YUKON ENERGY CORPORATION - cdn.ymaws.com · YUKON ENERGY CORPORATION REQUEST FOR PROPOSAL Name of Competition: Residential Demand Response Pilot Competition Number: 2019-006 Issue

YUKON ENERGY CORPORATION

REQUEST FOR PROPOSAL

Name of Competition: Residential Demand Response Pilot

Competition Number: 2019-006

Issue Date: Wednesday February 13, 2019

Closing Date and Time: Wednesday March 6, 2019 at 14:00:00 HRS PST

Corporation’s Designate:

Dawn Conrad 867-393-5348 [email protected]

Note: This document may not be reproduced nor distributed without the prior express approval of the Corporation’s Procurement Department, except where authorized for use by a proponent who is responding directly to this Solicitation.

mailto:[email protected]

RFP 2019-006 Residential Demand Response Pilot Page 2 of 40

Table of Contents

SECTION 1: INTRODUCTION AND DEFINITIONS ................................................................................ 4

1.1 CORPORATE PROFILE AND PROJECT PARTICIPANTS ........................................................................................... 4 1.2 PURPOSE .............................................................................................................................................................. 4 1.3 INTENT .................................................................................................................................................................. 4 1.4 ACCESS TO INFORMATION AND PROTECTION OF PRIVACY ACT ........................................................................... 4 1.5 CANADIAN FREE TRADE AGREEMENT (CFTA) ...................................................................................................... 5 1.6 ACKNOWLEDGMENT ............................................................................................................................................. 5 1.7 DEFINITIONS ......................................................................................................................................................... 5

SECTION 2: INSTRUCTIONS TO PROPONENTS ................................................................................... 7

2.1 LETTER OF INTENT TO RESPOND .......................................................................................................................... 7 2.2 PROPOSAL DELIVERY ........................................................................................................................................... 7 2.3 CORPORATION’S DESIGNATE ............................................................................................................................... 7 2.4 CLOSING DATE AND TIME ..................................................................................................................................... 7 2.5 PROPOSAL SUBMISSION ....................................................................................................................................... 7 2.6 ELECTRONIC PROPOSAL SUBMISSION ................................................................................................................. 8 2.7 VERIFICATION OF PROPOSAL RECEIPT ................................................................................................................ 9 2.8 QUESTIONS AND QUERIES ................................................................................................................................... 9 2.9 PROPOSAL WITHDRAWALS .................................................................................................................................10 2.10 PROPOSAL AMENDMENTS ...............................................................................................................................10 2.11 PROPOSAL DETAILS ........................................................................................................................................10 2.12 ALTERNATIVE PROPOSALS ..............................................................................................................................10 2.13 PROPOSAL OPENING .......................................................................................................................................10 2.14 ADDENDA .........................................................................................................................................................10 2.15 EXTENSIONS ....................................................................................................................................................10 2.16 DEBRIEFING .....................................................................................................................................................11 2.17 IRREVOCABILITY ..............................................................................................................................................11 2.18 SITE VISIT .........................................................................................................................................................11 2.19 KNOWLEDGE OF WORK AND SITE CONDITIONS ................................................................................................11 2.20 REFERENCES / SEARCHES / CONTACTS .........................................................................................................11 2.21 RFP CANCELLATION ........................................................................................................................................11 2.22 PRIVILEGE CLAUSE ...........................................................................................................................................12 2.23 SUB-CONTRACTING .........................................................................................................................................12 2.24 INCURRED COSTS / EXPENSES ........................................................................................................................12 2.25 P. ENG REGISTRATION IN YUKON ....................................................................................................................12 2.26 JOINT PROPOSALS AND SUBCONTRACTING....................................................................................................13 2.27 HEALTH AND SAFETY / ENVIRONMENT .............................................................................................................13

2.27.1 Safety and Environment Orientation ...........................................................................................................13 2.27.2 Safety and Environment Work Practises .....................................................................................................13 2.27.3 Certificate of Recognition (COR) Requirement (OH&S) ............................................................................14

2.28 FIRST NATIONS EMPLOYMENT AND BUSINESS OPPORTUNITIES ......................................................................14

SECTION 3: EVALUATION PROCESS AND CRITERIA ...................................................................... 15

3.1 EVALUATION COMMITTEE ....................................................................................................................................15 3.2 EVALUATION METHODOLOGY AND PROCESS .....................................................................................................15 3.3 PROPONENT INTERVIEWS ...................................................................................................................................15 3.4 PROPONENT PRESENTATIONS ............................................................................................................................15 3.5 EVALUATION CRITERIA ........................................................................................................................................15

SECTION 4: SCOPE OF WORK ................................................................................................................. 18

4.1 BACKGROUND ......................................................................................................................................................18 4.2 PROJECT DESCRIPTION .......................................................................................................................................18


4.3 GENERAL SCOPE OF WORK ..................................................................................................................................19 4.4 DETAILED SCOPE OF WORK .................................................................................................................................19 4.5 PROJECT SCHEDULE ............................................................................................................................................21 4.6 METHODOLOGY FOR DEFINING AND ESTIMATING THE WORK ..............................................................................21

SECTION 5: SUBMISSION REQUIREMENTS ........................................................................................ 22

5.1 GENERAL ..............................................................................................................................................................22 5.2 EXECUTIVE SUMMARY ..........................................................................................................................................22 5.3 PROPONENT CREDENTIALS ..................................................................................................................................22 5.4 FINANCIAL / BUSINESS PROFILE ...........................................................................................................................22 5.5 REFERENCES .......................................................................................................................................................23 5.6 WORK TEAM EXPERIENCE ....................................................................................................................................23 5.7 WORK APPROACH AND METHODOLOGY .............................................................................................................23

SECTION 6: FORMS OF PROPOSAL ....................................................................................................... 25

6.1 ADDENDA AND QUESTION AND ANSWER ACKNOWLEDGEMENT (TF1) ..............................................................26 6.2 MANDATORY REQUIREMENTS (TF1) ..................................................................................................................27 6.3 CONFLICT OF INTEREST AND RELATIONSHIP DISCLOSURE (TF1) .......................................................................28 6.4 PROPOSAL FORM (TF1) – PROPOSAL SUBMISSION BY: .....................................................................................29 6.5 CORPORATE EXPERIENCE (TF1) ........................................................................................................................30 6.6 REFERENCES (TF1) .............................................................................................................................................31 6.7 WORK TEAM EXPERIENCE (TF1) .........................................................................................................................32 6.8 WORK APPROACH & METHODOLOGY (TF1) ........................................................................................................33 6.9 PRICING SUMMARY (TF2) ....................................................................................................................................34 6.10 DECLARATION OF SUBCONTRACTORS (TF1) ....................................................................................35 6.11 RATE SHEET – CHANGE ORDERS / ADDITIONAL WORK (TF2) ........................................................................36

APPENDICES .................................................................................................................................................. 37

APPENDIX 1 - LETTER OF INTENT TO RESPOND ...............................................................................................37 APPENDIX 2 - RELATIONSHIP DISCLOSURE FORM ..........................................................................................37 APPENDIX 3 - PRICING DETAIL ...............................................................................................................................37 APPENDIX 4 - FORM OF CONTRACT ......................................................................................................................37


SECTION 1: INTRODUCTION AND DEFINITIONS

1.1 CORPORATE PROFILE AND PROJECT PARTICIPANTS

Yukon Energy Corporation Established in 1987, Yukon Energy Corporation (the “Corporation”) is a publicly-owned electrical utility that operates as a business, at arm’s length from the Yukon Government. We are the main generator and a transmitter of electrical energy in the Yukon and we work with our parent company Yukon Development Corporation to provide Yukon residents with a sufficient supply of safe, reliable electricity and related energy services. The Corporation is regulated by the Business Corporations Act, the Public Utilities Act and the Yukon Water Act. The main office is located near the Whitehorse Rapids Hydro Plant in Whitehorse with community offices in Mayo, Faro and Dawson City. Additional Corporation information and annual reports can be viewed on the Corporation’s website at: http://www.yukonenergy.ca

1.2 PURPOSE

The Corporation and their partners are seeking proposals from qualified Proponents who are capable of piloting internet connected and wi-fi enabled demand response technology to initiate set-backs of residential baseboard heating and hot water to decrease system peaks. The use of demand response as a tool for the utility to manage peak loads and decrease capacity requirements has not yet been explored in Yukon. The successful proponent would provide expertise in residential demand response programs to help guide Yukon Energy in planning, implementing and evaluating the territory’s first demand response program.

Background information and a detailed Scope of Work are provided below and where indicated in Appendices attached to this Solicitation.

1.3 INTENT

It is the intent of the Corporation to obtain the best overall solution, services and value through a Solicitation process that provides a high level of responsiveness, quality Proposals, and a Proponent that has a proven track record of meeting its client’s needs. Your company is invited to submit a Proposal on a competitive basis in the format described in these Solicitation documents.

1.4 ACCESS TO INFORMATION AND PROTECTION OF PRIVACY ACT

Once proposals are opened, they become the property of the Corporation, and will not be returned. Subject to the Access to Information and Protection of Privacy Act, (ATIPP) information, other than price, contained in proposals submitted will be held in confidence. However, please note that all documents submitted to the Corporation are subject to ATIPP. While ATIPP allows members of the public to access records in the Corporation’s custody or control, it also prohibits some, but not necessarily all, disclosures by the Corporation, in particular of personal information or confidential business information. Disclosure is prohibited if it could reasonably be expected to result in significant harm to business interests or would be an unreasonable invasion of privacy, as defined in sections 24 and 25 of ATIPP. Accordingly, proponents are encouraged to:

http://www.yukonenergy.ca/


a) Identify those portions of their submission which they are supplying in confidence and for which disclosure would be significantly harmful to their business, or would be an unreasonable invasion of their personal privacy, as defined in sections 24 and 25 of the ATIPP and,

b) Be prepared to justify that determination if challenged to do so by someone who applies for access to the information.

It is important for proponents to understand that, in light of ATIPP, the Corporation cannot guarantee that information provided by proponents will never be subject to disclosure.

1.5 CANADIAN FREE TRADE AGREEMENT (CFTA)

The Corporation is subject to the terms and conditions of the CFTA and to a lesser extent, where applicable, the Canada-EU Comprehensive Economic and Trade Agreement (CETA).

1.6 ACKNOWLEDGMENT

The Corporation thanks all Proponents for responding to this Solicitation. It recognizes the time, resources and energy that it takes to complete and submit a Proposal for consideration. The Corporation does not take lightly the endeavour and effort made to provide a Proposal and appreciates your response. In no way or manner should this Solicitation be considered a repudiation or statement of dissatisfaction with any current company providing services to the Corporation. This Solicitation is an ongoing business commitment and demonstration ensuring that the Corporation undergoes scrutiny and diligence that can withstand review and audit. The Corporation is committed to the highest standards of business practice and services and appreciates your company helping the Corporation achieve these goals. Thank you in advance for participating in this Solicitation process.

1.7 DEFINITIONS

“Closing Time” or “Closing Date and Time” means the date and time as specified in this Solicitation.

“Contract” means the agreement between the Corporation and Consultant/Contractor as embodied in all the Contract Documents.

“Consultant/Contractor” means the successful Proponent that is awarded a Contract as a result of this Solicitation process.

“Consultant’s/Contractor’s Representative” means the person appointed by Consultant/Contractor as its representative, and unless advised otherwise in writing, Consultant’s/Contractor’s Representative (a) has full authority to act on behalf of and bind the Consultant/Contractor, and (b) may in writing, delegate any or all of his or her authority to any other person.

“Corporation” means Yukon Energy Corporation.

“Corporation’s Designate” means the person named in this Solicitation who has the authority to issue and manage the Solicitation process on behalf of the Corporation.

“Corporation’s Representative” means the person appointed by the Corporation who has responsibility for managing the Contract and, unless Consultant/Contractor is expressly advised otherwise, Corporation’s Representative (a) has full authority to act on behalf of and


bind the Corporation, and (b) may, in writing, delegate any or all of his or her authority to any other person.

“Day” means a calendar day, unless specifically stated otherwise.

“Intellectual Property” means all drawings, plans, models, designs, graphics, reports, specifications, calculations, concepts, methodologies, products, prototypes, inventions, processes, trade secrets, industrial designs, works, including literary and artistic works, images, logos, trade-marks, audio recordings, video recordings, computer programs and software, whether hardcopy or electronic media format, prepared, produced or developed by or at the direction of Consultant/Contractor or any subcontractor in connection with this Contract or the provision of the Work, and all intellectual property rights in, to and associated therewith.

“Corporation” means Yukon Energy Corporation.

“Proponent” means a person or organization who submits a Proposal in response to this Solicitation.

“Proposal” means the documents, if any, that Proponent delivers to the Corporation proposing to perform the Work.

“Proposal Delivery Office” means the Corporation office where Proposals should be delivered, if by post or courier, as specified ‘Proposal Delivery’ of this Solicitation.

“RFP” means this Request for Proposal or Solicitation process.

“RFP/Solicitation Documents” means all sections of this solicitation including: Section 1 – Introduction and Definitions Section 2 – Instructions to Proponents Section 3 – Evaluation Process and Criteria Section 4 – Requirements and Specifications Section 5 – Submission Requirements Section 6 – Forms of Proposal Appendices Addenda, if any; and Question and Answer series, if any. “Subcontractor” means a subcontractor having a contract with the Contractor for performance of any part of the Work.

“Work” means all or any part of the services and obligations required to be performed by the Consultant/Contractor under a Contract.


SECTION 2: INSTRUCTIONS TO PROPONENTS

Proponents are requested to provide comprehensive information as outlined in the solicitation documents to enable complete and accurate evaluation of their Proposal. Omission of any information that the Corporation deems as pertinent to the Proposal may cause the Proposal to receive a lower rating through evaluations, or may cause the Proposal to be disqualified at the Corporation’s absolute discretion.

2.1 LETTER OF INTENT TO RESPOND

After reviewing this solicitation, the Corporation requests that all potential proponents who intend to respond identify themselves using the letter of intent to respond (the “Letter of Intent”) provided in Appendix 1. Only those companies / individuals submitting a Letter of Intent will receive subsequent information, addenda and Q&A information.

2.2 PROPOSAL DELIVERY

All proposals are to be submitted by email as indicated in Subsection 2.6 Electronic Proposal Submission. In the event that a Proponent is delivering a hard copy, Proposals along with the submission documents in the Forms of Proposal section should be submitted in a sealed envelopes and delivered in original form by hand or courier following the instructions as indicated in Subsection 2.6 to:

Yukon Energy Corporation Attention: Dawn Conrad (“Corporation’s Designate”) Procurement Department 2 Miles Canyon Rd Whitehorse YT Y1A 6S7

2.3 CORPORATION’S DESIGNATE

For the purposes of this solicitation process, the Corporation’s Designate is: Dawn Conrad Phone: 867-393-5348 [email protected] E-mail communications are preferable.

2.4 CLOSING DATE AND TIME

The date and time of the solicitation closing is Wednesday March 6, 2019 at 14:00:00 HRS PST. Strict adherence to this deadline will be maintained. In order to be considered, Proposals must be received on or before the Closing Date and Time. Proposals received after the Closing Date and Time will be rejected and remain unopened.

2.5 PROPOSAL SUBMISSION

Proponent(s) should clearly identify in their proposal email the name and address of the Proponent, the solicitation number, the title and the closing date and time. To enable the Corporation to effectively evaluate submissions, Proponents are requested to submit Proposals with adherence to the form and format within the solicitation documents,



referencing the section(s) and clause(s), as necessary, to facilitate accurate and expedient evaluations.

2.6 ELECTRONIC PROPOSAL SUBMISSION

Submission of Proposal in electronic format should be in accordance with these Electronic Proposal Submission requirements. When submitting your Proposal electronically, and in order for your Proposal to be considered, your Electronic Proposal Submission must:

a) be received by the Corporation’s Designate at the email addresses above on or before the Closing Date and Time. For validation purposes the time of receipt shall be identified as the time when the incoming email first hits the Corporation outward facing firewall;

b) be identified and transmitted as follows submitting two separate emails to separate price and non-price components, identified as follows:

1. Email #1, Tender Form 1 (TF1) will be sent to [email protected] and should be identified as “Submission 1 for RFP 2019-006 Residential Demand Response Pilot, Non-Price Components” and include all non-price forms and your submission as identified in this RFP.

2. Email #2, Tender Form 2 (TF2) will be sent to [email protected] and should be identified as “Submission 2 for RFP 2019-006 Residential Demand Response Pilot, Price Components” and include all price forms as identified in this RFP.

c) be transmitted to Procurement address only;

d) include, at a minimum, a duly executed copy of the Forms of Proposal, signed by authorized representative(s) of the Proponent’s organization;

The Corporation’s preference is to receive electronic Proposal submissions via email, in PDF format or alternately in Microsoft Word/Excel format.

At a minimum, the RFP Forms of Proposal should form part of the electronic Proposal submission. Proponent’s sales literature and/or any additional information not pertinent to the actual required submission may be sent via courier or mail.

Proponents should note that it is their responsibility to ensure that electronic transmissions are free from all viruses. If the Corporation receives an electronic transmission that is infected with a virus or other electronic code that, in the sole opinion of the Corporation, is harmful to the Corporation’s computer systems, the Corporation reserves the right to take any action as deemed necessary to disinfect the electronic transmission. The Corporation will not be liable for any changes that may occur to the electronic transmission, including rendering the transmission unreadable, as a result of the disinfecting process.

Proponents should note that the Corporation’s e-mail system will not accept emails in excess of 10 MB. The Corporation prefers all attachments to be in PDF format. It is the responsibility of Proponents to ensure that e-mails are of a size that can be received by the Corporation and in a format that can be read by the Corporation.




The Corporation is not responsible for, and the Proponent assumes all the risks associated with, the receipt of and/or confidentiality of any documents delivered by electronic submission.

The Corporation is not responsible for, and the Proponent assumes all the risks associated with, the electronic submission of documents including, but not limited to:

a. receipt of a garbled or incomplete document(s); b. lack of access to or availability of the receiving equipment; c. defective receiving equipment; d. incompatibility between sending and receiving equipment; e. delay or interruption in transmission or receipt of the transmitted document(s);

and f. illegibility of all or any part of the document(s).

Proposals received after the Closing Date and Time will not be considered, and will be returned to the Proponent.

2.7 VERIFICATION OF PROPOSAL RECEIPT

Proponents may verify that their Proposal has been received prior to the Closing Date and Time by contacting the Corporation’s Designate. The Proponent must identify their company name before any information will be released. No other information concerning the RFP other than confirmation of Proposal receipt will be released.

2.8 QUESTIONS AND QUERIES

Proponents may submit questions via e-mail to the Corporation’s Designate until

Wednesday February 27, 2019 at 14:00:00 HRS PST. Questions submitted after this

date and time may not be responded to. If the Corporation, in its sole discretion, determines that information generated from any question will be of interest to all, a summary of anonymous questions and answers will be made available to all proponents in the form of an addendum. The source of all questions will be kept confidential.

If a proponent believes that disclosure of a question and response would expose a proprietary aspect of its proposal, the proponent may submit the question with an advisory to the Corporation explaining why it should not be included with the posted anonymous questions and answers. If Corporation concurs with the request, the question will be answered in confidence and will not be posted. If Corporation does not concur with the request, the proponent will be asked to restate the question, and if this is not possible, the proponent has the option to withdraw the question.

Proponents will not contact or ask questions of any other Corporation personnel. Information obtained from any person or source other than the Corporation’s Representative cannot be relied on for the purposes of this RFP process and cannot be incorporated into a Proposal. The Corporation may disqualify any Proponent who solicits information from any person other than the Corporation’s Representative. The Corporation will review the questions and where the information is not already provided, will issue an addendum to all Proponents under this Section. The Corporation will make a


reasonable effort to have the responses issued within 48 hours of the defined closing date for questions.

2.9 PROPOSAL WITHDRAWALS

Proposals may be withdrawn at any time prior to the Closing Date and Time by submitting a written withdrawal request to the Corporation’s Designate at the same address to which the Proposal was submitted. The Proposal will be returned to the Proponent unopened.

2.10 PROPOSAL AMENDMENTS

Where a Proposal has been received by the Corporation before the RFP Closing Date and Time, amendments by email are acceptable provided that such amendments are received in writing at the location specified herein prior to the RFP Closing Date and Time. Amendments to Proposals should clearly state the name and address of the Proponent, the RFP number, and the name of the RFP in accordance with these Instructions to Proponents. Any amendment must be duly signed by an authorized signatory of the Proponent. Any amendment to the Proposal price should state only the amount by which the Proposal price is increased or decreased and should not indicate the revised total Proposal price.

2.11 PROPOSAL DETAILS

Proponents should provide complete and accurate information and details for all aspects of their Proposal. Failure to respond to any requests for information, costs, qualifications or clauses will be deemed to be a negative response and may disqualify the Proposal or cause the Proposal to receive a lower rating through evaluations.

2.12 ALTERNATIVE PROPOSALS

Proponents wishing to submit alternate innovative methods or operational Proposals that they feel will benefit the Corporation are encouraged to do so. It is requested that alternative Proposals be shown separately and submitted as an ‘Alternate Proposal’ and accompanied by their initial Proposal that meets the service requirements stated in this RFP. It is also requested that Proponents identify their preference of alternatives in order from first preference on.

2.13 PROPOSAL OPENING

The opening of Proposals will be closed to the public. Information on Proponent’s names and/or prices received may be released at the Corporation’s absolute discretion. In the event the Proponent’s names and/or prices are released, this information may be released in a timely fashion and only to qualifying Proponents after Proposals are opened and evaluated, and a Contract is awarded to the successful Proponent.

2.14 ADDENDA

All addenda and/or question and answer series issued during this RFP will become part of the RFP. Proponents should identify all addenda and/or question and answer series received during the RFP process as requested in the Forms of Proposal.

2.15 EXTENSIONS

The Corporation may extend the Closing Date and Time of the RFP by issuing a written addendum to all Potential Proponents.


2.16 DEBRIEFING

Upon request, and at Corporation’s sole discretion, Corporation will only provide a debriefing to proponents. All requests must be by email to the Corporation Contracting Authority and should be made within thirty (30) days of notification of award. The intent of the debriefing information session is to aid the proponent in presenting a stronger proposal in subsequent procurement opportunities. Any debriefing provided is not for the purpose of providing an opportunity to challenge the procurement process.

2.17 IRREVOCABILITY

Proposals shall be irrevocable for a period of ninety (90) days from the closing date and the Proponent shall not have the option of revoking its Proposal until the expiry of the irrevocable period.

2.18 SITE VISIT

“INTENTIONALLY DELETED”

2.19 KNOWLEDGE OF WORK AND SITE CONDITIONS

Proponents shall fully inform themselves of the Work and site conditions, including all difficulties likely to be encountered in performance of the Work arising from seasonal conditions that might affect access to the site, prior to submitting a Tender. Proponents shall, at their own cost, make all investigations necessary to obtain full understanding as to the form and nature of the site, ground, quantities, location, nature and conditions of the Work, site access, accommodation and facility requirements, the conditions under which the labour force will be employed, and any risks associated with the Work. The Corporation will not be liable to the Proponent for any misunderstanding on behalf of the Proponent as to the nature and scope of the Work or any associated risks and conditions relating to the Work.

2.20 REFERENCES / SEARCHES / CONTACTS

Proponents are requested to include a list of at least three (3) external relevant references of clients, complete with the contact person(s) and their contact information, for which they have done work, similar in scope and size to the Work outlined in the Solicitation, within the past three (3) years. Proponents, responding to this Solicitation, authorize the Corporation to contact any references (current and past), whether the reference was listed by the Proponent as one of the Proponent’s references in the Forms of Proposal, or not.

2.21 RFP CANCELLATION

The Corporation is not bound to accept any proposal and reserves the right in its sole discretion to cancel, suspend or terminate this RFP at any time for any reason. Further and without limiting the foregoing, Corporation reserves the right to accept or reject any proposal in whole or in part, whether such proposal is compliant with the terms and conditions of this RFP or not, to discuss with any Proponent different or additional items and terms to those described in this RFP or received in any proposal, or to amend or modify any term of this RFP. Corporation may in its discretion terminate and cancel this RFP in whole or in part and may issue a new RFP if considered in the best interests of the Corporation.


2.22 PRIVILEGE CLAUSE

In addition to any other right the Corporation may have under this RFP process, Corporation is not bound to accept the lowest or any bid and reserves the right in its sole discretion to accept or reject any proposal in whole or in part.

2.23 SUB-CONTRACTING

a) All subcontractors and/or partner(s) must be identified as indicated in the APPENDIX and the history of the organization(s) included in the proposal. This includes a joint submission by two Proponents having no formal corporate links. No sub-contracting or assignment of any contract or of any services to be provided is permitted without the prior written consent of the Corporation. Proponents are to identify all proposed sub-contractors including the company name, contact name, phone number, fax number, e-mail address, type of service the sub-contractor will be performing or providing, and the length of time the Proponent has been using the services of the sub-contractor. No additional sub-contractors will be added nor will other changes be made to this list without written consent of the Corporation.

b) In a partnership proposal one Proponent must be named as the primary Proponent and take overall responsibility for the successful delivery of requirements as the primary contractor.

c) Sub-contracting and partnerships with any firm or individual whose current or past corporate or other interests may in the Corporations’ opinion, give rise to a conflict of interest in connection with the subject matter of this RFP will not be permitted.

d) The Proponent named as the primary contractor will be held responsible to the Corporation for the acts and omissions of its sub-contractor(s), and/or partner(s) to the same extent as the Proponent. The Proponent is responsible for its own acts and omissions and the acts or omissions of its employees.

e) Nothing in this RFP creates any contractual relationship between any sub-contractor and/or partners and the Corporation. All terms and conditions contained in this RFP extend to all sub-contractors and/or partners.

2.24 INCURRED COSTS / EXPENSES

Proponents are solely responsible for their own costs and expenses in preparing and submitting a Proposal and for any subsequent costs and expenses relating to negotiation with the Corporation, if any. If the Corporation cancels this Solicitation or rejects all Proposals, the Corporation shall not be liable to any Proponent for any costs or expenses of preparation or presentation of their Proposal.

2.25 P. ENG REGISTRATION IN YUKON

Only individuals licensed by Engineers Yukon are permitted by law to undertake and assume responsibility for engineering projects in the Yukon. It is generally a simple/inexpensive and fast process to obtain a license to practice in Yukon, in particular if you are a non-resident-in-Yukon practitioner.

Information on this requirement from Engineers Yukon is available at the following link. http://www.apey.yk.ca/ or you may contact them at 1-867-667-6727.

All Engineers on the Proponent’s team should be eligible for registration in Yukon and the successful Proponent should ensure that the Engineers’ who will review, sign, stamp engineering documents, drawings, and specifications register upon award of a contract. Once

http://www.apey.yk.ca/


an application has been submitted for registration, you are allowed to practice while waiting to receive approval.

2.26 JOINT PROPOSALS AND SUBCONTRACTING

Proposals may be submitted where more than one company or organization will be performing the Work either through a joint Proposal or through a subcontracting arrangement. In these cases:

All companies or organizations must be identified in the Proposal;

The portion of the Work to be provided by each company or organization should be clearly identified;

One company should be identified in the Proposal as the point of contact for the purposes of this SOLICITATION process, and the identified company will assume overall responsibility for the Work; and

No other companies or organizations may be added or substituted without the prior written consent of the Corporation.

If a joint Proposal is submitted, the Forms of Proposal should be duly executed by all organizations to the joint venture, and/or all companies proposed as subcontractor(s) for the Work.

2.27 HEALTH AND SAFETY / ENVIRONMENT

Health and safety for all project participants will be of the highest priority, and all participants shall abide by applicable safety legislation, including but not limited to the Yukon Occupational Health Act and Yukon Safety Regulations. Compliance is also required with Yukon Energy’s Health and Safety and Environment policies, practices, and procedures. Submissions must include a discussion of the Proponent’s safety and environmental record and policy/procedures. The successful Proponent may be requested to share more details respecting their health, safety and environment programs prior to the commencement of work.

2.27.1 Safety and Environment Orientation

An online Safety Orientation is required of all Proponents going on site to a Corporation facility and must be completed in advance upon award at the following link. Please note that it is the Consultant’s/Contractor’s responsibility to ensure that their online safety orientation is up-to-date. For reference purposes the online safety orientation expires three (3) years from the date of issue. http://youryukon.com/orientation/

2.27.2 Safety and Environment Work Practises

The Corporation is committed to improving safety and environmental impacts across its projects in the Yukon and therefore requests that all proponents be familiar with the Corporation’s Safety / Environmental Work practises when and where applicable. Procedures highlighted below may be applicable to this Solicitation.

EWP-001 Vehicle Idling_11MAY2015 EWP-002 Diesel Emissions_09JUNE2015 EWP-003 SF6 Gas_09JUNE2015 EWP-004 Fugitive Dust_09JUNE2015 EWP-005 Fuels Lubricants and Coolants_10JUNE2015 EWP-006 Spill Reporting_10JUNE2015 EWP-007 Contaminated Sites_10JUNE2015 EWP-008 Special Wastes_16JUNE2015_LNG

http://youryukon.com/orientation/


EWP-009 Heritage and Culture_16JUNE2015 EWP-010 Non-Hazardous Wastes_16JUNE2015 EWP-011 Spill Response_20JULY2015 EWP-012 Treated Wood_20JULY2015 EWP-013 Transmission ROW Vegetation management_20JULY2015 Jobsite Spill Response Plan

It is the responsibility of the Proponent prior to award or upon award, to request these documents in order to insure that they understand the Corporation’s Safety and Environmental Work practises, as applicable. Documents are available upon request.

2.27.3 Certificate of Recognition (COR) Requirement (OH&S)

Yukon Energy requires COR Certification or equivalent on this Project. Businesses at the final state of becoming COR or SECOR Certified may submit a TLC (Temporary Letter of Certification). Businesses from other jurisdictions must submit a Yukon COR or SECOR Certificate or a COREL (COR Equivalency Letter). Information on COR standards and applicability may be found at the following link. http://yukonenergy.ca/health-safety/certificate-of-recognition-cor

2.28 FIRST NATIONS EMPLOYMENT AND BUSINESS OPPORTUNITIES

“INTENTIONALLY DELETED”

http://yukonenergy.ca/health-safety/certificate-of-recognition-cor


SECTION 3: EVALUATION PROCESS AND CRITERIA

3.1 EVALUATION COMMITTEE

An evaluation committee comprised of Corporation staff and project participants will evaluate Proposals received. The Corporation reserves the right to include subject matter expert(s) and/or external consultant(s) as part of the evaluation committee, at the Corporation’s absolute discretion.

3.2 EVALUATION METHODOLOGY AND PROCESS

Proposals will be evaluated on the information received in the Proposal, only if received by the Closing Date and Time. The evaluation committee will review each Proposal to ensure compliance with the requirements of the Solicitation. The committee will use specific evaluation criteria to rate the various components of the Proposals.

Proposals may be further evaluated on information received through the Solicitation process, including but not limited to clarifications, additional information, telephone conversations, Proponent presentations, interviews and/or meetings with short listed Proponents.

3.3 PROPONENT INTERVIEWS

The Corporation reserves the right to conduct Proponent interviews as part of the evaluation process. The Corporation will not necessarily select any or all of the Proponents to take part in this process. Proponent(s) selected for interviews will be from a selection process through the evaluations and at the absolute discretion of the Corporation.

3.4 PROPONENT PRESENTATIONS

The Corporation reserves the right to request selected Proponent’s to perform presentations as part of the evaluation process. The Corporation will not necessarily select any or all of the Proponents to take part in this process. Proponent(s) selected to perform presentations will be from a selection process through the evaluations and at the absolute discretion of the Corporation.

3.5 EVALUATION CRITERIA

For the purposes of Proposal evaluation, the Corporation may take into account, in its absolute discretion, any or all of the information received from the Proponent under or pursuant to the Solicitation Documents, Corporation’s knowledge of, and/or past experience with the Proponent (including Proponent’s performance on previous contracts with the Corporation, if any), and any information about the Proponent received from third parties and deemed reliable by the Corporation.

The Proposal Evaluation Criteria, indicated below, describes the criteria, listed in their relative order of importance, which will be used by the Corporation to evaluate Proposals received in response to this Solicitation. The Corporation shall have no obligation to inform Proponents of the details of its evaluation process, or of the specific ranking assigned to any evaluated Proposal.


Non-Pricing Component (TF1)

The technical section of the proposals should be 20 pages or less not including CVs

Number Criteria Value

(Points) Comment

1. Corporate

Experience 150

Company's qualifications & experience in similar work:

Demonstrate clear evidence of your firm's ability to

complete the Scope of Work detailed above;

Demonstrate corporate experience in relation to the

design, modelling and evaluation of demand response

programs, managing the execution of demand response

programs, technical specification of demand response

technology, procurement and management of

equipment installation contractors; commissioning and

trouble-shooting demand response controllers,

customer communications and marketing (either directly

or in a support role)

Demonstrate experience with respect to working with

utilities in remote locations without smart metering

technology or a connection to the North American grid

and in cold, northern climate environment that

experience winter peaking due to heating loads

2. Work Team

Experience 300

Key members responsible for work:

Provide names and abridged CV’s (2 pages max) for Project Manager, key personnel and/or subcontractors who will be performing the work. Clearly show that the proposed project team has worked on the projects being presented to demonstrate corporate ability and experience

Demonstrated team members specific expertise relevant to the Scope of Work detailed above including the design, modelling and evaluation of demand response programs, managing the execution of demand response programs, technical specification of demand response technology, procurement and management of equipment installation contractors; commissioning and trouble-shooting demand response controllers, customer communications and marketing (either directly or in a support role)

Provide a statement committing proposed team members for the duration of the project

3.

Work

Approach and

Methodology

150

Demonstrate a clear understanding of the goals and deliverables of the project

Provide a clear and concise (3 pages max) description of the tools and processes the Project Manager will use


(scope, budget, schedule, quality) for each of the three project phases

Detailed methodology for a breakdown by sub tasks detailing how the scope of work will be realized (no page limit)

Review the proposed schedule and provide a sequence of tasks foreseen in the form of a Gantt chart (or table with equivalent amount of information)

Identify information required from the Corporation to meet the project objectives and address the Scope of Work

Provide a list of work exclusions other than already listed in this RFP (if any)

Provide a non-price component showing a detailed breakdown of hours by individual and task. This breakdown would be substantially similar to that provided for the price component but would NOT include unit rates or other pricing information

4. References 100 Provide 3 relevant external project references per the requirements in Section 5.5 (attached)

Sub-Total

Technical and

Organizational

700 Proposals scoring less than <450 (the “Threshold”) out of 700 points on the above items will be considered technically unacceptable and the pricing submission will not be evaluated.

Pricing Component (TF2) Proposals should demonstrate the best value for price submitted. Proposals that meet the Threshold on the Technical Evaluation will be further evaluated on price, as follows:

Number Criteria Value Comment

7. Price 300 Lowest Price proponent = Maximum Points

Proponent with lowest total price receives full point’s

allocation and is the baseline for other proponents scoring. 𝑃𝑟𝑜𝑝𝑜𝑛𝑒𝑛𝑡′𝑠 𝑆𝑐𝑜𝑟𝑒 =

𝐿𝑜𝑤𝑒𝑠𝑡 𝐵𝑖𝑑

𝑃𝑟𝑜𝑝𝑜𝑛𝑒𝑛𝑡′𝑠 𝐵𝑖𝑑× 300

Grand Total 1000


SECTION 4: SCOPE OF WORK

4.1 BACKGROUND

The Corporation and their partners would like to pilot internet connected and wi-fi enabled demand response technology to initiate set-backs of residential baseboard heating and hot water to decrease system peaks. The use of demand response as a tool for the utility to manage peak loads and decrease capacity requirements has not yet been explored in Yukon. The successful proponent would provide expertise in residential demand response programs to help guide Yukon Energy in planning, implementing and evaluating the territory’s first demand response program. The proponent is expected to have experience in:

• Design and implementation of a residential demand response program

• Modelling the effects of a residential demand response event on a utilities load profile

• Evaluating demand response programs

• Residential customer communication and service on DSM or demand response programs (either directly or in a support role)

• Managing contractors installing equipment in customer homes

• Working with utilities operating in the extreme cold climates, northern or remote locations, without smart metering infrastructure or connection to the North American electrical grid particularly with utilities that experience winter peaking due to heating loads.

• The value of the work is estimated at $500,000 including installation contractors.

This project is being managed by Yukon Energy with support from ATCO Electric Yukon, Yukon Development Corporation and Natural Resources Canada.

4.2 PROJECT DESCRIPTION

Yukon currently faces a capacity shortage under the single contingency (N-1) planning criterion and is facing increasing winter grid peaks. The project will pilot the use of internet connected, wi-fi enabled demand response technology to set-back residential electric baseboard heat and hot water to reduce system peaks instead of depending on thermal generation such as diesel or natural gas. This will reduce the use of expensive and GHG emitting thermal generation during winter peak periods when the demand on the grid is highest.

As the Yukon’s electrical grid is isolated, the utilities must be able to meet the electrical demand and are not able to purchase electricity on the market. Grid reliability is a critical safety consideration due to the extreme climate in the Territory. The requirement during cold and dark periods for highly reliable and dispatchable electricity precludes most renewable energy solutions such as solar and wind. Additionally, run of river hydro is typically unable to provide dependable capacity in the winter due to reduced inflows during this season. Therefore, typically, thermal generation such as diesel and LNG is the solution chosen resource to meet these strict reliability requirements.

Many demand response platforms rely on a smart metering infrastructure as the means of communicating between the utility and the end-use being controlled. As Yukon does not have smart meters, this has limited the utilities ability to implement a demand response program. New demand response technology has come on the market that is internet connected and wi-fi enabled.


The objective of this pilot is to:

• Evaluate the technical feasibility of using internet connected, wi-fi enabled demand response technology for setting back residential baseboard heat and hot water;

• Model and test the peak shifting effect of a demand response event;

• Test the reliability of the peak shifting effects of a demand response event; and

• Evaluate customer acceptance and experience of the demand response events.

The pilot is expected to recruit up to 400 households run for three years, with demand response events over the 2019/2020 and the 2020/2021 heating seasons. This project is being managed by Yukon Energy with support from ATCO Electric Yukon, Yukon Development Corporation and Natural Resources Canada.

4.3 GENERAL SCOPE OF WORK

Yukon Energy is seeking an expert consultant to design, manage and evaluate this pilot program. The scope of work for this project has been broken into three phases outlined below.

Phase 1 - Project Design

Phase 2 - Project Implementation

Phase 3 - Analysis and Reporting

4.4 DETAILED SCOPE OF WORK

Phase 1 – Project Design

Task 1.1 Detailed Pilot Design

Review the available internet connected, wi-fi enabled demand response technology and the requirements of the Yukon grid to design the pilot program. The program design document will include, but is not limited to:

• Technology review and selection including communications requirements for both Yukon Energy and participating customers.

• Design of demand response event and modelling of expected effects of the event on Yukon grid including snapback and cross effects

• Risk analysis of the program from both the utility and participating customer perspective including liability, data privacy and cyber security;

• Procurement and implementation plan;

• Detailed costing of the pilot including cost per unit and fixed versus variable costs.

• Design of a pilot analysis including data collection requirements and key indicators to evaluate the technical feasibility, reliability of peak shifting effect, customer acceptance and experience as well as any sub-metering required at the customer homes in addition to the demand response controllers.

• Training requirements for utility staff and installers;


• Protocol and instructions document to utility staff to initiate a demand response event.

The final report will include the specification document to be used by Yukon Energy in the procurement of the demand response technology and the qualifications required for the equipment installers for the pilot. Overall this report will be used as the guiding document for the pilot program.

Task 1.2 Equipment Procurement Support

Support Yukon Energy in the procurement of the equipment and of installers as per the specifications provided in Task 1.1.

Task 1.3 Installer Procurement

The successful proponent will be responsible for the hiring and management of the installers of the demand response equipment in participant’s homes.

Task 1.4 Customer Communication and Engagement Support

Support Yukon Energy in developing the engagement and communication materials required to both recruit participants and to inform registered participants of the requirements of the pilot. This will include eligibility criteria for participants, terms and conditions of participation.

Phase 2 – Project Implementation

Task 2.1 Equipment Installation

Manage the installation of the demand response equipment. Includes commissioning and testing of equipment prior to first demand response event.

Task 2.2 Demand Response Event Support

Provide support in during two demand response events per year to troubleshooting of technical challenges or customer experience issues encountered. YEC staff will execute the event and the proponent will monitor and be available for support to YEC staff during the event.

Task 2.3 Data Collection

Manage data collection and storage from the demand response events. Conduct preliminary analysis of data to ensure it will meet pilot program evaluation requirements

Task 2.4 Equipment Removal

If the evaluation of the pilot shows that the use of these controllers should not continue for any reason, the proponent will be tasked with managing the removal of the controllers from participant’s homes and any other decommissioning tasks required for either the customer or utility.

Phase 3 – Analysis and Reporting

Task 3.1 Interim Evaluation Report

Produce an Interim Evaluation Report after delivering the pilot during the first heating season as per the evaluation plan outlined in Task 1.1, including recommendations for changes to the pilot to be made before the second heating season.

Task 3.2 Final Evaluation Report


At the conclusion of the second heating season, a final report will be prepared with the full evaluation of the pilot as per the evaluation plan outlined in Task 1.1. The evaluation report will include, but is not limited to:

• Analysis of the effects of the demand response events on Yukon Energy’s peak load and any off peak changes after the demand response event, of particular interest is the possibility of creating a new peak.

• Customer acceptance and experience of set-backs to their heat and hot water temperatures.

4.5 PROJECT SCHEDULE

Task Estimated Dates

RFP Closes March 6, 2019

Contract Award and Kick off Estimated March 15, 2019

Program Design and Installer Procurement August 1, 2019

Participant Recruitment and Equipment Installation September – October 2019

Heating Season 1 (Two Demand Response Events) November 2019 – February 2020

Interim Evaluation Report April 2020

Heating Season 2 (Two Demand Response Events) November 2020 – February 2021

Final Evaluation Report April 2021

Equipment Removal (if required) June 2021

4.6 METHODOLOGY FOR DEFINING AND ESTIMATING THE WORK

Summary of Roles:

Yukon Energy Contractor

Overall pilot oversight and direction

Procurement of demand response controllers

Communications and marketing

Participant recruitment

Participant relations

Demand response event execution

Detailed pilot design

Pilot evaluation plan

Installer procurement and management

Equipment installation and commissioning

Demand response event support and trouble shooting

Participant technical support

Data management and storage

Participant eligibility criteria

Terms and conditions of participation

Pilot evaluation and recommendations


SECTION 5: SUBMISSION REQUIREMENTS

5.1 GENERAL

To provide the Corporation with complete information to enable comprehensive and accurate evaluation of the Proposals, Proponents should provide the information required by this Part 5 in their Proposal. Any additional information may be included at the Proponent’s discretion. Omission of any information that the Corporation deems as pertinent to the Proposal may cause the Proposal to be rejected in the Corporation’s sole discretion. Any supporting documentation such as personnel résumés or rate sheets should be attached as appendices and cross-referenced to the appropriate section of the Proposal.

5.2 EXECUTIVE SUMMARY

Proponents should include an Executive Summary of the key features of their Proposal which should include a brief description outlining how the Proponent considers itself to be uniquely capable of satisfying the Corporation’s Project requirements as set out in this Solicitation and the key strengths it will bring to the successful completion of the Project.

5.3 PROPONENT CREDENTIALS

Proponents are requested to provide clear evidence of their firm’s skills, experience, capacity and approach in performing the work as described in the Scope of Work.

Corporate Experience

Proponents should at least provide the following information:

a) general company overview, years in operation;

b) principal owners and senior executives;

c) management and operating strategy;

d) technical and equipment resources available for assignment to the Project;

e) current and pending projects, including status, size, proposed time of completion during the bidding stage and estimated time of completion, clarification in case there is a delay in completion timeline between bidding stage and actual completion;

f) List of all projects of similar nature completed during last 5 years detailing estimated time of completion during bidding stage and actual time of completion

g) methodology and approach to understanding the goals and needs of the Corporation;

h) any special reasons why the Proponent wishes to undertake the Project.

5.4 FINANCIAL / BUSINESS PROFILE

The Proponent should have a sound financial and business profile and the resources to successfully undertake and complete the Project. The Proponent should:

a) provide details of any outstanding claims or lawsuits against the Proponent

b) in case there is an outstanding claims or lawsuits against the Proponent, the proponent should demonstrate that it will not materially impact on the Proponent’s ability to perform the Services


c) provide details of any claims or lawsuits for last ten (10) years

5.5 REFERENCES

The Proponent shall provide three relevant external client references (current and/or past) and contact information in relation to its abilities and references for the lead individuals and key personnel of the project team.

Proponents should provide the company name of the reference, contact information (telephone, fax and e-mail), the position of the reference contact, and the date when the work was completed. The references should be completed using the forms provided in Section 6.

5.6 WORK TEAM EXPERIENCE

Proponents are requested to provide clear evidence of their firm’s ability to complete the Scope of Work detailed in Section 4 including the project team(s)’ skills, expertise and experience (certifications). The following outlines the qualifications of the work force the Proponent should present in order to be considered qualified to perform the Work. The qualifications identified herein are not all inclusive; it will be the Proponent’s responsibility to ensure its team members are properly qualified and supported to perform the Work.

a) Proponents are requested to supply names and CV’s of key personnel including the Project Manager, Construction Supervisor(s) and/or subcontractors they are proposing to perform the work. Where key members of the team are not employees of the Proponent, details of their contractual relationship to the Proponent must be supplied in accordance with Appendix 2;

b) Proponents are requested to comment on the availability and commitment of each individual for the duration of the project.

c) Proponents are requested to outline the proposed number of crews to be deployed to complete the work and the standard trades compliment for each crew.

d) Proponents are requested to list key crew members, their individual roles and expected involvement over the duration of the Work. Include brief resumes outlining education and overall work experience for these key members.

e) Proponent is requested to list those core team members who have worked together on similar work and outline their respective roles on this project.

f) Proponents are requested to provide detailed hourly rates, fees and living out allowance applicable to the supervisory personnel, trades and/or subcontractors they are proposing for the work in the TF2 price component submission.

5.7 WORK APPROACH AND METHODOLOGY

a) Proponents are requested to describe their proposed approach to completing this project, including but not limited to:

Demonstrating a clear understanding of project purpose, background, and requirements;

Details on the methodology (breakdown by major tasks as identified by the Proponent) selected to meet the objectives and complete the scope of work for this Project

b) Proponents are required to provide a detailed schedule (Gantt chart). The schedule shall be based on the planned outages as outlined in Section 4.5. The proponent should


demonstrate that the proposed Work is achievable within the duration of the planned outages.

c) Proponents are requested to provide a description of the Proponent’s methodology for managing and executing the Work

d) Proponents are requested to outline their QA and QC documentation exchange processes for review by the Corporation.


SECTION 6: FORMS OF PROPOSAL

Note: To obtain a copy of this Section 6, Forms of Proposal in Microsoft Word format, please send an e-mail to the Corporation’s Designate clearly stating your request.

These Forms of Proposal are provided as an outline as to what the Corporation requires from the Proponent to perform complete and comprehensive evaluations. Proponents may attach additional and/or supporting pages, as required to provide complete information within their Proposal submission, at the Proponent’s discretion. By submitting a Proposal, the Proponent warrants:

1. Proponent has carefully examined the Solicitation Documents together with all other factors affecting the Work and proposes to furnish the services as outlined in the RFP.

2. At the time of submitting this Proposal, there is no actual, apparent, or potential conflict of interest with the Corporation, except as disclosed in these Proposal Forms.

3. In the event of Proponent’s Proposal being accepted, the Proponent agrees to accept the terms and conditions as per the sample Form of Contract attached and enter into a Contract with the Corporation for the amounts specified in the Pricing Sheet(s) and/or Rate Sheet(s) (if applicable), or as otherwise agreed between the parties in a subsequent Contract.

4. This proposal, including pricing, shall remain valid and open for acceptance for a minimum of Ninety days (90) Business Days from the Closing and shall together with the Solicitation and Contract Template document attached form the basis of any contract which may be entered into between the Corporation and the selected Proponent.

5. Proponent acknowledges that the Corporation is subject to the Access to Information and Protection of Privacy (“ATIPP”) Yukon Act, and declares the following information and records submitted in its Proposal to constitute trade secrets or information, the disclosure of which could reasonably be expected to harm significantly its, or a third party's, competitive or negotiating position or result in any undue financial loss or gain:

Proposal Execution

Each corporate member of a Joint Venture should execute the Proposal Forms.


6.1 ADDENDA AND QUESTION AND ANSWER ACKNOWLEDGEMENT (TF1)

Proponent acknowledges receipt of, and has taken into consideration, the following Addenda and Question and Answer series issued through the Solicitation process:

Addenda #

R’cvd Q&A# R’cvd

Addenda #


Addenda #


Addenda #


Addenda #


Addenda #



6.2 MANDATORY REQUIREMENTS (TF1)

Full compliance with mandatory criteria is required in order for proposals to be further evaluated. 1. Mandatory Criteria

1.1 The Proponent must use the English language for all submittals, Bi-lingual documents in the two official Canadian languages are acceptable. Are you able to comply with this requirement?

Yes No


6.3 CONFLICT OF INTEREST AND RELATIONSHIP DISCLOSURE (TF1)

GENERAL RESERVATION OF RIGHTS

The Corporation reserves the right to disqualify any Proponent that in the Corporation’s opinion has a conflict of interest or an unfair advantage (including access to any confidential information not available to all Proponents), whether real, perceived, existing now or likely to arise in the future, or may permit the Proponent to continue and impose such conditions as the Corporation may consider to be in the public interest or otherwise required by the Corporation.

RELATIONSHIP OF DISCLOSURE

Each Proponent, including each member of the Proponent Team, should fully disclose all relationships they may have with the Corporation, or any other person providing advice or services to the Corporation with respect to the Project or any other matter that gives rise, or might give rise, to a conflict of interest or an unfair advantage:

a) by submission of completed Relationship Disclosure Forms with its Proposal; and

b) at any time during the Competitive Selection Process by written notice addressed to the Corporation’s designate Person promptly after becoming aware of any such relationship.

At the time of such disclosure, the Proponent will include sufficient information and documentation to demonstrate that appropriate measures have been, or will be, implemented to mitigate, minimize or eliminate the actual, perceived or potential conflict of interest or unfair advantage, as applicable. The Proponent will provide such additional information and documentation and implement such additional measures as the Corporation may require in its discretion in connection with the Corporations consideration of the disclosed relationship and proposed measures.


6.4 PROPOSAL FORM (TF1) – PROPOSAL SUBMISSION BY:

Legal Business Name: (Please Print)

Address:

City

Province/State

Postal Code/ZIP

Phone:

Fax:

Email:

Business Status: (please check Box)

Incorporated

Sole

Proprietorship

Partnership

Joint Venture

If Incorporated – Location and Date

If Joint Venture, indicate lead proponent and percentage participation of each member:

If a subsidiary, indicate subsidiary office address:

Contact Name for Proposal:

Contact Name Title:

Contact Phone Number:

Contact Email:

Contract Signatory & Title:

Union Certifications and Collective Agreement Expiry

IN WITNESS WHEREOF, Proponent has executed at ________this ___ day of __________, 2018.

Authorized Signatory(s)

(Print Name) (Signature)

(Print Name) (Signature)


6.5 CORPORATE EXPERIENCE (TF1)

(Proponents are encouraged to use additional sheets or provide their responses to reflect the order / structure of this submission format.)

1. Experience in the Work

2. Organizational Chart Displaying Key Personnel

3. Past, Current and Pending Projects of Similar Nature

4. Sound Financial and Business profile


6.6 REFERENCES (TF1)

Experience in Similar Relevant Work

Proponent is to provide a list of at least three (3) relevant external references for projects in similar scope and size to the Work contemplated in this Solicitation including when the work was completed, a description of the work, the client for whom the work was performed and a budgeted value for the work. External References Reference #1

Client Organization:

Contact Person:

Street Address:

Telephone #:

Email Address:

Description of Services:

Year Completed: Work Value:

Reference #2


Contact Person:

Street Address:

Telephone #:

Email Address:



Reference #3


Contact Person:

Street Address:

Telephone #:

Email Address:



The Proponent is to advise if any projects were delayed or ran over budget, the reasoning for the overrun(s), and the mitigation strategy that was employed to bring the project back on track. Additional information should be attached, referencing this Proposal Form.


6.7 WORK TEAM EXPERIENCE (TF1)


1. Team Configuration & Experience

2. Project Manager & key team members’ resumes

3. Subcontractor profiles (if applicable)


6.8 WORK APPROACH & METHODOLOGY (TF1)


1. Detailed Schedule (GANT Chart)

2. Work Breakdown Structure Defining Team & Equipment

3. Project & Schedule Management & Mitigation Measures


6.9 PRICING SUMMARY (TF2)

Proponents are required to provide pricing detail as stipulated and shown in APPENDIX 3 –PRICING DETAIL. It is expected that the proponent will travel to Whitehorse once for each phase of the project if required for a total of three trips. Travel costs should be presented separately. The above will be used to calculate the Pricing component of this Solicitation as indicated on the Pricing Component found in Section 3.5 of this Solicitation.

Prices will be in Canadian dollars and will include all applicable duties and taxes, and all costs of performing the Work, excluding GST.


6.10 DECLARATION OF SUBCONTRACTORS (TF1)

If applicable, the proponent should submit a list of sub-contractors it intends to use in providing the services described in this RFP by completing the Declaration of Sub-Contractors, for approval by Corporation. Corporation reserves the right to withhold approval of such sub-contractors.

The proponent is responsible for supervising and coordinating all projects and/or services that they may delegate to the sub-contractors to ensure the services are provided to Corporation in a seamless manner.

Indicate the quality control measures and contract resolution processes you have in place for sub-contractors.

The goods and or services in this proposal will be provided solely by the company named in Appendix 1 – Proponent Information and Acknowledgement.

Sub-contractors will be used to provide the goods and/ or services described in this proposal.

Companies called on as Sub-Contractors to collaborate in the execution of the proposed services.

Name:

Contact Person: Title:

Phone Number: Fax Number:

E-mail Address:

Address:

City: Province: Postal Code:

Description of services provided:

% of services the Sub-Contractor will be providing: ______%


6.11 RATE SHEET – CHANGE ORDERS / ADDITIONAL WORK (TF2)

The Corporation may, with the agreement of the Proponent, add additional work on a time and materials basis if required.

A. Personnel Rates Sheet Proponent is to provide Personnel rates are to be all inclusive of benefits, overhead, mark-up and all other employee and/or subcontractor related costs.

Personnel by Occupation Hourly Overtime Double Time

B. Equipment / Tools Rate Sheet(s) Proponent is to provide tools and equipment rates are to be all inclusive of labour, overhead, mark-up and or subcontractor related costs. Proponents are to provide separate rate sheets for tools and equipment rates for subcontractor.

Equipment / Tools Hourly Daily Monthly

Proponent is to identify and quantify any additional costs not identified in the rates above.

C. Expenses

Proponent to advise how all expenses are handled. Per Person, at cost or with a mark-up.

Description Per Diems / Lump Sum / Mark-Up

Ground Transportation

Accommodation

Meals (Per Diem)

Flights

Other

NOTE: Price information as contained in Sections 6.4 and 6.5 is to be submitted in the TF2 Price Envelope (if submitted by hard copy) or the Price Email (electronic copy) only.


APPENDICES

The following Appendices are attached to this Solicitation and form part of the Solicitation. The Appendices provide additional details as to the requirements and details of the Work, and should be reviewed in detail by the Proponent prior to submitting a Proposal.

APPENDIX 1 - LETTER OF INTENT TO RESPOND

APPENDIX 2 - RELATIONSHIP DISCLOSURE FORM

APPENDIX 3 - PRICING DETAIL

APPENDIX 4 - FORM OF CONTRACT


APPENDIX 1 – LETTER OF INTENT TO RESPOND

RFP 2019-006 Residential Demand Response Pilot

Send to the Following Email: [email protected]

This document certifies that the following proponent intends to respond to the Transmission Line Refurbishment Installation Contractor RFP

Name of Company/Individual:

Street Address:

City:

Province/State

Postal Code/Zip

Telephone Contact Number:

Email Address:

Signed By:

Name: (Please Print)

Title:

Note: Only those Proponents who indicate their intent to respond will receive subsequent information.



APPENDIX 2 – RELATIONSHIP DISCLOSURE FORM The Proponent declares on its own behalf and on behalf of each member of the Proponent Team that:

(a) this declaration is made to the best of the knowledge of the Proponent and, with respect to relationships of each member of the Proponent Team, to the best of the knowledge of that member;

(b) the following is a full disclosure of all known relationships the Proponent and each member of the Proponent Team has, or has had, with:

1) the Corporation;

2) any current employees, shareholders, directors or officers, as applicable, of the Corporation;

3) any former shareholders, directors or officers, as applicable, of the Corporation, who ceased to hold such position within two calendar years prior to the Submission Time for the Submission; and

4) any other person who, on behalf of the Corporation, has been involved in the Competitive Selection Process or the design, planning or implementation of the Project.

Name of Proponent Team Member

Name of Party with relationship (e.g., list

Corporation, Other Party)

Details of the Nature of the Relationship with the Party/Person (e.g., Proponent Team

Member was an advisor to the Party from 2009-2011)

This form must be completed by the Proponent Team on its own behalf and on behalf of

each member of the Proponent Team.


(Each Proponent Team to submit one Relationship Disclosure Form. Add additional pages as required. Corporate disclosures only need to be provided once and not repeated for every individual of that company).

Name of Proponent:

Name of Proponent Firm:

Address:

Email Address:

Telephone:

Name of Authorized Signatory for Proponent:

<INSERT CONTRACTING AUTHORITY LOGO>

Contract #17013 Whitehorse Generating Station #4 Capacity Increase – Desktop Study 1

CONSULTING CONTRACT NO. <XXXXX>

This Consulting Contract (the “Contract”) is made effective as of <Month, Day, Year> (the “Effective Date”) and is entered into

BETWEEN

YUKON ENERGY CORPORATION, having its place of business at 2 Miles Canyon Road, P.O.

Box 5920, Whitehorse YT Y1A 6S7 (hereinafter referred to as the “Corporation”)

AND

<Legal Name of Company> a company duly incorporated under the laws of Canada<or could be Province>, having an office at <street address>, in the city of <City>, Province of <which Province> <Postal Code> (hereinafter referred to as the “Consultant”)

WHEREAS:

1. The Corporation issued a <Negotiated> Request for Proposal, <N>RFP 201X-XXX<Description> (the “<N>RFP”), on <Day of Week> <Month> <Day>, 20XX. TheConsultant responded with a detailed written proposal dated <Day of Week><Month> <Day>, 20XX;

2. In accordance with the procedures set forth in the <N>RFP, Consultant andCorporation have agreed upon a confirmed scope of work (as described herein andin the Schedules hereto, (the “Work”), upon which the Parties have agreed; and

3. The Corporation wishes to engage the Services of the Consultant on the termsand conditions and understandings hereinafter set forth.

NOW THEREFORE THIS CONTRACT WITNESSES THAT in consideration of the terms set out in this Contract and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Corporation and Consultant hereto agree as follows:

1. TERMS OF ENGAGEMENT

1.1 The Term of this Contract shall begin on the Effective Date and terminate on <Month,Day, Year> unless terminated earlier in accordance with this Contract.

1.2 The Corporation and the Consultant may elect to extend the term of this Contract bymutual consent by the parties.

1.3 References herein to this “Contract” means the main text of this Contract and theschedules, being:

APPENDIX 4

Contract #<XXXXX> <Description> 2

Schedule A - FEES AND DISBURSEMENTS

Schedule B - SCOPE OF WORK

Schedule C - <Consultant Proposal Submission>

1.4 In consideration for the remuneration hereinafter set out, the Consultant agrees to make

available Services as described in Schedule B, Scope of Work, “<Identify clearly in a short statement the Scope of Work>” (the “Services”) to the Corporation, provide advice with respect to the provision of Services as required, and other Services as may be requested by the Corporation.

1.5 This Contract represents the entire Contract between the Corporation and the Consultant.

1.6 The Services provided by the Consultant under the terms of this Contract will be authorized by the Corporation. The Consultant will not, without the prior written authorization from the Corporation, cause the Corporation to commit any funds or to incur any liability.

1.7 The Consultant agrees to act in the best interest of the Corporation and will devote time, effort, skill, attention and energies to carrying out the duties and responsibilities. As part of those responsibilities, the Consultant will provide any and all information requested in a timely fashion and the Consultant will conduct its business in a professional and reputable manner. Failure to comply with these requirements may be cause for termination of this Contract as provided for herein.

2. STATUS OF THE CONSULTANT

The Consultant is an independent Consultant and is not the servant, employee or agent of the Corporation. The Consultant will pay any and all taxes (including GST), Canada Pension Plan premiums or contributions, and any other statutory payments or assessments payable by virtue of the Consultant’s engagement hereunder. The Consultant agrees to indemnify and hold harmless the Corporation from any and all claims or demands for taxes, premiums or other statutory payments or assessments that may be made against the Corporation on behalf of the Consultant.

2.1 The Consultant may provide the Services at the Consultant’s place of business or at the Corporation’s place of business in Whitehorse, Yukon or at such other place or places as may be required from time to time by the Corporation.

3. SUBCONTRACTORS/SUBCONSULTANTS

3.1 The Consultant may hire or engage one or more subcontractor(s)/subconsultant(s) to perform any or all of its obligations under this Contract; provided, that:

3.1.1 that the Consultant shall use the same degree of care in selecting any such subcontractor(s)/subconsultant(s) as it would if such subcontractor(s)/subconsultant(s) was being retained to provide similar services to the Consultant; and


3.1.2 that the Consultant shall in all cases remain responsible for all of its obligations under this Contract with respect to the scope of the Services.

3.2 The Consultant shall require each subcontractor/subconsultant, to the extent of the Work to be performed by the subcontractor/subconsultant, to be bound to the Consultant by the terms of any Contract, and to assume toward the Consultant all the obligations and responsibilities which the Consultant, by this Contract, assumes toward the Corporation. Said Contract shall preserve and protect the rights of the Corporation under the Contract with respect to the Work to be performed by the subcontractor/subconsultant so that the subcontracting thereof will not prejudice such rights.

4. GENERAL PROVISIONS 4.1 Unless otherwise specified, this Contract shall be governed by the laws of the Yukon

and the Consultant will hereby attorn to the jurisdiction of the Yukon Courts.

4.2 The Corporation and the Consultant respectively bind themselves, their partners, successors, assigns and legal representatives to the other party to this Contract to the partners, successors, assigns and legal representatives of all such other parties with respect to all terms and conditions of this Contract.

4.3 Neither party to this Contract may assign any of its rights or obligations under this

Contract without the prior written consent of the other party, which consent may be unreasonably withheld, except that either party may assign this Contract or any of its rights or obligations to any of its subsidiaries and/or affiliated companies without consent of the other party.

4.4 This Contract and any Schedules hereto, constitute the entire Contract between the

Corporation and the Consultant and no other representations or Contracts, oral or otherwise, exist between the parties with respect to the subject matter of this Contract unless referred to in the Contract.

4.5 This Contract may be amended only by written instrument signed by both the Corporation and the Consultant.

4.6 The Consultant has no authority to make any statements, representations or commitments of any kind or take any action that will bind the Corporation.

4.7 No condoning, excusing or waiver by any party of any default, breach of non-observance by any other party at any time or times in respect of any covenant or condition contained in this Contract will operate as a waiver of that party’s rights in respect of any continuing or subsequent default, breach of non-observance, or so as to defeat or affect in any way the rights of that party in respect of any such continuing or subsequent defaults, breach of non-observance, and no waiver will be inferred from or implied by anything done or omitted to be done by the party having those rights.

4.8 If any provision of this Contract or the application thereof to any person or circumstance to any extent is invalid or unenforceable, the remainder of this Contract or the application of that provision to any other person or circumstance other than those in respect of which it is held invalid or unenforceable will not be affected thereby and each provision of this Contract is separately valid and enforceable to the fullest extent permitted by law.


5. FEES AND REIMBURSABLE EXPENSES

5.1 The Corporation agrees to pay the Consultant for Services performed in accordance with

the terms of this Contract, and in accordance with the rates set out in Schedule “A” attached to this Contract. The Consultant will accept such payment as full payment and full reimbursement for the Services performed under this Contract.

5.2 The Consultant agrees that any and all changes that are deemed minor by both parties and necessary in the completion of the Services covered under the Contract will be included within the price and rates quoted in the Contract, unless otherwise mutually agreed by the Change Order.

5.3 If the Corporation considers it appropriate, the Consultant may be required to submit monthly progress/milestone reports with payment invoices.

5.4 The Corporation may require that invoices are allocated into multiple cost codes, which will be provided to the Consultant.

5.5 Changes to the Services shall only be made on receipt of written instructions from the Corporation. Any resulting adjustment to the agreed price shall be agreed upon by the Corporation and the Consultant and will represent the reasonable and proper costs incurred by or savings accruing to the Consultant using the rates submitted in the proposal.

5. TERMINATION, SUSPENSION OR ABANDONMENT

5.1 The Corporation, at its sole discretion, may by providing written notice to the Consultant

suspend the Services in whole or part or suspend this Contract. Upon receipt of such notice, the Consultant shall immediately discontinue its work on the suspended Services and continue to perform all other Services that have not been suspended. The Corporation may, by written notice, require the Consultant to resume some or all of the suspended Services in accordance with the notice.

5.2 The Corporation, at its sole discretion, may by providing a minimum of thirty (30) days written notice to the Consultant terminate all or any part of this Contract or the Service. Such notice may specify the scope of the termination and will specify the effective date of such termination. Upon receipt of such notice, the Consultant shall immediately discontinue the Services in accordance with the notice.

5.3 If the Services or this Contract are suspended or terminated in whole or in part pursuant to this section, the Consultant shall take all steps necessary to minimize the costs associated with such termination or suspension.

5.4 In the event of termination of this Contract, the Consultant shall be compensated within thirty (30) days of the date that an invoice is rendered for all Services performed to the date of termination, together with reimbursable expenses then due to the Consultant provided such Services and expenses have been properly documented and justified to the Corporation’s satisfaction.


6. INDEMNIFICATION

6.1. The Consultant will indemnify and save harmless the Corporation, its successors, assigns, directors, officers, agents, employees, and authorized representatives and each of them from and against any and all claims, demands, losses, costs, damages, actions, suits, or proceedings whether directly or indirectly caused or incurred, related to or occasioned by, arising or resulting from and to the extent of any negligent error omission or act of the Consultant, any sub-consultant and their respective servants, agents and employees in the performance of the Contract, excepting liability arising out of any error, omission or negligent act of the Corporation, its successors, assigns, agents, employees and authorized representatives. Notwithstanding and superseding anything to the contrary on this Contract:

6.1.1. The aggregate liability of the Consultant arising out of the performance or non-performance of the Services or otherwise in connection with this Contract is limited to the sum of the amount of the professional fees paid to the Consultant pursuant to this Agreement up to $XXXXXX and 10% of such fees paid in excess of $XXXXXX;

6.1.2. Provided that in no event will the Consultant’s aggregate liability exceed $1,000,000; Consultants liability for claims or losses covered by the insurance policies referred to in Clause 7. (a) (b) and (c) shall not be subject to Clause 6.1 and shall instead be limited to the proceeds of insurance up to the amounts specified in Clause 7. (a) (b) and (c).

6.2 The Corporation shall indemnify and save harmless the Consultant, its successors,

assigns, agents, employees and authorized representatives and each of them from and against any and all claims, demands, losses, costs, damages, actions, suits or proceedings whether directly or indirectly caused or incurred, related to or occasioned by, arising or resulting from any error, omission or negligent act of the Corporation or its servants, agents and employees in the performance of this Contract, excepting liability arising out of any negligent error, omission or negligent act of the Consultant, its successors, assigns, agents, employees and authorized representatives.

6.3 The indemnity provided by the Consultant in this Section 6 will survive the expiration or termination of this Contract for a period of one year.

6.4 The Consultant shall perform the Services (a) with due care and skill in accordance with the standard of care and skill normally exercised by professional engineers providing similar services on projects of similar scope and complexity and in comparable locations, and (b) re-perform any Services that fail to comply with this standard of care if the Corporation gives the Consultant notice of such failure within twelve months of performance of such Services.

6.5 The Corporation or any person authorized by the Corporation will have the right, at all

reasonable times, to inspect or otherwise review the Services performed, or being performed, and the premises and locations where the Services are being performed. No review or approval by or on behalf of the Corporation will have the effect of relieving the Consultant of its responsibilities and obligations under this Contract. No review or approval by the Corporation will be deemed to be a waiver or release of any rights that


the Corporation may have against the Consultant; save to the extent that the Corporation expressly waives such rights or releases the Consultant in writing.

7. INSURANCE 7.1 Before commencing the Work, Consultant shall obtain and maintain the following

insurance policies during the term of the Contract: 7.1.1 A commercial general liability policy, in an amount for each and every occurrence

of $2 million for each and every occurrence and in the aggregate, with a standard form cross liability clause and a broad form property damage endorsement, the latter in an amount equal to the full policy limit. The policy will name Yukon Energy Corporation as an additional insured with respect to liabilities that arise out of Consultant’s operations, and shall contain cross liability and severability of interest clauses or equivalent wording;

7.1.2 Automobile insurance covering liability for bodily injury, including death, or property

damage to third parties arising out of ownership, use or operation of Consultant owned or leased licensed motor vehicles of $2 million inclusive;

7.1.3 Property insurance covering loss or damage to tools, property and equipment of

Consultant or for which Consultant is legally liable or responsible of an amount equal to the full replacement value of such tools, property and equipment with a waiver of the insurer's rights of subrogation against the Corporation.

7.1.4 A Professional Liability Insurance policy in an amount of $1 million per claim and

in the aggregate, to cover damages because of any error, omission or negligent act in professional services rendered by the Consultant. Coverage will be maintained for at least twenty four (24) months after completion of the Work or earlier termination of the Contract.

7.2. Consultant shall within fourteen (14) days following a request by Corporation’s

Designate, provide a completed Certificate of Insurance evidencing Consultant's compliance with this clause, except that no evidence of automobile insurance is required unless evidence of such insurance is specifically requested.

7.3. Consultant shall be solely responsible for determining the appropriate type and amount of insurance that Consultant should have in place from time to time, but must maintain during the term of the Contract at least the amount and type of insurance it is required to maintain under this clause.

7.4. Consultant shall be responsible for the full amount of all deductibles of all insurance policies required. Failure to furnish proof of insurance shall be considered a breach of the Contract, allowing the Corporation to obtain such insurance and charge the cost to the Consultant, or to terminate the Contract at the Corporation’s absolution discretion.

8. WORKER’S COMPENSATION

8.1 Requirements for Consultants Registered Outside the Yukon

If the Consultant is to perform any work on the Corporation’s site including but not limited to delivery, assembly, installation and/or unloading of deliverables, Consultant shall within


ten (10) days of the award of a Contract and before commencing work on site, provide a Letter of Compliance issued by the Yukon Workers’ Compensation Health and Safety Board (“YWCHSB”), including but not limited to:

an account number and/or Letter of Compliance from YWCHSB to confirm registration in Yukon;

a statement from WCB that the Consultant and any sub-contractors are registered and in good standing in their home province;

confirmation that all persons performing the Work who are not covered by the Workers Compensation Act are covered under personal optional protection coverage available through WCB.

8.2 Requirements for Consultants Performing Work in the Yukon

If the Consultant is to perform any work on the Corporation’s site including but not limited to delivery, assembly, installation and/or unloading of deliverables, Consultant shall within ten (10) days of the award of a Contract and before commencing work on site, and at any time on the request of the Corporation, provide evidence of certification by the Yukon Workers’ Compensation Health and Safety Board (“YWCHSB”), including but not limited to:

if the Consultant will be performing work on the Corporation’s site that does not exceed ten (10) days per year, a statement from the YWCHSB that the Consultant is registered with the YWCHSB;

if the Consultant will be performing work on the Corporation’s site that exceeds ten (10) days per year, a statement and/or certificate from the YWCHSB that the Consultant and all sub-contractors are registered and in good standing, and that all workers performing the Work are covered by the Consultant’s or sub-’s workers compensation through the YWCHSB;

confirmation that all persons performing the Work who are not covered by the YWCHSB are covered under personal optional protection coverage available through YWCHSB.

8.3 Responsibility

The Consultant shall be responsible for the safe performance of all the Work and the safety of all persons engaged in the Work and shall comply with all applicable safety provisions of the applicable Workers’ Compensation Board(s) and safety regulations issued by the Corporation for the Work site.

8.4 On-Line Safety Orientation

Consultant is required to complete the Corporation on-line safety orientation prior to commencing any work on the Corporation’s premises. The orientation may be found at the following link. YEC On-Line Safety Orientation

9. COMPLIANCE WITH THE OCCUPATIONAL HEALTH AND SAFETY ACT

9.1. The Consultant shall confirm it will comply with all the provisions of the Yukon

Occupational Health and Safety Act, regulations and codes, and all amendments thereto, now or hereafter, made there under the said act and shall confirm it will indemnify the Corporation in respect to all matters arising out of or in connection with failure of the

http://youryukon.com/orientation/


Consultant to comply in all respects with applicable provisions of the said act, regulations and codes.

9.2. If the Consultant is to perform any work on the Corporation’s site, the Consultant shall comply with all applicable safety regulations issued by the Corporation. For the purpose of this general condition, the term "safety regulations" includes any and all operating order, work protection practices, lockout procedures, and any other safety requirements that may be required or regulated whether municipally, provincially, federally, or otherwise. The Consultant shall be solely responsible for the safe performance of all the work and the safety of all persons engaged in the work and shall ensure all safety laws, regulations and requirements are implemented and adhered to through the performance of the Contract.

9.3. Prior to commencing any work on the Corporation’s site, the Consultant shall ensure that all on-site personnel and sub-consultant personnel shall participate in the Corporation’s contractor safety orientation (available on-line or in person), or have previously participated in a Corporation contractor safety orientation within the past three years. The contractor safety orientation is specific to the Corporation’s properties, sites, equipment, hazards, precautionary measures, emergency protocols, job safety analysis requirements, tailboard requirements and security requirements and can be accessed the Corporation Project Manager.

9.4. The Consultant shall immediately notify the Corporation in writing of any incidents or circumstances described herein, and about any claims made, and the Consultant shall obtain a release in the names of the Corporation and the Consultant.

10. CONFIDENTIALITY 10.1. In the course of this Contract, the Consultant may acquire confidential information with

respect to the work or the Corporation’s business operations, including without restriction, costing information, strategic plans and product services. Any information given to or reviewed by the Consultant for the purposes of this Contract shall be considered as confidential and privileged by the Consultant and Sub-consultant(s) and shall include all information relating to the work and any process, technology or system relating thereto, the design, construction, operation, maintenance or any other aspect of the Services or the work or relating to the nature of the Corporation’s business and affairs that the Consultant, either directly or indirectly, receives or acquires from the Corporation or from anyone on behalf of the Corporation either in writing or verbally or through observation of the Corporation facilities or rights of way, except information falling into any one of the following categories: 10.1.1. Information that the Consultant demonstrates was in its possession on a non-

confidential basis prior to receipt or acquisition of such information from the Corporation;

10.1.2. Information that is lawfully in the public domain at the time of receipt by the Consultant of such information from the Corporation;

10.1.3. Information that upon the Consultant’s receipt or acquisition from the Corporation, becomes part of the public domain through no act of the Consultant


or of any third party under an obligation or confidence with respect to such information, but only after such information becomes part of the public domain;

10.1.4. Information that upon the Consultant’s receipt or acquisition from the Corporation, is lawfully obtained by the Consultant from a third party, provided that such third party is under no obligation of confidence with respect to such information;

10.1.5. Information that the Corporation is required to disclose pursuant to the Personal Information Protection and Electronic Documents Act (“PIPEDA”) or other legislation.

10.2. The Consultant shall keep all confidential information in confidence and shall not disclose it to others without the prior written consent of the Corporation and the Consultant shall not use the confidential information except in the performance of the Services.

10.3. The Consultant may disclose the confidential information to those of its employees, Sub-consultant(s) or suppliers and their respective employees to whom disclosure is required for the Consultant to perform the Services provided that the Consultant shall ensure that its employees, Sub-consultant(s) and suppliers keep confidential information in confidence and shall not disclose it to others without prior written consent of the Corporation.

10.4. The Consultant shall not use the Corporation’s name, registered or unregistered trademarks or any of the Corporation’s slogans or logos in any advertising or promotional materials or publicity releases, and shall not take, permit to be taken or use any photographs of the Corporation facilities without the prior written approval of the Corporation.

10.5. Any documentation relating to the work that is in the custody or under the control of the Corporation is subject to the Personal Information Protection and Electronic Documents Act (“PIPEDA”). Except as stated above in this section, and subject to the Personal Information Protection and Electronic Documents Act (“PIPEDA”), all information submitted by the Consultant to the Corporation will be considered confidential during the term of this Contract.

11. AUTHORSHIP AND USE OF DOCUMENTS 11.1. Reports, plans, sketches, drawings, graphic representations and specifications as

instruments of Service prepared by the Consultant pursuant to this Contract (the “Documents”) are and shall belong to the Corporation. The copyright in such Documents shall belong to the Corporation and such copyright shall continue for fifty (50) years from the date of their first publication. The Consultant may retain one copy of such Documents for its records.

11.2. The Corporation may use the Documents for any other purposes and the Corporation and Consultant shall agree on the fees for any Services necessary to properly revise the Documents for such use. If the Corporation and Consultant are unable to reach such an agreement, the Corporation may retain another Consultant for the purpose of revising the Documents for such alteration, addition or deletion, as it deems fit.


11.3. The Documents referred to above include Documents prepared by Sub-consultant(s) as

well.

11.4. The Corporation shall indemnify and save harmless the Consultant and Sub-consultant(s) from and against any costs, damages, actions, suits or proceedings arising out of any modification or revision of the plans, sketches, drawings, graphic representations and specifications made pursuant to this section made by the Corporation other than by the Consultant or the Sub-consultant(s).

11.5. Submission or distribution of the Documents to meet official regulatory requirements or for other purposes in connection with the Corporation’s requirements in accordance with this Contract will not be construed as publication in disparagement of the Corporation’s rights.

12. INTELLECTUAL PROPERTY 12.1. All information and data, in any form, prepared by the Consultant pursuant to this

Contract, together with all designs or materials capable of intellectual property protection, prepared, developed or created by the Consultant, its employees or agents during the performance of and/or pursuant to this Contract shall automatically become the property of the Corporation unless specifically noted otherwise in this Contract.

13. DISPUTES

13.1 Amicable Negotiation. Each party will make bona fide efforts to resolve any disputes

arising among them by amicable negotiations and provide frank, candid and timely disclosure of all relevant facts, information and documents to facilitate those negotiations. The parties will use their best efforts to conduct any dispute resolution procedures under this Contract as efficiently and cost effectively as possible. If there is a dispute among the parties under this Contract, a party will provide written notice (the “Dispute Notice”) to the other party to the dispute of the nature of the dispute.

13.2 Reference to Senior Officials. If a dispute cannot be resolved between the parties within 5 working days after the date of receipt of the Dispute Notice, the parties will attempt to resolve the dispute with the assistance of one senior official from each party to the dispute. The place of discussion will be Whitehorse, Yukon, unless the senior officials otherwise agree. Each party will bear its own costs of the discussion. The results of the discussion will be non-binding and will be reported to the parties forthwith.

13.3 Mediation. If a dispute cannot be resolved under above section within 10 working days of receipt of the Dispute Notice, either party may give notice to the other party of a desire to commence mediation and the parties will jointly appoint a mutually acceptable mediator within 5 working days after such notice is given.

13.4 Arbitration. If a dispute cannot be resolved under above section within 20 working days of a mediation under above section, either party may, by written notice to the other party, commence arbitration. Arbitration will be administered under the Arbitration Act (Yukon). The place of arbitration will be Whitehorse, Yukon. Each party will bear its own costs of the arbitration and any additional costs of the arbitrator(s) will be borne equally by each of the parties. Arbitration will be final and binding on the parties. Notwithstanding the foregoing, either party may at any time, prior to the first


face to face meeting of the Parties and the arbitrator, under this section 13 refer the dispute being arbitrated to the courts for resolution.

13.5 Confidentiality. All negotiations and/or matters relating to the arbitration under this Contract will be kept confidential and will not be disclosed to any other persons except those persons authorized in writing by the parties.

13.6 Continued Performance. For greater certainty the parties will continue to perform their respective obligations under this Contract while a dispute under this Contract is being resolved.

14. FORCE MAJEURE

14.1 Neither party shall be responsible for any delay or failure to perform its obligations under this Contract where such delay is due to fire, flood, explosion, war, embargo, government action, act of public authority, act of god, or to any other cause beyond its control, except labour disruption.

14.2 In the event Force Majeure occurs, the party who is delayed or fails to perform shall give prompt notice to the other party and shall take all reasonable steps to eliminate the cause.

14.3 Should the Force Majeure event last longer than thirty (30) days, the Corporation may terminate this Contract by notice to the Consultant without further liability, expense or cost of any kind except for the fees and expenses incurred to the date of termination and demobilization costs.

15. NOTICE

15.1 For the purpose of this Contract, any notices required to be given to the Corporation may be sent by email to Project Authority who for this Contract is <Name>, <Title>, with an email address of [email protected], along with a copy to [email protected] or personally delivered, sent by prepaid registered post addressed to the Corporation at the address indicated on Page 1 of this Contract.

16. GOVERNING LAW

16.1 This Agreement shall be governed by, subject to and interpreted in accordance with the laws of the Yukon Territory and the federal laws of Canada applicable therein.

17. COUNTERPARTS

17.1 This Contract may be executed in multiple copies, each of which will be deemed an original, and all of which taken together will constitute one single agreement.

In witness whereof the parties hereto have executed this Contract as of the dates listed below:

YUKON ENERGY CORPORATION <LEGAL NAME OF ORGANIZATION>




Signature Signature

<Name of Signator>

Please Print Name Please Print Name

<Title>

Title Title

Date Date


SCHEDULE “A”

FEES AND DISBURSEMENTS TIMING OF PAYMENT

A.1 The Corporation shall pay the Consultant for Services completed and invoiced as outlined below when approved by the Project Manager. Please quote the Contract number on all invoices and all correspondence submitted to the Corporation.

A.2 Invoices can be mailed to: Yukon Energy Corporation, P.O. Box 5920, Whitehorse, Yukon Y1A6S7 or emailed to [email protected]



SCHEDULE “B”

SCOPE OF WORK

TBA


SCHEDULE “C”

CONSULTANT PROPOSAL SUBMISSION

Reference RFP 201X-XXX <Description> submission dated <Month> <Day>, 201X as attached.