, consultants,
agents, advisors and representatives will not engage in any form of political or other lobbying whatsoever
in relation to the Project, this RFP, or the Competitive Selection Process, including for the purpose of
influencing the outcome of the Competitive Selection Process. Further, no such person (other than as
expressly contemplated by this RFP) will attempt to communicate in relation to the Project, this RFP, or
the Competitive Selection Process, directly or indirectly, with any representative of the City, the
Government of British Columbia (including any Minister or Deputy Minister, any member of the Executive
Council, any Members of the Legislative Assembly, or any employee of the City), Partnerships BC, any
Restricted Parties, or any director, officer, employee, agent, advisor, consultant or representative of any
of the foregoing, as applicable, for any purpose whatsoever.
In the event of any lobbying or communication in contravention of this Section, the City in its discretion
may at any time, but will not be required to, reject any and all Proposals submitted by that Proponent
without further consideration and the Proponent will not be eligible for, or receive, the partial
compensation as set out in Section 8.8.
10.9 OWNERSHIP OF PROPOSALS
All Proposals submitted to the City become the property of the City and will be received and held in
confidence by the City, subject to the provisions of FOIPPA and this RFP.
10.10 D
The City i
meeting it
endeavou
The City e
Selection
th(a)
th(b)
th(c)
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10.11 FA
The City h
Selection
public.
The Fairn
DISCLOSURE
s committed t
ts commitmen
ur.
expects to pu
Process:
he RFP;
he number of
he name of Pr
Financial Clo
he Fairness A
Project Repo
he final Projec
pplication of F
ponent agree
o ensure that
nadvertently o
enerated in re
must be coord
will notify the
nd
will ensure th
omply with th
AIRNESS AD
has appointed
Process. The
ess Advisor w
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to an open an
nt, Proponent
blicly disclose
Proponents;
roponents.
ose, the City e
Advisor’s repo
ort; and
ct Agreement
FOIPPA.
es that:
all public info
or otherwise in
elation to the
inated with, a
e City of any a
hat all of the P
e requiremen
DVISOR
d John Single
e Fairness Ad
will be:
SPARENCY
nd transparen
ts will coopera
e the following
and
expects to pu
rt;
excluding tho
ormation gene
nfluence the R
Project, inclu
and is subject
and all reques
Proponent Te
nts of this RFP
eton, QC (the
dvisor will pro
nt Competitive
ate and exten
g information
ublicly disclose
ose portions t
erated about t
RFP process,
uding commun
to prior writte
sts for informa
am members
P.
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vide a written
Surrey
e Selection P
nd all reasona
during this s
e:
that may be r
the Project is
, the disclosu
nications with
en approval o
ation or interv
s and others a
dvisor”) to m
n report to the
y Biofuel ProceR
rocess. To as
able accommo
tage of the C
redacted purs
fair and accu
re of any pub
h the media a
of, the City;
views receive
associated wi
onitor the Co
e City that the
essing Facility PRequest for Pro
February 27Pa
ssist the City
odation to this
ompetitive
suant to the
urate and will
blic informatio
nd the public,
d from the me
th the Propon
ompetitive
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in
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10.12 L
Dentons C
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and any s
LLP in rel
of the Pro
time to wa
10.13 L
Each Prop
Team:
ag(a)
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of
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fo
th
rovided with f
rocesses und
ept fully inform
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ve Selection
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ns Canada LL
ncluding any m
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ation to matte
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aive any prov
IMITATION O
ponent on its
grees not to b
epresentative
f the amount
roposal for an
(1) if t
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(2) if t
for
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waives any an
or loss of antic
he Proponent
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full access to
der this RFP t
med by the C
act the Fairnes
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is a Restricted
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matter that is
relationship t
ers other than
hts of confiden
ision of this S
OF DAMAGE
own behalf a
bring any Clai
s (including th
equivalent to
ny matter in r
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is RFP or bot
d all Claims a
cipated profits
for any reaso
the City accep
eaches the te
all document
hat the Fairne
ity of all docu
ss Advisor dir
d Party. By su
to represent
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that the Propo
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ntiality or solic
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and on behalf
im against the
he Fairness A
the reasonab
espect of this
pts a non-com
erms of this R
r Competitive
(including mo
h) or the City
against the Ci
s or loss of op
on, including:
pts a non-com
erms of this R
ts, meetings a
ess Advisor, i
uments and ac
rectly with reg
ubmitting a P
the City for a
he Proponent
onent may ha
d the Project.
citor-client pri
of the Propon
e City or any
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ble costs incu
s RFP or Com
mpliant propo
RFP or the Co
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odification of t
exercises an
ity or any of it
pportunity if n
mpliant propo
RFP or the Co
Surrey
and informatio
in its discretio
ctivities assoc
gard to conce
roposal, the P
ll matters in r
, despite any
ave had, or m
. This Section
ivilege. The C
nent Team an
of its employ
he COI Adjud
urred by the P
mpetitive Sele
sal or otherw
ompetitive Se
ocess is mod
the scope of t
ny rights unde
ts employees
no agreement
sal or otherw
ompetitive Sel
y Biofuel ProceR
on related to
on, decides is
ciated with th
erns about the
Proponent ex
relation to this
information o
may have, with
n is not intend
City reserves t
nd any memb
ees, advisors
dicator) for da
Proponent in p
ection Process
wise breaches
election Proce
ified, suspend
the Project or
er this RFP; a
s, advisors or
t is made betw
wise breaches
lection Proces
essing Facility PRequest for Pro
February 27Pa
the evaluatio
s required; an
is RFP.
e fairness of t
xpressly conse
s RFP and the
of the Propon
h Dentons Ca
ded to waive a
the right at an
ber of a Propo
s or
mages in exc
preparing its
s, including:
, or fundamen
ess; or
ded or cance
r modification
and
representativ
ween the City
or fundamen
ss; or
Project posals
7, 2014 age 50
n
d
he
ents
e
ent
anada
any
ny
onent
cess
ntally
lled
of
ves
y and
ntally
Surrey Biofuel Processing Facility Project Request for Proposals
February 27, 2014 Page 51
(2) if the Project or Competitive Selection Process is modified, suspended or cancelled
for any reason (including modification of the scope of the Project or modification of
this RFP or both) or the City exercises any rights under this RFP.
This Section does not limit the City’s obligation to make payment under Section 8.8, but in no event will
the City’s liability exceed the amount calculated pursuant to Section 8.8.
11 IN
11.1 D
Capitalize
Agreemen
In this RF
“Addenda
in Section
“Adjusted
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associate
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investmen
funding ar
those fund
“Advance
“Affiliated
a (a)
tw(b)
NTERPRETA
DEFINITIONS
ed terms in th
nt.
FP:
a” or “Addend
n 6.8.
d Weighted P
ment Credit Fa
d with the un
nt. It excludes
nt product. Th
rrangement w
ds that are dr
e Interest Ra
d Persons”, o
corporation a
(1) a p
(2) ea
an
(3) a s
wo corporation
(1) ea
is
(2) on
gro
(3) ea
gro
ATION
is RFP that a
dum” means
Proposal Net
acilities” mea
used portion
Junior Credit
he term “unus
where bond pr
rawn, but not
te Submissio
or affiliated pe
and:
person by wh
ach member o
nd
spouse or com
ns, if:
ach corporatio
controlled is a
ne corporation
oup of person
ach corporatio
oup is affiliate
re not defined
an addendum
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Surrey Biofuel Processing Facility Project Request for Proposals
February 27, 2014 Page 54
“Base Case Scenario” has the meaning set out in Section 6.6.1 of Table 2 of Appendix B.
“Base Rate” means the base interest rate for any proposed senior debt facility as shown in the
Proponent’s Financial Model.
“Benchmarks” has the meaning set out in Section 5.2.
“Biogas” means the raw gaseous by-product of the anaerobic digestion process consisting of
approximately 50 to 60% methane and the remainder moisture, carbon dioxide and trace gases.
“Biogas Product” means a commercial product resulting from further processing of the Biogas produced
at the Facility, including Biomethane or electricity.
“Biomethane” means the Biogas Product resulting from the refinement of Biogas including the removal of
excess water, CO2 and other gases from the Biogas produced at the Facility such that the product meets
the same quality standards of pipeline quality natural gas.
“Business Day(s)” means a standard day for conducting business, excluding government holidays and
weekends.
“Business-to-Business Networking Session” has the meaning set out in Section 2.3.
“Changed Funding Arrangements” has the meaning set out in Section 8.7.
“City” has the meaning set out in Section 1.2.
“City’s Biomethane Value Assumption” means the deemed value $11.50 per GJ for Biomethane
delivered to the Fortis BC pipeline infrastructure.
“City’s Waste Flow Forecast” means the volume in tonnes of City Organic Waste associated with Band
2 of Appendix 8A of Schedule 8 of the Project Agreement, and depicted in Figure 2 of Section 3.11.
“City Representatives” has the meaning set out in Section 2.2.
“Claim” means any claim, demand, suit, action, or cause of action, whether arising in contract, tort or
otherwise, and all costs and expenses relating thereto.
“Collaborative Meetings” has the meaning set out in Section 2.2.
“Competitive Selection Process” means the overall process for the selection of a Preferred Proponent
for the Project including, but not limited to, this RFP.
“Conflict of Interest Adjudicator” or “COI Adjudicator” means the person described in Section 9.5.
Surrey Biofuel Processing Facility Project Request for Proposals
February 27, 2014 Page 55
“Contact Person” means the person identified as such in the Summary of Key Information.
“Corporate Finance Solution” has the meaning set out in Section 3.9.
“Corporate Funder” means the entity providing the debt financing described in the Financial Submission
for any Proposal which does not meet the requirements of a Project Finance Solution.
“Credit Spread” means for any debt facility the rate of interest applicable to the amount of such debt
facility as shown in the Financial Model minus the applicable Base Rate.
“Data Room” has the meaning set out in Section 2.5.
“Design-Builder” of a Proponent means an individual, corporation, joint venture, partnership or other
legal entity who will have the direct responsibility to design and build the Project, as identified in the
Proponent’s Proposal and as may have been changed pursuant to the RFQ or as may be changed
pursuant to this RFP.
“Eligible Costs” has the meaning as defined in Appendix B Form A6.
“Enquiry” has the meaning set out in Section 6.6.
“Equity Provider” of a Proponent means an individual, corporation, joint venture, partnership or other
legal entity who will have an ownership or equity interest in the Project, as identified in the Proponent’s
Proposal and as may have been changed pursuant to the RFQ or as may be changed pursuant to this
RFP.
“Evaluation Committee” has the meaning set out in Section 7.2.
“Facility Operations Director” means the individual who has lead responsibility for operating period
activities of the Project, as identified in the Proponent’s Proposal, and as may have been changed
pursuant to the RFQ or as may be changed pursuant to this RFP.
“Facility Operator” of a Proponent means an individual, corporation, joint venture, partnership or other
legal entity who will have direct responsibilities in relation to marketing and sales, coordinating with City
waste collection services, coordinating with collection/hauling companies for ICI wastes, facility
operations including but not limited to waste pre-treatment, digestion, Biogas production and recovery,
Biomethane production, by-product management, odour and emissions controls, and facility maintenance
and life cycle services during the operating term of the Project Agreement, as identified in the Proponent’s
Proposal and as may be changed pursuant to this RFP.
“Fairness Advisor” has the meaning set out in Section 10.11.
Surrey Biofuel Processing Facility Project Request for Proposals
February 27, 2014 Page 56
“Final AIRS” has the meaning set out in Appendix K.
“Final AIRS Submission Time” means the date and time identified as such in the Summary of Key
Information.
“Final Draft Project Agreement” has the meaning set out in Section 2.3.
“Financial Close” means the time when the Project Agreement and all financing and other agreements
related to the Project have been executed and delivered and all conditions to the effectiveness of the
Project Agreement and Project financing agreements have been satisfied.
“Financial Model” has the meaning set out in Section 4.5 of Appendix B.
“Financial Submission” has the meaning set out in Appendix B.
“Financing Plan” has the meaning set out in Section 4.4.1 of Appendix B.
“Freedom of Information and Protection of Privacy Act” or “FOIPPA” has the meaning set out in
Section 10.3.
“Golder” has the meaning set out in Section 9.4.2(b).
“Guarantor” means an entity providing financial and/or performance support to the Design-Builder,
Systems Designer, Facility Operator, or Equity Provider by way of a guarantee or a commitment to
provide equity or dedicated credit facilities to support the participation by the Design-Builder, Service
Provider or Equity Provider in the Competitive Selection Process and the Project as described in the
Proponent’s Proposal and as may have been changed pursuant to the RFQ or as may be changed
pursuant to this RFP.
“Initial AIRS” has the meaning set out in Appendix K.
“Initial AIRS Submission Time” means the date and time identified as such in the Summary of Key
Information.
“Initial Draft Project Agreement” means the draft Project Agreement labeled “Initial Draft Project
Agreement” and posted in the Data Room.
“Intellectual Property Rights” has the meaning set out in Section 6.9.
“Interim AIRS” has the meaning set out in Appendix K.
“Interim AIRS Submission Time” means the date and time identified as such in the Summary of Key
Information.
Surrey Biofuel Processing Facility Project Request for Proposals
February 27, 2014 Page 57
“Interim Financial Review Submission” has the meaning set out in Section 2.6(b).
“Junior Credit Facilities” means any credit facility provided to Project Co by an Affiliate of Project Co.
“Key Individuals” of a Proponent means the specific individuals, exclusive to the Proponent, filling the
following roles (or equivalent) in the Proponent’s Proposal and as may have been changed pursuant to
the RFQ or as may be changed pursuant to this RFP. A Key Individual role may only be filled by one
individual:
Project Co’s Lead;
Systems Design Director;
Facility Operations Director;
Project Co’s Design and Construction Representative; and
Quality Manager.
Key Individuals may fill multiple roles provided they have the qualifications and experience for all the
roles.
“Mandatory Requirements” means the Proposal Requirements described in Section 7.1.
“Maximum Tonnage Scenario” has the meaning set out in Section 6.6.1 of Table 2 of Appendix B.
“Minimum Tonnage Scenario” has the meaning set out in Section 6.6.1 of Table 2 of Appendix B.
“Participation Agreement” means the Participation Agreement executed by the Proponent as a
condition of being confirmed as a Proponent to participate in this RFP.
“Partnerships BC” means Partnerships British Columbia Inc.
“Performance Specifications” means the specifications for the design, construction, operation and
maintenance of the Facility as set out in the Project Agreement, including Schedule 3 [Design and
Construction Specifications] and Schedule 4 [Services Protocols and Specifications].
“Preferred Proponent” means the Proponent selected pursuant by the City pursuant to this RFP to
finalize the Project Agreement.
“Preferred Proponent Security Deposit” means an irrevocable letter of credit in the amount of $700,000
in the form set out in Appendix H or in such other form acceptable to the City in its discretion.
“Pricing Forms” means the forms set out in Appendix B.
Surrey Biofuel Processing Facility Project Request for Proposals
February 27, 2014 Page 58
“Project” means the design, construction, financing, commissioning, operation, maintenance and other
specified services of and for the Facility and all other works ancillary to the Facility.
“Project Agreement” has the meaning set out in Section 1.1.
“Project Co” means the entity that enters into the Project Agreement with the City and leads the Project
team through the term of the Project Agreement.
“Project Co’s Lead” means the individual responsible for leading Project Co to enter into the Project
Agreement with the City and through the term of the Project Agreement, as may have been changed
pursuant to the RFQ or as may be changed pursuant to this RFP.
“Project Finance Solution” has the meaning set out in Section 3.9.
“Proponent” has the meaning set out in Section 1.2 and includes its Proponent Team members, as each
may have been changed pursuant to the RFQ or as may be changed pursuant to this RFP.
“Proponent Team” means a Proponent Team Lead, its Design-Builder, its Systems Designer, its Facility
Operator, its Equity Providers, its Guarantors and its Key Individuals, as may have been changed
pursuant to the RFQ or as may be changed pursuant to this RFP.
“Proponent Team Lead” means the entity responsible for leading the Proponent Team, as may have
been changed pursuant to the RFQ or as may be changed pursuant to this RFP:
throughout the Competitive Selection Process for the Project;
entering into the Project Agreement; and
throughout the implementation of the Project Agreement.
“Proposal” means a proposal submitted in response to this RFP.
“Proposal Net Present Cost” has the meaning set out in Section 4.1.
“Proposal Requirements” means the requirements described in Appendix B.
“Proposal Validity Period” has the meaning set out in Section 6.14(a).
“Reference Information” has the meaning set out in Section 2.5.
“Reinvestment Base Rate Benchmark” has the meaning set out in Section 5.2.
“Relationship Disclosure Form” means a form substantially as set out in Appendix D or as otherwise
acceptable to the City.
Surrey Biofuel Processing Facility Project Request for Proposals
February 27, 2014 Page 59
“Request for Proposals” or “RFP” has the meaning set out in Section 1.1.
“Respondent” has the meaning given to it in the RFQ.
“Restricted Party” means those persons (including their former and current employees) who have a
conflict of interest or had, or currently have, participation or involvement in the Competitive Selection
Process or the design, planning or implementation of the Project, and who may provide a material unfair
advantage or confidential information to any Proponent that is not, or would not reasonably be expected
to be, available to other Proponents.
“RFQ” has the meaning set out in Section 1.2.
“Senior Credit Facility” means the senior credit facilities and any other credit facilities provided for in
Senior Financing Agreements.
“Senior Debt Base Rate Benchmark” has the meaning set out in Section 5.2.
“Senior Lender” means the entity providing the debt financing described in the Financial Submission for
any Proposal which meets the requirements of a project financing solution set out in Section 3.9.
“Shared Use Person” has the meaning set out in Section 9.9.
“Site” has the meaning set out in Section 3.1.
“Submission Location” means the submission location identified as such in the Summary of Key
Information.
“Submission Time for Alternative Biogas Product Sales Proposals” means the date and time
identified as such in the Summary of Key Information.
“Submission Time for Interim Financial Review Submission” means the date and time identified as
such in the Summary of Key Information.
“Submission Time for Financial Submissions” means the date and time identified as such in the
Summary of Key Information.
“Submission Time for Technical Submissions” means the date and time identified as such in the
Summary of Key Information.
"Summary of Key Information" means the summary of key information included herein as amended by
Addendum from time to time.
“Swapped Senior Debt Base Rate Benchmark” has the meaning set out in Appendix K.
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