INDEPENDENT SYSTEM OPERATOR, operating as Alberta Electric System Operator (the "AESO") REQUEST FOR PROPOSALS FOR

Transcription

1 INDEPENDENT SYSTEM OPERATOR, operating as Alberta Electric System Operator (the "AESO") REQUEST FOR PROPOSALS FOR Consulting Services for the Regional Electricity Cooperation and Strategic Infrastructure Initiative (RECSI) Solicitation Number: AESO_CC2016-RECSI MERX Reference Number: PR RECSI Services - Date Issued: December 01, 2016 Proposal Submission Deadline: January 18, 2017 Make all inquiries and send all questions to: Jacques Duchesne Renewables Advisor Jacques.Duchesne@aeso.ca

2 TABLE OF CONTENTS Page 1.0 GENERAL REQUEST FOR PROPOSAL INFORMATION RFP Objectives THE RFP DOCUMENTS Definitions Interpretation Documents Priority of Documents Distribution of Documents Electronic Distribution Investigation by Bidder; Information Provided by the AESO No Liability No Obligation to Proceed THE RFP PROCESS Timetable Clarification and Questions Related to the RFP Documents Receipt Confirmation Contact Person/Prohibited Contacts Public Statements and News Releases No Lobbying Addenda/Changes to the RFP Documents Disclosure Issues Bidder's Consent to Use of Personal Information AESO Confidentiality Issues i-

3 TABLE OF CONTENTS (continued) Page 3.11 Governing Law, Attornment and Limit on Liability Bidders' Costs Delays and Costs of Delay Clarification and Verification of Bidder's Proposal Proposal Validity period MERX Account Disclaimer PROPOSAL CONTENT AND FORMAT General Format of Proposal PROPOSAL SUBMISSION, WITHDRAWAL AND MODIFICATION Submission of Proposal Withdrawal of Proposal Amendment of Proposal Proposal Irrevocability PROPOSAL OPENING AND EVALUATION OF PROPOSALS Opening of Proposals Evaluation Team Steps in the Evaluation Process GENERAL EVALUATION AND DISQUALIFICATION PROVISIONS Discretion in Determining Compliance and Ranking Disqualification SUCCESSFUL BIDDER ii-

4 TABLE OF CONTENTS (continued) Page 9.0 RIGHTS OF THE AESO AGREEMENT FINALIZATION AND DEBRIEFING Agreement Finalization Notification if Not Successful iii-

5 REQUEST FOR PROPOSALS INSTRUCTIONS TO BIDDERS 1.0 GENERAL REQUEST FOR PROPOSAL INFORMATION 1.1 RFP BACKGROUND AND SCOPE The Alberta Electric System Operator ( AESO ) is issuing this ( RFP ) to select a consultant (the "Consultant ) to execute the RECSI Study (the "Study ). The AESO is acting on behalf of the RECSI project Steering and Technical Advisory Committees, which represent the four Western provinces: British Columbia, Alberta, Saskatchewan and Manitoba, and the Government of Canada represented by Natural Resources Canada. The main objective is to evaluate and rank the most promising electricity infrastructure projects in the Western provinces with the potential to assist Alberta and Saskatchewan transition to a sustainable non-emitting electricity generation portfolio. Technical and economic studies for the identified projects in Schedule "F" will be undertaken to provide an analytical basis in order to rank the projects based on their GHG reductions. A common methodology for identifying the costs and benefits of each project will be developed and relative cost/benefit analysis of the projects in Schedule "F" will be undertaken. Regulatory issues which will possibly need to be addressed to realize the infrastructure projects will be identified. The detailed development and implementation of regulatory framework is out of scope for this Study STUDY MANAGEMENT AND ROLES Governance of the Western RECSI Study includes a Steering Committee and a Technical Advisory Committee ("TAC"). The Steering Committee provides project scope, direction and oversight while the TAC provides technical guidance. AESO will administer the contract. In addition, AESO will be responsible for payment to the Consultant and administration of the terms of the contract. Where appropriate, the AESO will seek input from the RECSI project Steering and Technical Advisory Committees; comprised of representatives from the respective province or following organizations: - BC Hydro - Alberta Electric System Operator (AESO) - SaskPower - Manitoba Hydro - Natural Resources Canada The Consultant is expected to discuss with the Technical Advisory Committee the means and mechanisms to access provincial data related to load and transmission infrastructure that will be necessary to undertake this study. Provincial system operators will be sharing their data directly with the Consultant under non-disclosure agreements ("NDA"). It is imperative that the Consultant securely obtain data from the system operators that will permit the execution of the study as described in this RFP. 1

6 In addition to acting as a liaison between the project team and the provincial system operators, the mandate of the RECSI Technical Advisory Committee will be to: Aid in the review and approval of the formal RFP for executing this Study; Aid in the review of proposals received in response to the RFP, as well as selecting the Consultant to execute the study; Aid in the review and approval of the full and detailed work plan, budget and timelines associated with the implementation of the study; Aid in advising the Consultant in the implementation of the study, serving as both a resource to address issues or challenges that emerge, and reviewing and advising on any proposed actions to adjust or revise the study work plan, budget or timelines as a result; Aid in the regular review and monitoring of study progress against the agreed Study work plan, budget and timelines; and Aid in the review and comment on draft reports, summaries and presentations produced by the Consultant for the Study. Technical and economic assumptions will be based on input from the Technical Advisory Committee. It will ultimately be the responsibility of AESO to make final decisions in order to ensure the Study is successfully delivered on budget and on schedule, while achieving the goals and objectives established for this work. Power Advisory has been retained by Natural Resources Canada to provide advice on the Study assumptions and methodology. Power Advisory s role will be to work closely with the Consultant and the Technical Advisory Committee to ensure the Study is technically robust, adheres to the defined objectives, and stays on track to meet schedule and budget constraints. The AESO will act as a central point of contact for communications between the parties and as a facilitator for addressing issues and reaching consensus on study assumptions and methods. The AESO will provide reports to the Steering Committee at least quarterly regarding the Study status, adherence to schedule and budget, risks, and issues raised by Study participants. The Consultant will execute all tasks as outlined in the scope presented in this RFP. The Consultant will report on Study progress and take guidance from the Technical Advisory Committee on Study tasks, methods and assumptions to ensure that overall study goals are achieved STUDY VALUE AND SCOPE The RECSI study must be fully completed by December 31 st The maximum available funding for this study is four hundred and seventy thousand dollars ($470,000) CDN. AESO shall withhold ten percent (10%) from any payment under this Agreement until: the Study has been completed; and a final report documenting the completion of the Study and all other final reports as set out in Section 3.1 have been received and approved by AESO. 2

7 In addition to the above, prior to the Completion Date of the Study and for six (6) years thereafter, the Consultant shall, at its own expense: keep proper books, accounts, and records of its revenue received and expenses in connection with the Study, and shall keep its invoices, receipts, and vouchers relating thereto; keep proper and accurate records of all data, analyses, and other scientific or technical assessments and reports, and any and all information relating to the outputs and outcomes of the Study; and, make available such books, accounts, records, invoices, receipts, and vouchers referred to above and permit AESO to examine and audit and take copies and extracts from such documents STUDY TASKS The table below outlines the key Study tasks for the RECSI Study. Each task is described in further detail below. Activities Task 1 Cost and Production Data Gathering Task 2 Technical Assessment Principal Milestones Establish and gather required data for dispatch modeling from each jurisdiction Develop high level cost estimate, schedule and operational impact (including operating reserves) for the projects listed in Schedule "F" Anticipated Completion date April 30 th, 2017 June 30 th, 2017 Task 3 Developing production cost model Establish methodology and run production cost model for base case and compare with each project listed in Schedule "F" August 31 st, 2017 Task 4 GHG reduction Quantify the GHG reduction potential based on Task 3 for each project listed in Schedule "F" September 30 th, 2017 Task 5 - Additional Analysis Task 6 Regulatory Barriers This section will address sensitivities such as different October 31 st, 2017 CO2 prices, varying natural gas prices, dispatch alternatives or hydrology. Identify regulatory barriers November 15 th, 2017 Task 7: Final Reporting Draft final report and obtain report approval from Technical Committee, Steering Committee and NRC December 31st,

8 Task 1 - Cost and Production Data Gathering Each jurisdiction will be responsible where appropriate for providing the following information under an NDA. This information will be reviewed and used to develop a business as usual scenario. 1. Load forecast data; 2. Wind plant data (plants, locations, MW output profiles); 3. Thermal plant production simulation data (fuel type, heat rates vs. load, emissions vs. load, variable O&M, start-up costs, forced outage rates, etc.); 4. Hydro-electric output (considering hydrology and operating restrictions); 5. Asset retirement schedule; 6. Fuel price assumptions (natural gas and coal); 7. Operating rules (regulation, contingency reserves, nomograms, etc.); 8. Description of unit commitment and dispatch procedures, time schedules, etc.; 9. Description of existing wind and load forecast processes, and how forecasts are presently used for unit commitment; 10. List of existing Power Purchase Agreements; 11. Interruption clauses for interruptible customers (Saskatchewan); and 12. Plant maintenance schedules. Specific assumptions regarding future market conditions will be provided to the Consultant for review. These include expected demand growth, fuel commodity prices, capital costs of new entrants for each generation type, expected levels of hydro-electric output, generation expansion for the base case, etc. Assumptions on new generation need to combine reliability and supply adequacy goals while also accounting for market economics. Several factors impact future generation choices including fuel commodity prices, capital costs for construction and O&M, operational flexibility requirements, targeted reserve margins, and other parameters. The following tasks will address the development of a generation expansion plan or plans to be used in study scenarios. Task Establish methodology for generation expansion plan - The approach to determining the generation expansion plan will be developed by the provinces and presented to the Technical Advisory Committee for review and discussion. The plan will include the specific data parameters and assumptions to be used, overall methodology, criteria for deciding on type of generation, software to be used, if any, and other relevant topics. Provinces will provide existing generation and transmission expansion scenarios. The Consultant will be reviewing and modifying them to accommodate the alternatives being considered. Task Review major data assumptions for future energy market conditions - Specific assumptions regarding future market conditions will be provided to the Consultant for review. These include expected demand growth, fuel commodity prices, capital costs of new entrants for each generation type, expected levels of hydro-electric output, etc. Assumptions will also address provincial environmental goals and policy. 4

9 Task Create generation expansion plan for each Study scenario Starting with existing generation plans, the Consultant will modify and present a new generation plan for each scenario to be reviewed by the Technical Advisory Committee. This plan will include the amounts and types of generation expected to be present in the selected study year(s), including amounts of new renewables capacity and conventional generation. Task 2 - Technical Assessment Task 2.1 Develop size and cost estimate for transmission and generation projects required to support the project list - Each province will be responsible for providing existing transmission infrastructure and a forecast of available volume for export. The provinces will provide information on transmission upgrades regarding the size, cost estimate and estimated in-service date for certain transmission project as described in the project list. For projects where transmission upgrade information will not be provided, the Consultant will develop this information. The Consultant will review the information provided by the provinces and perform due diligence to assure continuity across all jurisdictions. Task 2.2 Impact on Operating Reserves The Consultant will review the impact on regulating and spinning reserves in accordance with applicable reliability standards. New interties or new large internal generators may have an impact on the largest single contingency and associated increased level of reserves may be required. The addition of variable generation will require additional regulation and/or load following and/or operating reserves. Task 3 - Developing production cost model Production cost simulations will be performed for the base case and for every project (or grouping of projects, where appropriate) listed in Schedule "F". A base case will be developed to reflect current provincial policies and capacity expansion. Consistent metrics such as short and long run production costs will be employed to compare alternatives regardless of the market structure. Short run production costs will consider fuel cost, variable O&M and emission costs. Long run production will consider capital cost and fixed O&M costs. The opportunity costs of change in exports to other markets will also be quantified. Metrics will include impact on electricity rates (against the base case), system congestion, curtailment of renewable energy, output from conventional generators aggregated by type and total system production cost. Cost estimates from task 2 will be used in the production cost models to support the generation expansion. Task Design transmission reinforcement to support new generation - New transmission expansion plans will be constructed for each study scenario based on the methods developed in the previous task. New transmission contingencies will be identified to capture future congestion under security constrained economic dispatch. Transmission plans will be discussed with Provincial system operators and planners to ensure that final designs are credible and will facilitate analysis that will be of value to planners. The design aspect of this task will not be required for provinces with pre-determined expansion scenarios. 5

10 Task 4 - GHG Reduction In this task, the Consultant will quantify the GHG reduction compared to the base case for each alternative. Task 5 - Additional Analysis It is typical during a study of this nature that new objectives or issues arise over the course of the initial work that were not anticipated and addressed in the original study scope. For example, sensitivities around the natural gas, hydro power volumes and/or dispatch methods and CO2 prices will be required. The costs of large projects such as interties or hydro project are difficult to estimate. Sensitivities around cost accuracy and or timeline will be required. These additional analyses will be invoiced separately on a time and materials basis and approved by the Technical Advisory Committee. The Consultant will not carry a contingency to cover this. Task 6 - Regulatory Barriers The Consultant will be responsible for identifying the regulatory barriers for the projects listed in Schedule "F". The consultant will not provide or propose solutions to the regulatory barriers. Regulatory solutions are out of scope for this Study. Task 7 - Reporting & Knowledge Transfer Final Reporting Key emphasis is placed on the creation of the final Study report, with significant time allotted for review and comments by the Technical Advisory and Steering Committee to ensure that the Study objectives are fully addressed STUDY GANTT CHART The completion dates provided in section provide a guideline for the anticipated Study schedule. It is expected that each responder to the RFP will supply a project schedule to support their individual proposal that may differ somewhat from the outline below based on their experience in performing similar studies Process for Selection of the Consultant Entities that are interested in submitting a detailed proposal in response to this RFP are requested to submit their firm s qualifications, and to notify AESO of their intent to bid no later than December 7 th, 2016; information that should be provided as part of their qualifications should include: - Company and staff biographies - Description of available resources needed to execute study - Brief description of previous experience, including specific experience working for/with Canadian utilities and system operators - Brief description of project understanding 6

11 - Brief description of models to be employed to conduct analysis Written questions intended to clarify information presented in this RFP may be sent to AESO no later than 5:00 PM MST, December 13 th All questions submitted, as well as AESO s response will be provided to all interested Bidders by 5:00 PM MST, December 19 th. AESO will meet with the Technical Advisory Committee to discuss all letters of interest, and invite selected consultants to prepare a full proposal as outlined in Section All invited Bidders shall then submit a final written proposal in electronic format to be delivered to AESO by 5:00 PM MST, January 18 th, It is anticipated that a Consultant will be selected by January 27 th, 2017, with contractual processes completed in time to support a February 1, 2017 date for a project kick-off meeting. While this RFP presents a general outline of the Study tasks and objectives, each Bidder shall include a detailed description of how each task will be implemented and the deliverables that will be produced. Additional tasks that add value or enhance study objectives may be included based on the Bidder's experience RFP RESPONSE DELIVERABLES All invited RFP Proposals must include the following: Pricing in Canadian Dollars o o A single page pricing summary including the budgeted pricing for each task. A list of hourly rates for all billing project team members Respondent company capability statement and team info o o o o o Capability statement of the company experience with Canadian energy markets and transmission systems will be considered an important factor in RFP evaluation Organizational structure of the team Summary descriptions of team member experience (it is understood that variation in exact team members can be expected due to respondent internal resource allocation) Description of key resources needed to undertake a study of this kind (e.g., support staff, computing capabilities, etc.) Indication of past experience in accessing critical infrastructure data, working with system operators and utilities, etc. Project Execution and Deliverable Summary o o o o Detailed description of the steps to be performed to complete the tasks including specific software tools to be used etc. Detailed description of the deliverables to be provided for each task Gantt chart or equivalent suggested project schedule Description of any suggested tasks not included in the current scope that the Bidder believes will add value to project stakeholders 7

12 Terms and Conditions (T&C s) The standard AESO Terms and Conditions will be provided to invited Bidders, as set out in Schedule "E". The RFP Proposal will include a list of any exceptions to the T&C s required by the respondent, in accordance with the Proposal Submission Form in Schedule "D". 1.2 RFP OBJECTIVES (1) The AESO intends to award one agreement for the provision of the RECSI Services through a fair, open and competitive RFP Process. The Agreement, if any, that is awarded and executed pursuant to this RFP shall be in substantially the same form as can be found in Schedule E, as amended. (2) The RFP Process commences with the issuance of these RFP Documents and will terminate on the earlier to occur of the execution of the Agreement by both the Successful Bidder and the AESO, or the election by the AESO not to proceed with the RFP or otherwise cancel this RFP in accordance with the terms hereof. (3) The AESO will evaluate the Bidders' Proposal(s) as set out in Section THE RFP DOCUMENTS 2.1 DEFINITIONS (1) In this RFP, capitalized terms and expressions not otherwise defined herein or in the Form of Agreement have the meanings set forth below: (c) (d) (e) (f) "Addenda" means all documents issued by the AESO which amend this RFP and "Addendum" means any one of them. "AESO Representative" means an officer, employee, subcontractor, agent, consultant or other representative of the AESO. "Agreement" means the written agreement resulting from this RFP Process and as executed by the AESO and the Successful Bidder, in the form of, or based upon, the Form of Agreement. "Agreement Finalization Date" means the date the Agreement is executed by the AESO and the Successful Bidder. "Agreement Submission" means the contractual terms and conditions, if any, intended by the Bidder to form part of the Agreement and proposed by the Bidder pursuant to Schedule "D". "Bidder" means a person that submits, or is invited to and does not submit, a Proposal for the provision of RECSI Services. (g) "Bidder Responsibilities" has the meaning assigned to it in Section 2.6(1). (h) "comply" and "compliance" means that the Proposal conforms to the requirements of the RFP Documents without material deviation or reservation. 8

13 (i) (j) (k) "Consortium" means more than one person, each and all of which, by contractual or other arrangement among them, collectively constitute a Bidder, whether the Consortium's Proposal is submitted on its behalf by a single purpose vehicle as Bidder or otherwise. "Consortium Member" means each of the persons that is a member of a Consortium. "Consultant" has the meaning assigned to it in the Form of Agreement. (l) "Evaluation Team" has the meaning assigned to it in Section 6.2. (m) "Form of Agreement" means the Form of Agreement attached hereto as Schedule "E". (n) "Governing Law" has the meaning assigned to it in Section 3.11(1). (o) "material deviation or reservation" is a deviation that: (i) (ii) affects in any substantial way the scope, quality or supply of the RECSI Services under the Agreement arising from the RFP Process; or results in a failure to comply with a material component of a requirement set out in the RFP Documents. (p) (q) (r) (s) (t) (u) (v) "MERX" means the electronic tendering system of the AESO for the RFP. MERX Account means, as the context permits, both the electronic submission system of the AESO for this RFP and the individual user account established by a Bidder for access to that system and for the purposes of receiving information and documents from the AESO in respect of this RFP. "Non-disclosure Agreement" or "NDA" means the confidentiality agreement the consultant will be required to enter into, pursuant to Section of this RFP. "Person" means and includes any natural person, corporation, limited partnership, general partnership, limited liability partnership, joint venture, association, company, limited liability company, trust, bank, or other organization, whether or not a legal entity. "Personnel" means, with respect to a Bidder or any other person, its and, if applicable, its Consortium Members', partners, members, directors, officers, employees, agents, subcontractors or other representatives. "Proposal" means any offer to provide the RECSI Services in connection with this RFP as submitted by a Bidder for the AESO's consideration. "Proposal Documents" means those documents required to be included in a Proposal as outlined in Schedule "B". 9

14 (w) "Proposal Submission Form" means the Proposal Submission Form attached hereto as Schedule "D". (x) "Proposal Validity Period" has the meaning assigned to it in Section (y) (z) (aa) (bb) (cc) (dd) (ee) "Receipt Confirmation Form" means the Receipt Confirmation Form attached hereto as Schedule "C". "RECSI" means the Regional Electricity Cooperation and Strategic Infrastructure Initiative. RECSI Service Provider means the Consultant as defined in the Form of Agreement. RECSI Services has the meaning assigned to it in the Form of Agreement. "" or "RFP" means this request for proposals, including all RFP Documents, issued by the AESO to retain a RECSI Service Provider. "Response to Questions Document" has the meaning assigned to it in Section 3.2(2) "RFP Data Sheet" means the RFP Data Sheet attached hereto as Schedule "A". (ff) "RFP Documents" has the meaning assigned to it in Section 2.3. (gg) (hh) (ii) (jj) (kk) (ll) (mm) "RFP Information" means all material, data, information, or any item in any form, whether it is in electronic or hard copy format, supplied by, or obtained from, the AESO. "RFP Process" means this request for proposals process to select a RECSI Service Provider. "RFP Project Manager" means the person designated as the co-ordinator of the RFP Process for the AESO as set forth in the RFP Data Sheet as may be changed from time to time by the AESO. "Steering Committee" means the committee that determines project scope, direction and oversight of the Study. "Study" means the assessment of those potential electricity infrastructure projects set out in Schedule "F". "Submission Deadline" means the deadline for submission of Proposals as set out in the RFP Data Sheet. "Successful Bidder" means the Bidder, if any, that is selected to be awarded the Agreement. 10

15 (nn) "Technical Advisory Committee" or "TAC" means the committee that ensures the Study is technically robust, adheres to the defined objectives, and stays on track to meet schedule and budget constraints, as well as providing other technical guidance. 2.2 INTERPRETATION (oo) "Timetable" has the meaning assigned to it in Section 3.1(1). In this RFP: (c) (d) (e) (f) references to "Sections" and "Schedules" herein refer to sections and schedules, respectively, of or to this RFP, unless the context otherwise requires; any reference to time shall refer to Mountain Standard Time or Mountain Daylight Saving Time during the respective intervals in which each is in force in the Province of Alberta; the headings of the Sections, Schedules and any other headings and captions herein are inserted for convenience of reference only and shall not in any way affect the construction or interpretation of this RFP or any provision hereof; whenever the singular or masculine or neuter is used it shall be interpreted as meaning the plural or feminine or body politic or corporate, and vice versa, as the context requires; references to "including" means including without limitation, and "includes" or other derivatives thereof shall have corresponding meanings; and where a term is defined herein, a capitalized derivative of such term shall have a corresponding meaning unless the context otherwise requires. 2.3 REQUEST FOR PROPOSALS DOCUMENTS (1) The documents (the "RFP Documents") are: (c) (d) (e) (f) (g) the main body of the RFP, being these Instructions to Bidders; Schedule "A" the RFP Data Sheet; Schedule "B" Proposal Requirements Schedule "C" - the Receipt Confirmation Form; Schedule "D" - the Proposal Submission Form; Schedule "E" the Form of Agreement; Schedule "F" Project List 11

16 (2) The RFP Documents shall be read as a whole. The Schedules and the Addenda, if any, constitute an integral part of this RFP and are incorporated by reference. 2.4 PRIORITY OF DOCUMENTS If there is a conflict between the main body of the RFP and the RFP Data Sheet, the information in the RFP Data Sheet shall prevail over the main body of the RFP. If there is a conflict between the RFP Documents and the Form of Agreement, the terms and conditions and provisions of the Form of Agreement shall prevail over the other RFP Documents, including the RFP Data Sheet. 2.5 DISTRIBUTION OF DOCUMENTS ELECTRONIC DISTRIBUTION (1) RFP related information will be available to Bidders through their MERX Accounts. The RFP Documents at the date of issuance of this RFP is provided in the MERX Account. Updates and additions to the RFP Documents will be provided in the MERX Account as they become available, and Bidders will be notified. (2) If the AESO uses an electronic distribution system of any kind, the Bidder is solely responsible for making appropriate arrangements to receive and access the RFP Documents through that electronic distribution system. 2.6 INVESTIGATION BY BIDDER; INFORMATION PROVIDED BY THE AESO (1) Each Bidder is solely responsible for conducting its own independent research, due diligence, and any other work or investigations and seeking any other independent advice necessary for the preparation of its Proposal, negotiation or finalization of the Agreement, and, in the case of the Successful Bidder, the subsequent delivery of all RECSI Services (the "Bidder Responsibilities"). Nothing in the RFP Documents is intended to relieve the Bidders from forming their own opinions and conclusions with respect to the matters addressed in this RFP. (2) No Bidder shall claim at any time after submission of its Proposal that there was any misunderstanding with respect to the conditions imposed by the RFP Documents or claim any reliance or collateral agreement with respect to any information given or statement made with respect to the Bidder Responsibilities or the conditions thereof except as specifically provided in the RFP Documents. (3) No guarantee, representation or warranty, express or implied, is made and no responsibility of any kind is accepted by the AESO or any AESO Representatives for the completeness or accuracy of any information presented in the RFP Documents, during the RFP Process or during the term of the Agreement. Neither the AESO nor any of the AESO Representatives shall be liable to any Bidder or other person as a result of the use of any information contained in the RFP Documents provided during the RFP Process or during the term of the Agreement. 2.7 NO LIABILITY (1) The AESO does not, by issuing this RFP or by any communication or documentation made or provided in connection with this RFP, incur any duty of care or contractual obligation to anyone including Bidders, individual Consortium Members, Personnel of any 12

17 Bidder or Consortium Member or any other persons, and the AESO expressly disclaims any liability or obligation to anyone including all of the foregoing in connection with this RFP. Statements in this RFP of the AESO's expectation in relation to the RECSI Services and the RFP Process are relied upon or acted upon by all persons including Bidders, Consortium Members and their respective Personnel solely at their own risk. (2) This is a "" and not an "Invitation to Tender". The AESO reserves the right to: (c) accept or reject a Proposal without negotiation; negotiate changes in the content of any Proposal after the Submission Deadline; amend, suspend, postpone, cancel, or extend the closing of this RFP or any future stage of the procurement of the RECSI Services; in each case without incurring liability to any Person, including Bidders, Consortium Members and their respective Personnel. 2.8 NO OBLIGATION TO PROCEED This RFP does not constitute an offer of any kind, including an offer to enter into any contract with any person, including any Bidder. No contract of any kind is formed under, or arises from this RFP, including as a result of the submission of a Proposal. No contract is entered into in connection with this RFP save and except pursuant to an executed Agreement. This RFP does not commit or make the AESO responsible in any way, whether in contract, tort or otherwise, to do anything whatsoever, including to proceed with any RFP stage or any other part of the RECSI Services procurement process. 3.0 THE RFP PROCESS 3.1 TIMETABLE (1) The timetable for the RFP Process (the "Timetable") is set out in the RFP Data Sheet. (2) The AESO may, without liability, cost or penalty and in its sole discretion, and at any time prior to or following the Submission Deadline, amend the Timetable. (3) If the AESO extends the Submission Deadline, all obligations of Bidders will thereafter be subject to the extended deadline. 3.2 CLARIFICATION AND QUESTIONS RELATED TO THE RFP DOCUMENTS (1) Bidders may request clarification of the RFP Documents by submitting all requests for clarification: Through the Bidder's MERX account, no later than the date set out in the Timetable. 13

18 Except as otherwise set out in this RFP, communications, enquiries and clarifications from the Bidder related to this RFP should be in writing and delivered to the AESO by a Bidder through its MERX Account. Except as otherwise set out in this RFP, all communications, responses, requests for clarification and Addenda from the AESO to a Bidder will be made through the Bidder's MERX Account. Notwithstanding the foregoing, in the event any communication enquiry or clarification from the Bidder or any communication, response, request for clarification or Addendum from the AESO requires attachment thereto of any document or other item, each shall be made or submitted by the Bidder to the RFP Project Manager at the address set out in the RFP Data Sheet or by the AESO to the Bidder at the address provided by the Bidder; and (c) no later than the deadline for submission of clarification requests set out in the Timetable. (2) Subject to Section 3.2(2) the AESO will provide all Bidders with written responses to requests for clarification that are submitted in accordance with this Section 3.3 through the AESO s MERX Account no later than the date set out in the Timetable. The AESO will circulate the requests for clarification and the Response to Questions to Bidders in accordance with the circulation method set out in the RFP Data Sheet. The Response to Questions is not an RFP Document and does not amend the RFP Documents. (3) The AESO will include in the Response to Questions Document all requests for clarification that have been submitted in accordance with this Section 3.2, but will not attribute requests for clarification to any Bidder. The AESO may, in its sole discretion: (c) provide a single response to similar questions submitted by various Bidders; edit the language of any question for the purpose of clarity; and exclude any submitted question if, in the AESO's opinion, they are ambiguous or incomprehensible or if the response to such submitted questions would require the AESO to disclose information which is subject to confidentiality restrictions or which would be disadvantageous to the RFP Process. (4) It is the Bidder's responsibility to seek clarification from the AESO of any matter the Bidder considers to be unclear in accordance with this Section 3.2. (5) The AESO shall not be responsible for any misunderstanding of the RFP Documents, the Response to Questions Document or the RFP Process on the part of any Bidder, including the Successful Bidder, nor shall any Bidder be released in respect of any obligation pursuant to its Proposal or the Agreement resulting from any such misunderstanding. 3.3 RECEIPT CONFIRMATION (1) Bidders should submit the Receipt Confirmation Form to the RFP Project Manager by e- mail upon receipt of the RFP. 14

19 (2) Bidders must submit the Receipt Confirmation Form to the RFP Project Manager by prior to the Submission Deadline. 3.4 CONTACT PERSON/PROHIBITED CONTACTS (1) Bidders shall address all requests for clarification with respect to this RFP Process to the AESO in accordance with Section 3.2 and shall not submit questions in any other manner. (2) No Bidder shall contact or make any attempt to contact: any AESO Representative other than the RFP Project Manager; or any other Bidder; with respect to its Proposal, any other Proposal, the RFP Documents or the RFP Process. (3) Without limiting the generality of Section 3.4(2), no Bidder shall contact or attempt to contact: any member of the Evaluation Team other than the RFP Project Manager; or any expert or advisor assisting the Evaluation Team; on matters related to its Proposal, any other Proposal, the RFP Documents or the RFP Process. (4) Information offered or otherwise obtained from any source other than the RFP Project Manager is not official, may be inaccurate, should not be relied on or used in any way by a Bidder, its Personnel or any other person for any purpose, and will not be binding on the AESO. 3.5 PUBLIC STATEMENTS AND NEWS RELEASES Each Bidder, including the Successful Bidder, shall instruct its Personnel not to issue any public statement or news release pertaining to this RFP Process without the prior written consent of the AESO. 3.6 NO LOBBYING Bidders, Consortium Members and their respective Personnel are strictly prohibited from engaging in any form of political or other lobbying whatsoever in relation to the RECSI Service procurement process or the RECSI Services or with a view to influencing the outcome of this RFP Process. Failure to comply with this provision by a Bidder, or any of its Consortium Members or Personnel may result in disqualification of such Bidder from the RFP Process. 15

20 3.7 ADDENDA/CHANGES TO THE RFP DOCUMENTS (1) The AESO may, without liability, cost or penalty, amend or supplement the RFP Documents in accordance with this Section 3.7. (2) The AESO may, in its discretion, amend any part or parts of this RFP in any manner whatsoever (including any RFP Submission Time) at any time and from time to time by Addenda issued through the MERX Account. Addenda are the only means of amending this RFP, no other statement, whether oral or written, made by the AESO or any AESO Representative, including the RFP Project Manager, shall amend the RFP Documents. All Addenda shall be disseminated as set forth in Section 2.5(1). (3) The Bidders shall not be entitled to rely on any information or instructions from the AESO or any AESO Representative except as set forth in the RFP Documents and Addenda issued pursuant to this Section 3.7. (4) Each Bidder is solely responsible to ensure that it has received all Addenda issued by the AESO. Bidders may seek confirmation of the number of Addenda issued under this RFP Process via the Bidder's MERX Account. (5) The AESO may add, remove or alter information and other materials to, from or in the MERX Account at any time and from time to time as it sees fit in relation to this RFP. It is the responsibility of each Bidder to remain current with respect to information and other materials in the MERX Account. The AESO at no time accepts responsibility to inform (nor shall it have any liability for not informing) any Bidder of any such additions, removals or alterations to the MERX Account. For absolute clarity, a Bidder uses material and information provided by the AESO at its own risk and must rely entirely on its own investigations and diligence with respect to the RFP. 3.8 DISCLOSURE ISSUES (1) Each Bidder, by submitting its Proposal, agrees that, if it is the Successful Bidder, the AESO may disclose its identity, including the identity of its Consortium Members, if applicable, to the other Bidders and to the public. (2) Each Bidder further agrees that the AESO may provide its Proposal, on a confidential basis, to any Person involved in the review and evaluation of Proposals on behalf of the AESO and the AESO may: make copies of such Proposal; and retain such Proposal. (3) All Proposals will be considered confidential and will be received and treated in confidence by the AESO. (4) The AESO may disclose any information with respect to the Bidders and their Proposals as required by applicable law. 16

21 3.9 BIDDER'S CONSENT TO USE OF PERSONAL INFORMATION Each Bidder consents and has obtained the written consent from any individuals identified in its Proposal to: the inclusion of personally-identifiable information in its Proposal regarding individuals identified in the Proposal; and the AESO's use of such personally-identifiable information as required to enable the AESO to evaluate such Proposal and for the purposes of communication with such Bidder AESO CONFIDENTIALITY ISSUES Each Bidder acknowledges and agrees that all RFP Information that it and its Personnel acquire during the RFP Process from the AESO or any AESO Representative: (c) (d) shall remain the sole property of the AESO and such Bidder shall, and shall cause its Personnel, to treat such RFP Information as confidential; shall not be used by such Bidder or its Personnel for any other purpose other than submitting its Proposal in response to this RFP; shall not be disclosed by such Bidder or its Personnel to any person who is not involved in such Bidder's preparation of its Proposal without prior written authorization from the AESO; and if requested by the AESO, shall be returned to the RFP Project Manager no later than ten (10) calendar days after the request by the AESO to return the RFP Information GOVERNING LAW, ATTORNMENT AND LIMIT ON LIABILITY (1) This RFP shall be governed and construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein (the "Governing Law"). (2) Each Bidder agrees that: (c) any action or proceeding relating to this RFP Process shall be brought in any court of competent jurisdiction in the City of Calgary in the Province of Alberta and for that purpose each Bidder irrevocably and unconditionally attorns and submits to the jurisdiction of that Alberta court; it irrevocably waives any right to, and will not, oppose any Calgary, Alberta action or proceeding relating to this RFP Process on any jurisdictional basis, including an inconvenient forum; and it will not oppose the enforcement against it, in any other jurisdiction, of any judgement or order duly obtained from an Alberta court as contemplated by this Section 3.11(2). 17

22 (3) Notwithstanding any other provision of the RFP Documents, the AESO shall not be liable to any Bidder, nor shall any Bidder be liable to the AESO, for any indirect, economic, consequential, incidental, special, punitive or exemplary damages, including for loss of profits, loss of contract, loss of opportunity or loss of business, which may be suffered or incurred by the other arising out of or connected with the RFP Documents or the RFP Process BIDDERS' COSTS Each Bidder shall bear all costs and expenses incurred by it relating to any aspect of its participation in this RFP Process, including all costs and expenses related to its involvement in: (c) (d) (e) the preparation, presentation and submission of its Proposal; due diligence and information gathering processes; preparation of responses to questions or requests for clarification from the AESO; preparation of the Bidder's own questions during the clarification process; and Agreement negotiations and discussions DELAYS AND COSTS OF DELAY The AESO shall not be liable, in any way, to the Bidders for any delays, or costs associated with delays, in the RFP Process CLARIFICATION AND VERIFICATION OF BIDDER'S PROPOSAL (1) Clarification The AESO may, within such time frame as it determines appropriate: (i) (ii) (iii) require a Bidder to clarify the contents of its Proposal; require a Bidder to submit supplementary documentation clarifying any matters contained in its Proposal; and seek a Bidder's acknowledgement of an interpretation by the AESO of the Bidder's Proposal. (c) The AESO is not obliged to seek clarification of any aspect of a Proposal. A Bidder shall provide written information in response to any request for clarification by the AESO as part of the RFP Process within the time period indicated in such request for clarification, and the AESO may, in its sole discretion, consider such written information as an integral part of such Bidder's Proposal. 18

23 (2) Verification (c) The AESO may, in its sole discretion, verify any statement or claim contained in any Proposal or made subsequently in any interview or negotiation. That verification may be made by whatever means the AESO deems appropriate and may include contacting persons identified in the contact information provided by the Bidder and/or contacting persons other than those identified by any Bidder. In submitting a Proposal, a Bidder is deemed to consent to the AESO verifying any information from third parties and receiving additional information regarding the Bidder, its Personnel, its Consortium Members, and any other person associated with the Bidder as the AESO may require. For purposes of any verification pursuant to Sections 3.14(2) and 3.14(2), the information described may be collected from and disclosed to government and non-government organizations in accordance with applicable law PROPOSAL VALIDITY PERIOD Each Proposal shall remain in effect and open from and after the Submission Deadline until the earlier to occur of: the AESO electing not to proceed with the RFP Process or otherwise cancelling the RFP Process in accordance with the terms hereof, and the AESO issuing a notice to such Bidder pursuant to Section 10.2 (the "Proposal Validity Period"); provided that in no event shall the Proposal Validity Period extend for more than ninety (90) calendar days after the Submission Deadline MERX ACCOUNT DISCLAIMER The AESO has established the MERX Account to be the electronic data room in which it has placed documents that the AESO has identified as relevant to the RFP, and that may be useful to Bidders. The AESO does not make any representation as to the relevance, accuracy or completeness of any of the information available in the MERX Account, except as the AESO may advise in writing with respect to a specific document. 4.0 PROPOSAL CONTENT AND FORMAT 4.1 GENERAL FORMAT OF PROPOSAL (1) Each Proposal must be submitted in accordance with the requirements set out in Schedule "B". (2) Each Bidder shall: examine all instructions, terms and conditions, forms and information in the RFP Documents and the Response to Questions Document, if any; and in a clear, concise and legible manner, complete and submit all documentation and information required pursuant to this RFP Process. 19

24 5.0 PROPOSAL SUBMISSION, WITHDRAWAL AND MODIFICATION 5.1 SUBMISSION OF PROPOSAL (1) Each Bidder shall submit their Proposal through MERX before the Submission Deadline. Proposals received after the Submission Deadline will not be accepted. (2) Bidders shall not submit Proposals by facsimile or other methods of communication other than the method outlined in the RFP Data Sheet. (3) The AESO may request hard copies of the Proposal after the Submission Deadline. If there is any difference whatsoever between the hard copy of the Proposal and the copy submitted through MERX, the copy of the Proposal submitted through MERX, as submitted, shall govern. (4) Each Bidder acknowledges that it is solely responsible for the submission of its Proposal to the AESO through MERX and assumes all risk associated with the late delivery of a Proposal. (5) In the event of a dispute, the Proposal receipt time as recorded by the AESO will prevail. (6) Each Bidder acknowledges that it is solely responsible for the submission of its Proposal to the AESO through its MERX Account and assumes all risk associated with the late delivery of a Proposal. 5.2 WITHDRAWAL OF PROPOSAL A Bidder may withdraw its Proposal through MERX before the Submission Deadline. 5.3 AMENDMENT OF PROPOSAL Bidders may amend their Proposals after submission but only if the Proposal is resubmitted by the Submission Deadline in accordance with the following: the Bidder shall withdraw its original Proposal and resubmit a revised Proposal in accordance with the RFP Documents and no later than the Submission Deadline through MERX. 5.4 PROPOSAL IRREVOCABILITY Subject to the Bidder's right to withdraw or amend its Proposal before the Submission Deadline, the Bidder's Proposal shall be irrevocable and shall remain in effect, unamended, and open for acceptance by the AESO from and after the Submission Deadline for the Proposal Validity Period. 20

25 6.0 PROPOSAL OPENING AND EVALUATION OF PROPOSALS 6.1 OPENING OF PROPOSALS The AESO shall open the files submitted via MERX containing the Proposals on the first business day following the Submission Deadline as set out in the Timetable. 6.2 EVALUATION TEAM The AESO will establish an evaluation team for the purpose of evaluating Proposals (the "Evaluation Team"). 6.3 STEPS IN THE EVALUATION PROCESS (1) Step 1 Compliance of Proposals with the RFP Documents (c) (d) (e) In Step 1 of the evaluation process, the Evaluation Team will open the files containing the Proposals and will review the contents of such Proposals to assess whether the Proposal Documents are in compliance with the terms and conditions of the RFP Documents, including whether all documents to be submitted in the Proposal Documents have been appropriately submitted. If, in the sole discretion of the AESO, a Proposal does not comply with the requirements set out in the RFP Documents, the AESO shall, without liability, cost or penalty, eliminate the Proposal and the Proposal shall not be given any further consideration. The Bidder's submission of a poor quality Proposal shall not be considered a failure to comply but will affect the assessment of the Proposal. If, during Step 1 of the evaluation process or at any time during the RFP Process, the AESO determines, in its sole discretion, that a Proposal does not comply with the requirements set out in the RFP Documents, the AESO shall be entitled, but not obligated, to eliminate the Proposal, without liability, cost or penalty, in which case the Proposal shall not be given any further consideration. For the purpose of clarity, each Bidder acknowledges and agrees that the AESO's evaluation of compliance with the RFP Documents is not an evaluation of absolute compliance and that the AESO may waive failures to comply that, in the AESO's sole discretion, do not constitute a material deviation or reservation. (2) Step 2 Preliminary Ranking of the Proposals In Step 2 of the evaluation process, the Evaluation Team will evaluate Proposals on the basis of the following criterion which includes, but is not limited to: compliance with the requirements of this RFP; compliance with Governing Law; 21