Request for Proposals Surrey Biofuel Processing Facility ... · RFP – Surrey Biofuel ... APPENDIX...

Request for Proposals

Surrey Biofuel Processing Facility Project

RFP # 5587

February 27, 2014

Surrey Biofuel Processing Facility Project Request for Proposals

February 27, 2014 Page i

SUMMARY OF KEY INFORMATION

RFP TITLE The title of this RFP is:

RFP – Surrey Biofuel Processing Facility Project

Proponents should use this title on all correspondence.

CONTACT PERSON The Contact Person for this RFP is Dawn Hart

Email: [email protected]

Please direct all Enquiries, in writing, to the above named Contact

Person. No telephone or fax enquiries.

ENQUIRIES Proponents are encouraged to submit Enquiries at an early date

and:

for Enquiries of a technical nature: prior to 16:00 Pacific Time on the day that is 10 Business Days before the Submission Time for Technical Submissions

for Enquiries of a financial nature: prior to 16:00 Pacific Time on the day that is 5 Business Days before the Submission Time for Financial Submissions

to permit consideration by the City; the City may, in its discretion,

decide not to respond to any Enquiry.

SUBMISSION TIME FOR

ALTERNATIVE BIOGAS PRODUCT

SALES PROPOSALS

March 24, 2014 at 11:00 Pacific Time

SUBMISSION TIME FOR INTERIM

FINANCIAL REVIEW

SUBMISSIONS

April 28, 2014 at 11:00 Pacific Time

SUBMISSION TIME FOR

TECHNICAL SUBMISSIONS /

INITIAL AIRS SUBMISSION TIME

June 16, 2014 at 11:00 Pacific Time

INTERIM AIRS SUBMISSION TIME July 7, 2014 at 11:00 Pacific Time

FINAL AIRS SUBMISSION TIME August 4, 2014 at 11:00 Pacific Time

SUBMISSION TIME FOR

FINANCIAL SUBMISSIONS

August 18, 2014 at 11:00 Pacific Time

SUBMISSION LOCATION The Submission Location is:

Partnerships BC

2320 – 1111 West Georgia Street

Vancouver, B.C. V6E 4M3


February 27, 2014 Page ii

Attention: Dawn Hart

SUBMISSION LOCATION FOR

INITIAL AIRS, INTERIM AIRS AND

FINAL AIRS

The Submission Location for Initial AIRS, Interim AIRS and Final

AIRS is via email to the Contact Person:

[email protected]


February 27, 2014 Page iii

TABLE OF CONTENTS

SUMMARY OF KEY INFORMATION ............................................................................................................ I

1 INTRODUCTION ................................................................................................................................... 1

1.1 Purpose of this RFP .................................................................................................................... 1

1.2 Eligibility to Participate in this RFP ............................................................................................. 1

2 RFP PROCUREMENT PROCESS ....................................................................................................... 2

2.1 Estimated Timeline ..................................................................................................................... 2

2.2 Collaborative Meetings ............................................................................................................... 2

2.3 Business-to-Business Networking Session ................................................................................ 4

2.4 Comments on the Project Agreement ......................................................................................... 4

2.5 Data Room and Reference Information ...................................................................................... 6

2.6 Interim Financial Review Submission ......................................................................................... 6

3 KEY PROJECT ELEMENTS ................................................................................................................ 8

3.1 Project Site .................................................................................................................................. 8

3.2 Approvals and Permitting ............................................................................................................ 9

3.3 Process Technology ................................................................................................................. 10

3.4 Facility Capacity ........................................................................................................................ 10

3.5 Design and Construction .......................................................................................................... 11

3.6 Services .................................................................................................................................... 12

3.7 City Organic Waste Composition .............................................................................................. 13

3.8 Biomethane Production, Value and Sales ................................................................................ 13

3.9 Option for a Corporate Finance Solution .................................................................................. 14

3.10 Construction Milestone Payment .............................................................................................. 15

3.11 Payment and Performance ....................................................................................................... 15

4 AFFORDABILITY ............................................................................................................................... 18

4.1 Affordability Threshold .............................................................................................................. 18

4.2 Affordability and Evaluation Model ........................................................................................... 18

5 PROPOSAL REQUIREMENTS .......................................................................................................... 20

5.1 Proposal Form and Content ...................................................................................................... 20

5.2 Interest Rate Benchmarks ........................................................................................................ 20

5.3 Advance Interest Rate Submissions ......................................................................................... 21


February 27, 2014 Page iv

6 SUBMISSION INSTRUCTIONS ......................................................................................................... 22

6.1 Proposal Submission Times and Submission Location ............................................................ 22

6.2 Number of Copies ..................................................................................................................... 22

6.3 No Fax or Email Submission .................................................................................................... 23

6.4 Language of Proposals ............................................................................................................. 23

6.5 Receipt of Complete RFP ......................................................................................................... 23

6.6 Enquiries ................................................................................................................................... 23

6.7 Electronic Communication ........................................................................................................ 24

6.8 Addenda .................................................................................................................................... 24

6.9 Intellectual Property Rights ....................................................................................................... 25

6.10 Definitive Record ....................................................................................................................... 25

6.11 Amendments to or Withdrawals of Proposals ........................................................................... 25

6.12 Changes to Proponent Teams .................................................................................................. 26

6.13 Changes to Process Technology .............................................................................................. 26

6.14 Validity of Proposals ................................................................................................................. 27

6.15 Material Change After Submission Time for Financial Submissions ........................................ 27

6.16 Acceptable Equivalents............................................................................................................. 28

7 EVALUATION ..................................................................................................................................... 30

7.1 Mandatory Requirements ......................................................................................................... 30

7.2 Evaluation Committee ............................................................................................................... 30

7.3 Evaluation of Proposals ............................................................................................................ 30

8 SELECTION OF PREFERRED PROPONENT AND AWARD ........................................................... 34

8.1 Selection and Award ................................................................................................................. 34

8.2 Final Draft Project Agreement .................................................................................................. 34

8.3 Preferred Proponent Security Deposit ...................................................................................... 35

8.4 Return of Security Deposit ........................................................................................................ 35

8.5 Retention of Security Deposit ................................................................................................... 36

8.6 Communication Regarding Progress to Financial Close .......................................................... 37

8.7 Changed Funding Arrangements .............................................................................................. 37

8.8 Partial Compensation for Participation in this RFP ................................................................... 37

8.9 Debriefs ..................................................................................................................................... 38

9 CONFLICT OF INTEREST AND RELATIONSHIP DISCLOSURE .................................................... 39

9.1 Reservation of Rights to Disqualify ........................................................................................... 39


February 27, 2014 Page v

9.2 Relationship Disclosure ............................................................................................................ 39

9.3 Use or Inclusion of Restricted Parties ....................................................................................... 39

9.4 Restricted Parties ...................................................................................................................... 40

9.5 Conflict of Interest Adjudicator .................................................................................................. 42

9.6 Request for Advance Decision ................................................................................................. 42

9.7 The City May Request Advance Decisions .............................................................................. 43

9.8 Decisions Final and Binding ..................................................................................................... 43

9.9 Shared Use ............................................................................................................................... 44

9.10 Exclusivity ................................................................................................................................. 44

10 RFP TERMS AND CONDITIONS ....................................................................................................... 46

10.1 No Obligation to Proceed .......................................................................................................... 46

10.2 No Contract ............................................................................................................................... 46

10.3 Freedom of Information and Protection of Privacy Act ............................................................. 46

10.4 Cost of Preparing the Proposal ................................................................................................. 46

10.5 Confidentiality of Information .................................................................................................... 46

10.6 Reservation of Rights................................................................................................................ 47

10.7 No Collusion .............................................................................................................................. 48

10.8 No Lobbying .............................................................................................................................. 48

10.9 Ownership of Proposals ............................................................................................................ 48

10.10 Disclosure and Transparency ................................................................................................... 49

10.11 Fairness Advisor ....................................................................................................................... 49

10.12 Legal Advisor ............................................................................................................................ 50

10.13 Limitation of Damages .............................................................................................................. 50

11 INTERPRETATION ............................................................................................................................. 52

11.1 Definitions ................................................................................................................................. 52

11.2 Interpretation ............................................................................................................................. 60

APPENDIX A EVALUATION OF PROPOSALS

APPENDIX B PROPOSAL REQUIREMENTS

APPENDIX C PROPOSAL DECLARATION FORM

APPENDIX D RELATIONSHIP DISCLOSURE FORM

APPENDIX E PROPONENT COMMENTS FORM


February 27, 2014 Page vi

APPENDIX F NOT USED

APPENDIX G COMMITMENT LETTER TEMPLATE

APPENDIX H PREFERRED PROPONENT SECURITY DEPOSIT

APPENDIX I CONSTRUCTION INSURANCE UNDERWRITING QUESTIONNAIRE

APPENDIX J INITIAL DRAFT PROJECT AGREEMENT

APPENDIX K ADVANCE INTEREST RATE SUBMISSION

APPENDIX L INTERIM FINANCIAL COSTS SUMMARY FORM

APPENDIX M ENQUIRY REQUEST FORM

APPENDIX N CORPORATE FUNDER COMMITMENT LETTER TEMPLATE

APPENDIX O ALTERNATIVE BIOGAS PRODUCT SALES PROPOSAL PROCESS


February 27, 2014 Page 1

1 INTRODUCTION

1.1 PURPOSE OF THIS RFP

The purpose of this request for proposals (“Request for Proposals” or “RFP”) is to invite eligible

Proponents to prepare and submit Proposals to design, build and partially finance a new Facility for the

processing of organic waste and the production of Biomethane, and to operate and maintain the Facility

for 25-years under a long-term project agreement (the “Project Agreement”).

1.2 ELIGIBILITY TO PARTICIPATE IN THIS RFP

Through a request for qualifications (“RFQ”) issued May 16, 2013 by the City of Surrey (the “City”), the

following consortia (each, a “Proponent”) are qualified to participate in this RFP:

Iris Solutions;

Plenary Harvest Surrey; and

Urbaser S.A..

Only these three Proponents, subject to changes in Proponent Team membership as permitted by this

RFP, may submit Proposals or otherwise participate in this RFP.

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February 27P

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on is included

presentation a

on except as m

nent has the f

y will grant Pr

keep informat

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onents are so

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s to identify a

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capital and op

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Surrey

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as to the relev

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of any difficul

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sions, each P

assumptions

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February 27P

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7, 2014 Page 6

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ubmission, in

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be no more t

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he Interim Fin

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by reference

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sal Net Prese

on 4.2 based

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oponent’s cos

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will exceed the

in its Proposa

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nt or otherwis

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February 27P

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7, 2014 Page 7

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3 KEY PROJECT ELEMENTS

The Initial Draft Project Agreement will contain, among other things, the technical requirements and

specifications for the Project and commercial terms, including with respect to the design, construction,

partial financing, services, and end-of-term requirements, as well as the allocation of risks between

Project Co and the City.

Any description or overview of the Initial Draft Project Agreement or Final Draft Project Agreement in this

RFP is provided for convenience only and does not replace, supersede, supplement or alter the Initial

Draft Project Agreement or Final Draft Project Agreement. If there are any inconsistencies between the

terms of the Initial Draft Project Agreement or Final Draft Project Agreement and the description or

overview of those terms set out in this RFP, the terms of the Initial Draft Project Agreement or Final Draft

Project Agreement, as applicable, will prevail.

3.1 PROJECT SITE

The lands on which the Facility will be located are the “Site”. The City has identified a City-owned 6.6-

acre parcel of land at 9752 192nd Street, within the Port Kells Industrial Park in Surrey, British Columbia,

as the Site. Other than as described in the next paragraph, the City will not consider proposals to use a

site other than the Site.

The City also owns an adjacent 3.3-acre parcel of land at 9810 192nd Street, which is currently separated

from the 6.6-acre parcel by a private right-of-way leading to a regional waste transfer facility. The City will

consider proposals to expand the Site to approximately 10 acres by including both parcels. However, the

City’s preference is for the Facility to be located on the City’s 6.6-acre parcel.

Regarding the 3.3-acre parcel, the original sand and gravel was removed from much of the site.

Uncontrolled fill placement subsequently occurred, resulting in overlying fill materials that are highly

variable between locations and with depth. The fill includes organic soil and wood waste. Overall, large

variations in the fill material should be anticipated over short distances and it should be assumed that the

majority of the fill is loose. Proponents are responsible for all costs associated with utilizing the additional

3.3-acre parcel (such as environmental remediation and site services, as required).

Additional information on the site is provided in the Data Room as Reference Information, including the

following:

Detailed Site Investigation (2002)

Certificate of Compliance (2002)

Geotechnical Assessment (2004)

3.2 APPR

The City h

S(a)

T

In

E(b)

A

M

ad

P

pr

The City h

City and r

be respon

maintenan

de(a)

bu(b)

ut(c)

re(d)

an

an

if (e)

pu

Wood Was

ROVALS AND

has obtained

ite Rezoning

he City has c

ndustrial to Co

nvironmental

A Certificate of

Ministry of Env

dditional regio

revious impa

rovided in the

Environme

Noise Impa

Odour Imp

Traffic Imp

Tree Reten

has initiated p

regional requi

nsible for obta

nce of the Fa

evelopment p

uilding permit

tility connectio

egional opera

nd a water qu

nd

Proponents a

ursuant to BC

ste Report (20

D PERMITTIN

the following

completed a p

omprehensive

Assessment

f Compliance

vironment in 2

onal, provinci

ct studies car

e Data Room

ental Assessm

act Study

pact Study

pact Study

ntion Report

preliminary dis

rements for t

aining all perm

cility, includin

permit from th

t from the City

ons and othe

ting permits f

uality permit (f

are proposing

C Organic Ma

011)

NG

rezoning and

property rezon

e Developme

t

was granted

2002 when th

al or federal e

rried out for th

as Reference

ment

scussions bot

he Project. In

mits and appro

ng the followin

he City;

y;

r matters from

from Metro Va

for waste wat

g onsite comp

tter Recycling

d environmen

ning of both th

nt, which is re

for both the 6

e Surrey tran

environmenta

he Project in s

e Information.

th internally a

n accordance

ovals required

ng:

m the City;

ancouver incl

ter discharge

posting of the

g Regulations

Surrey

tal certificates

he 6.6 acre an

equired to acc

6.6 acre and

nsfer station w

al assessmen

support of the

. These studie

and with Metro

with the Proje

d for the desi

uding an air q

to the Metro

residual was

s (Part 5, Divi

y Biofuel ProceR

s:

nd 3.3 acre p

commodate t

3.3 acre parc

was under dev

nts are require

e property rez

es include the

o Vancouver

ect Agreemen

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February 27P

parcels from L

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velopment. N

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zoning proces

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with respect

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ay be change

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pose a Facility

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a qualified pro

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erty rezoning

rements upon

se are summa

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nfidence mee

ents. The pur

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dback on thei

s with the City

meetings wil

o obtain inform

hedule meetin

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tative. Each

maintain confid

ity be based

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ed in accordan

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ding Schedule

pose a phased

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al and in the P

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reated as Coll

s information.

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at the end of t

e Facility in wh

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to meet, at a


February 27Pa

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3.5 DESIG

Project Co

the Projec

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de(b)

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fu(c)

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fu(e)

in

the City’s En

nting a phased

onent elects to

in its Proposa

plan and a co

n explanation

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n explanation

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inancial Close

ance with App

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able market co

n accordance

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hat Project Co

ty for Project

GN AND CON

o will be resp

ct Agreement

btaining all pe

xcluding the a

ut in the Proje

esign and con

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ulfilling all des

ll aspects of t

ulfilling all req

ntroducing Wa

titlement Volu

d construction

o phase the c

al:

ommitment to

n of how the P

acity as plann

n of how any i

cility capacity

e.

pendix B of th

Period, Projec

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with the Proj

uring the initia

proposal to in

o is obligated

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NSTRUCTIO

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. At a high-lev

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ect Agreemen

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the Process T

uirements for

aste to the Fa

ume over the

n approach.

construction o

o construct th

Proponent will

ned and assur

ncremental o

y will be mana

his RFP.

ct Co may wis

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ect Agreeme

al design revie

ncrease Facil

to process d

ent in respec

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l aspects of d

vel, Project C

pprovals nece

at are already

nt;

utilities and ot

struction oblig

Technology fo

r Facility Cold

acility; and

Term. Propo

of the Facility d

e additional c

l ensure there

rances that th

operational co

aged given tha

sh to add unp

Project Co el

nt and will be

ew phase with

ity capacity o

uring the fina

ct of this exces

design and co

Co will be resp

essary for the

in place or w

ther Site serv

ations in acco

or the Facility,

d-Testing of th

Surrey

onents assum

during the Te

capacity;

e are sufficien

hese funds wi

osts associate

at payments f

lanned capac

ects to do so

e required to m

h no service i

over and abov

l year of the T

ss capacity in

onstruction of

ponsible for:

design and c

will be obtaine

vices, includin

ordance with

, including all

he equipment

y Biofuel ProceR

me all risks as

erm, it should

nt capital fund

ill be available

ed with the pla

from the City

city to the Fac

, it must subm

meet the sam

interruptions.

ve the City’s E

Term, the City

n the event of

the Facility in

construction o

ed by the City

ng off-Site wo

the Project A

design and c

t and process


February 27Pa

ssociated with

include the

ds to construc

e; and

anned increm

will be fixed a

cility in respon

mit a proposa

me requiremen

Even if the C

Entitlement

y will not assu

f Termination

n accordance

of the Facility,

as expressly

orks as require

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7, 2014 age 11

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Project Co

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co

re(b)

in

en(c)

m(d)

m

ec

fa(e)

Effective Dat

Des

Commissioning

Commenceme

encing of key

VICES

o will be resp

acility Operat

acility Mainte

ect Co respon

ccepting and

omposition an

ecovering Bio

nstalled adjac

nsuring that o

managing all fe

minimizing the

conomic or us

acilitating and

teC

sign and Constr

g the Facility,

ent.

y periods and

Figure

onsible for th

tions Services

nance Servic

sibilities inclu

processing a

nd/or volumes

gas and prod

ent to the Fac

odour levels a

eedstock resi

volume of m

seful applicat

hosting publ

CoFacility

Cold‐Tests

uction Period

Issue of FacilityCold‐Test Certificate

including bio

milestones fo

e 1: Key Proje

e operation a

s (see Appen

ces (see Appe

ude:

all City Organi

s;

ducing Biomet

cility;

are within acc

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Issue Cof S

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y

ological system

or the Project

ect Periods a

and maintenan

dix 4B of the

endix 4C of th

ic Waste, incl

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ocess by-prod

osed of in land

ance with the

e Facility.

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Operating Pe

Surrey

ms testing, to

t is summarize

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nce of the Fa

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he Initial Draft

luding manag

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meters as set

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acility over the

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February 27Pa

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Issue HandbaCertific

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7, 2014 age 12

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3.7 CITY ORGANIC WASTE COMPOSITION

The City conducted a series of monthly composition audits of its curbside residential organic waste along

with quarterly moisture content analysis, which commenced in November 2012 and concluded in October

2013. Monthly composition reports, as well as a final report will be made available in the Data Room as

Reference Information during the RFP stage.

3.8 BIOMETHANE PRODUCTION, VALUE AND SALES

Proponents are required to provide in their Proposals an Annual Target Biomethane Amount representing

the annual amount of Biomethane, in Giga Joules, that they commit to producing in the Facility during

each year of the Term from all Waste processed. Annual Biomethane production, as measured by Fortis

BC’s infrastructure, equal to the Annual Target Biomethane Amounts included in a Proponent’s Proposal

will become an obligation of Project Co under the Project Agreement.

In accordance with the Project Agreement, including Schedule 8, if Project Co produces more than the

Annual Target Biomethane Amount in any one year, Project Co will receive a share of the value of the

excess amount of Biomethane produced. If Project Co produces less than the Annual Target Biomethane

Amount in any one year, Project Co will be required to compensate the City for the full value of the

shortfall.

The City will take the responsibility to sell or use 100 per cent the Biomethane produced at the Facility.

The Biomethane will need to meet the specifications as required by Fortis BC for acceptance into the

Fortis pipeline grid, so as to give the City the option of selling the Biomethane to Fortis. Project Co will be

responsible for ensuring that the Biomethane produced at the Facility meets the quality specifications set

out in the Project Agreement.

The City has determined the City’s Biomethane Value Assumption to reflect the expected average gross

value, on a per unit basis, of Biomethane sales to all purchasers, including the City, Fortis BC and/or

other third parties as the case may be. The City’s Biomethane Value Assumption should be applied to

each Proponents Annual Target Biomethane Amounts and reflected in each Proponent’s Affordability

Model.

The City will consider alternative proposals from Proponents in which Project Co assumes responsibility

for both the production and sale of a Biogas Product (an “Alternative Biogas Product Sales Proposal”).

If, in the City’s sole discretion, a Proponent’s Alternative Biogas Product Sales Proposal is in the best

interest of the City, including the extent to which it may offer a value greater than the City’s Biomethane

Value Assumption, and if the City accepts that Proponent’s Alternative Biogas Product Sales Proposal,

then that

Assumptio

Proponen

proposed

Biogas Pr

Biogas Pr

3.9 OPTIO

A Propone

For a Pro

cent or mo

arm’s-leng

deemed to

the requir

If a Propo

requested

de(a)

F

S

a (b)

de(c)

ac

de(d)

se

Interest ra

Corporate

Debt Base

requireme

Benchma

The City wfinance so

Proponent wi

on in its Affor

nts may, in ac

Alternative B

roduct Sales P

roduct Sales P

ON FOR A C

ent may prop

ponent’s Prop

ore of total Pr

gth from Prop

o have subm

rements for a

onent submits

d in Appendix

etails of the C

under’s finan

ection 6.4.1 o

commitment

etails of the C

ccordance wi

etails of the P

et out in Sect

ate benchmar

e Finance Sol

e Rate Bench

ents of a Proje

rk.

will advise theolution.

ll substitute it

dability Mode

cordance with

Biogas Produc

Proposal and

Proposal Proc

CORPORATE

pose either pro

posal to cons

roject capital

ponent Team

itted a corpor

Corporate Fi

s a Corporate

B of this RFP

Corporate Fun

cial capacity t

of Appendix B

letter from th

Corporate Fin

th the require

Proponent’s c

ion 6.5.4 of A

rking will be m

ution will follo

hmark proces

ect Finance S

e Proponent o

ts Alternative

el.

h the process

ct Sales Prop

, without limit

cess set out i

FINANCE SO

oject or corpo

titute a projec

costs should

members. W

rate finance s

nance Solutio

Finance Solu

P, including:

nder’s financia

to provide fun

B;

he Corporate F

ance Solution

ements set ou

ontemplated

Appendix B.

made availabl

ow the Senior

s set out in S

Solution will n

on the change

Biogas Produ

s set out in Ap

osal(s) on or

ting any other

n Appendix O

OLUTION

orate financing

ct finance solu

be financed b

Where this thre

olution (“Corp

on set out in t

ution, the Pro

al information

nding, in acco

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n as they rela

ut in Section 6

security pack

e to Propone

r Debt Base R

ection 5.2 of

ot be eligible

es required to

Surrey

uct Value for

ppendix O of t

before the Su

r provision of

O shall apply.

g.

ution (“Projec

by third party

eshold is not m

porate Finan

this RFP.

ponent shoul

n which demo

ordance with t

tantially in the

ate to the Prop

6.5.1(d) of Ap

kage in accord

nts at their el

Rate Benchm

this RFP. Pr

to use the Re

o the Project A

y Biofuel ProceR

the City’s Bio

this RFP, not

ubmission Tim

this RFP, the

ct Finance S

participating

met, the Prop

nce Solution”

d provide the

onstrates the C

the requireme

e form provide

ponent’s finan

ppendix B; and

dance with th

ection. Benc

ark and/or Sw

roponents tha

einvestment B

Agreement fo


February 27Pa

omethane Val

tify the City of

me for Alterna

e Alternative

olution”), 60

lenders actin

ponent will be

”) and should

e information

Corporate

ents set out in

ed in Append

ncing plan in

d

he requiremen

chmarking for

wapped Senio

at do not meet

Base Rate

or a corporate

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7, 2014 age 14

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e



3.10 CONSTRUCTION MILESTONE PAYMENT

The City anticipates receiving a portion of funding for the Project from PPP Canada in the amount of 25

per cent of Eligible Costs, up to a maximum amount of $16.9 million in the form of a repayable

contribution of funds through the P3 Canada Fund in accordance with a financial agreement to be entered

into between the City and PPP Canada prior to Financial Close. As a financial contributor to the City in

respect of the Project, PPP Canada will provide support and guidance to the City from time to time.

Upon Project Co receiving a Certificate of Service Commencement, the City will make a lump sum

payment to Project Co equal to PPP Canada’s funding contribution, in accordance with the Project

Agreement, including Schedule 8. Project Co will be responsible for obtaining all other financing required

to complete the scope of work and fulfill its obligations under the Project Agreement.

3.11 PAYMENT AND PERFORMANCE

Upon the commencement of Commissioning of the Facility the City will make Commissioning Payments

reflecting a reduced City Tipping Fee at 80% of the proposed Band 1 City Tipping Fee for any City

Organic Waste delivered. Proponents are to indicate in their Proposals the tonnages of City Organic

Waste to be delivered to the Facility by the City each month during the Commissioning period.

Upon Service Commencement, the City will commence paying the Service Payments. Service Payments

to Project Co will be a function of three City Tipping Fees, each applicable to defined thresholds of City

Organic Waste tonnages delivered to the Facility during the Operating Period, as illustrated conceptually

in Figure 2 below and set out in Appendix 8A of the Project Agreement.



Figure 2: City Tipping Fee Band Concept

Proponents are to propose a unit fee per tonne of City Organic Waste corresponding to each of Band 1

(City’s Minimum Tonnage), Band 2 (City’s Waste Flow Forecast) and Band 3 (City’s Entitlement Volume)

tonnages delivered to the Facility during each full Contract Year where:

The Band 1 tipping fee will apply to all waste accepted by Project Co in a Contract Year up to and

including the Minimum Tonnage (guaranteed by the City whether delivered or not);

The Band 2 tipping fee will apply to all waste accepted by Project Co in a Contract Year in excess

of the Minimum Tonnage up to and including the City’s Waste Flow Forecast; and

The Band 3 tipping fee will apply to all waste accepted by Project Co in a Contract Year in excess

of the City’s Waste Flow Forecast up to and including the City’s Entitlement Volume.

In calculating their proposed City Tipping Fee rates, Proponents are encouraged to assume that they will

utilize some of the Facility’s capacity, if not required for processing City Organic Waste, to process ICI

Waste. Proponents are also encouraged to reflect in their Financial Models the annual revenue expected

to be generated from processing ICI Waste (Annual ICI Revenue Target) and/or any assumed annual

revenue from the sale of process by-products, including post-digestion materials (Annual Digestate

Revenue Target) to help reduce the City Tipping Fees proposed. These third party revenue assumptions,

if applicable, should be included in each Proponent’s Proposal.

The City will pay Project Co a Monthly Service Payment, calculated in advance, based on one twelfth of

the City Tipping Fees associated with the annual tonnage of City Organic Waste expected to be delivered

Service Commencement

End of Term

Band 1 City Tipping Fee [$/tonne]



Volume of Waste

(tonnes)

25 YEARS



to the Facility during the upcoming Contract Year. At the end of each Contract Year, the City and Project

Co will reconcile the estimated tonnage of City Organic Waste with the actual tonnage delivered,

recalculate the Annual Service Payment payable, make any required adjustments, and calculate an

Annual Reconciliation Payment that may be to the credit of either Project Co or the City.

If Project Co receives revenue from third parties which exceeds the sum of the Annual ICI Revenue

Target and the Annual Digestate Revenue Target for a given Contract Year (the Third Party Revenue

Threshold), the City will be entitled to a share of the gross revenue over and above the threshold, in

accordance with the Project Agreement, including Schedule 8. If Project Co receives less than the Third

Party Revenue Threshold in one year, it is entitled to carry forward the value of that shortfall to future

years, thus reducing the portion of revenues over and above the Third Party Revenue Threshold subject

to sharing with the City in one or more future years. Any third party revenue share, to which the City is

entitled in any Contract Year, will be an adjustment within the Annual Reconciliation Payment.

The Project Agreement also includes a performance regime in which Service Failures, which are not

rectified in accordance with the Project Agreement, may lead to Service Failure Deductions being applied

to Monthly Service Payments.

4 A

A key obje

Draft Proj

4.1 AFFO

The afford

to the net

th(a)

P

A

pl

th(b)

re

le

th(c)

ca

B

The Proje

exceeding

4.2 AFFO

The City h

Evaluatio

the Afford

Proposal

this RFP.

Proponen

inputs to t

The Afford

should be

the appro

AFFORDABIL

ective of the C

ect Agreeme

ORDABILITY

dability thresh

present value

he net presen

roposal, assu

Appendix 8A o

lus

he net presen

eceiving City O

ess

he net presen

alculated bas

iomethane Am

ect has been a

g the Affordab

ORDABILITY

has develope

on Model”) fo

dability Thresh

Net Present C

nts should inco

the Affordabil

dability and E

e populated an

priate outputs

LITY

Competitive S

nt without exc

THRESHOL

hold (the “Affo

e of a Propos

t value of the

uming the City

of the Final Dr

t value of the

Organic Wast

t value of a P

ed on the City

mounts as se

approved by t

bility Thresho

AND EVALU

d a combined

r the Propone

hold and their

Cost, for use

orporate the A

ity and Evalu

Evaluation Mo

nd run. The A

s from the Pro

Selection Proc

ceeding the P

D

ordability Th

sal (the “Prop

Monthly Bas

y delivers the

raft Project Ag

Commission

te during the

Proponent’s co

y’s Biometha

et out in the P

the City on th

ld.

UATION MOD

d affordability

ents to use to

r Weighted Pr

in the evalua

Affordability a

ation Model a

odel is availab

Affordability a

oponent’s Fin

cess is to enc

Project’s Affor

hreshold”) for

posal Net Pre

se Payments d

Band 2 tonn

greement;

ning Payments

Commissioni

ommitted Bio

ne Value Ass

roponent’s Pr

e assumption

DEL

and evaluatio

o calculate the

roposal Net P

tion and rank

and Evaluatio

are consistent

ble in the Data

and Evaluatio

nancial Model

Surrey

courage Prop

rdability Thres

r the Project i

esent Cost”),

during the Te

ages of City O

s based on th

ing period;

methane prod

sumption and

roposal.

n that the Proj

on model (the

eir Proposal N

Present Cost a

king of Propos

n Model into

t with the outp

a Room, and

n Model shou

. The City res

y Biofuel ProceR

posals that sat

shold.

s $, which i

calculated as

erm, based on

Organic Wast

he Proponent

duction during

the Propone

oject can be a

e “Affordabil

Net Present C

and Adjusted

sals described

their Financia

puts from the

includes instr

uld be comple

serves the rig


February 27Pa

tisfy the Final

s an identified

s follows:

n the Propone

te as listed in

t’s plan for

g the Term,

nt’s Annual T

chieved witho

ity and

Cost in relation

Weighted

d in Appendix

al Model such

e Financial Mo

ructions on ho

eted by linking

ght to recalcul

Project posals

7, 2014 age 18

l

d limit

ent’s

n

Target

out

n to

x A of

h that

odel.

ow it

g to

ate



or make such adjustments to the Affordability and Evaluation Model as may be required by the City in its

analysis.

Pursuant to Section 6.6 of this RFP a Proponent may request information on any aspect of the

Affordability and Evaluation Model so as to permit the Proponent to fully understand the Affordability and

Evaluation Model makeup and operation. If a Proponent discovers any error in the Affordability and

Evaluation Model the Proponent should immediately notify the Contract Person. In no event will a

Proponent be entitled to make a Claim on the basis of the operation or application of the Affordability and

Evaluation Model.

5 P

5.1 PROP

Proposals

only subm

5.2 INTER

Benchma

Senior Cr

between F

(a) S

be

T

S

C

S(b)

C

T

F

ra

R(c)

ou

T

F

pr

Benchma

Facility th

Adjustme

Financial

The Reinv

the Propo

Such rein

ROPOSAL R

POSAL FORM

s should be in

mit one Techn

REST RATE

rks are availa

redit Facility p

Financial Sub

enior Debt Ba

enchmark bo

his Benchma

ubmission an

Close.

wapped Seni

CAD basis swa

his Benchma

inancial Subm

ate at Financi

Reinvestment

utlined in (a)

his Benchma

inancial Subm

roduct base r

rks (excluding

at is designat

nt Credit Fac

Submission.

vestment Bas

onent’s Financ

vestment pro

REQUIREMEN

M AND CONT

n the form and

nical Submiss

BENCHMAR

able (the “Ben

pricing (includ

bmission and

ase Rate Ben

nds.

rk is used to

nd to establish

ior Debt Base

ap yields.

rk is used to

mission and to

al Close.

Base Rate Be

and (b) above

rk is used to

mission and to

rate at Financ

g the Reinves

ted by a Prop

ility. Any Sen

se Rate Benc

cial Model an

oduct must be

NTS

TENT

d include the

ion and, if inv

RKS

nchmarks”), a

ing reinvestm

Financial Clo

nchmark: esta

establish the

h the calculat

e Rate Bench

establish the

o establish th

enchmark: es

e depending o

establish the

o establish th

cial Close.

stment Base R

ponent during

ior Credit Fac

hmark may b

d that is asso

e designated b

content desc

vited to do so,

at the Propon

ment products

ose. Benchma

ablished by re

Senior Debt

ion for determ

mark: establis

Senior Debt

e calculation

stablished by

on the nature

reinvestment

e calculation

Rate Benchm

the Advance

cility not so de

e applied to a

ociated with a

by the Propon

Surrey

ribed in Appe

, one Financia

nent’s option,

associated w

arks are:

eference to Go

base rate for

mining the rele

shed by refer

swapped bas

for determini

reference to

e of the reinve

t product bas

for determini

mark) may be

e Interest Rate

esignated will

any reinvestm

ny portion of

nent during th

y Biofuel ProceR

endix B. Each

al Submission

to adjust com

with a Senior

overnment of

the Propone

evant base ra

rence to CAD

se rate for the

ng the releva

either of the a

estment produ

e rate for the

ng the releva

applied to an

e Submission

l not be adjus

ment product t

the Senior C

he Advance In


February 27Pa

h Proponent m

n.

mponents of it

Credit Facility

f Canada

nt’s Financial

ate at Financi

D swap yields

e Proponent’s

ant swapped b

approaches

uct.

Proponent’s

ant reinvestme

ny Senior Cre

n process as a

sted following

that is include

redit Facilities

nterest Rate

Project posals

7, 2014 age 20

may

ts

y

l

al

and

s

base

ent

dit

an

the

ed in

s.



Submission process as an Adjustment Credit Facility. Any reinvestment product not so designated will

not be adjusted following the Financial Submission.

5.3 ADVANCE INTEREST RATE SUBMISSIONS

There are three advance interest rate submissions (“Advance Interest Rate Submission” or “AIRS”) to

determine the method for calculating the Benchmarks and their values: Initial AIRS, Interim AIRS and

Final AIRS. Details and submission requirements relating to each of these AIRS are contained in

Appendix K.

5.3.1 Senior Debt Base Rate Fluctuation Risk (including reinvestment products)

If a Proponent submits all of an Initial AIRS, an Interim AIRS and a Final AIRS with respect to base rates

in accordance with the provisions of this RFP, and the City has advised the Proponent that such AIRS are

acceptable to the City, then subject to the provision of this RFP the City will assume the risk of any

changes in base rates (both up and down) affecting the relevant Adjustment Credit Facilities only, in

respect of the period commencing from and including the date the City provides the information with

respect to the Final AIRS (as contemplated in the section titled “Information to be Provided by the City” in

Appendix K) up to and including the date of Financial Close.

5.3.2 Interest Rate Assumptions in the Financial Submission Financial Model

If a Proponent submits all three of an Initial AIRS, an Interim AIRS and a Final AIRS with respect to base

rates in accordance with the provisions of this RFP, and the City has advised the Proponent that all three

such AIRS are acceptable to the City, then subject to the provision of this RFP the Proponent is to use

the base rate agreed during the Final AIRS process for the relevant Adjustment Credit Facilities in its

Financial Model submitted as part of its Financial Submission.

5.3.3 Dry Runs

If the Preferred Proponent is a Proponent that submitted an Initial AIRS, an Interim AIRS and a Final

AIRS in accordance with the provisions of this RFP, and the City has advised the Proponent that such

AIRS were acceptable to the City, then prior to Financial Close the Preferred Proponent will undertake

several “dry runs” with the City so that the parties are familiar with, and agree on, the technical process

for determining the base rates and incorporating the results into the Financial Model to be included in

Schedule 15 of the Project Agreement.

6 S

6.1 PROP

With resp

T(a)

S

S

(S

A(b)

S

w

F(c)

S

S

6.2 NUMB

For its Te

numbered

flash drive

“Request

For its Fin

numbered

flash drive

UBMISSION

POSAL SUBM

ect to the del

echnical Sub

ubmission Lo

ubmission sh

Submission R

Advance Inter

ubmission, th

with the provis

inancial Sub

ubmission Lo

ubmission sh

(1) a c

(2) on

N

co

Cl

(3) the

Fin

(4) the

(5) an

BER OF COP

chnical Subm

d 1 through 7;

e in PDF form

for Proposals

nancial Subm

d 1 through 4;

e in PDF form

INSTRUCTIO

MISSION TIM

ivery of Propo

bmission: Pr

ocation by the

hould be made

Requirements

rest Rate Su

he Proponent

ions of this R

bmission: Pro

ocation by the

hould be made

completed Pr

ne or more co

where a Corp

onfirmation of

ose;

e Proposal Re

nancial Subm

e completed P

n independent

PIES

mission, a Pro

; plus one unb

mat, with a lab

s for Surrey B

ission, a Prop

; plus one unb

mat, with a lab

ONS

MES AND SU

osals:

roponents mu

e Submission

e up of the Pr

for Technica

bmission: If

must submit

RFP, including

oponents mus

e Submission

e up of the fo

roposal Decla

ommitment let

porate Financ

the Credit Sp

equirements

mission) of Ap

Pricing Forms

t Financial Mo

ponent shoul

bound copy m

bel describing

Biofuel Proces

ponent should

bound copy m

bel describing

BMISSION L

ust submit the

Time for Tec

roposal Requ

l Submission)

a Proponent

the Advance

g Appendix B.

st submit the

Time for Fina

llowing:

aration Form i

tters, substan

ce Solution is

pread that will

described in S

pendix B;

s as describe

odel audit, for

d submit eigh

marked as “M

its contents)

ssing Facility

d submit five (

marked as “M

its contents)

Surrey

LOCATION

e technical po

chnical Submi

uirements des

) of Appendix

intends to su

Interest Rate

.

financial port

ancial Submis

n the form att

ntially in the fo

proposed), w

l be applicabl

Section 4 (Su

d in Appendix

r the benefit o

ht (8) hard co

aster”) and o

appropriately

Project.”

(5) hard copie

aster”) and o

appropriately

y Biofuel ProceR

rtion of the P

issions. The T

scribed in Sec

x B.

bmit an Adva

e Submission

tion of the Pro

ssions. The F

tached as Ap

orm of Append

which should i

le to such fac

ubmission Re

x B; and

of, and relianc

pies (seven b

ne electronic

y packaged a

es (four boun

ne electronic

y packaged a


February 27Pa

roposal to the

Technical

ction 2

ance Interest

in accordanc

oposal to the

Financial

ppendix C;

dix G (or App

include

cility until Fina

equirements fo

ce by, the City

bound copies

copy (CD or

and clearly ma

nd copies

copy (CD or

and clearly ma

Project posals

7, 2014 age 22

e

Rate

ce

pendix

ancial

or

y.

USB

arked

USB

arked

“Request

should be

6.3 NO FA

Proposals

related su

6.4 LANG

Proposals

6.5 RECE

Proponen

responsib

6.6 ENQU

Proponen

M) at an e

fo

D

fo

be

All Enquir

following w

an(a)

E(b)

a (c)

cl

be

be

w

an(d)

C

for Proposals

e submitted in

AX OR EMAI

s submitted by

ubmission item

GUAGE OF P

s should be in

EIPT OF COM

nts are respon

bility for any P

UIRIES

nts are encour

early date to p

or Enquiries o

Days before th

or Enquiries o

efore the Sub

ries regarding

will apply to a

ny responses

nquiries to, a

Proponent m

learly marking

e commercial

e distributed t

withdraw the E

ny Enquiry an

City in its discr

s for Surrey B

Microsoft Ex

IL SUBMISSI

y fax or email

ms which can

PROPOSALS

n English. Any

MPLETE RFP

nsible to ensu

Proponent lack

raged to subm

permit consid

of a technical

he Submission

of a financial n

bmission Time

g any aspect o

any Enquiry:

s will be in wri

nd responses

may request th

g the Enquiry

lly sensitive; a

to all Propone

Enquiry rather

nd the respon

retion conside

Biofuel Proces

xcel 2003 or 2

ION

l will not be a

be submitted

S

y portion of a

P

ure that they h

king any porti

mit enquiries (

eration by the

nature: prior t

n Time for Te

nature: prior to

e for Financia

of this RFP sh

iting;

s from, the Co

hat an Enquiry

“Commercia

and if the City

ent, then, sub

r than receive

nse may, in th

ers the matter

ssing Facility

2007 (CD or U

ccepted, exce

d by email.

Proposal not

have received

ion of this RF

(“Enquiries”)

e City:

to 16:00 Paci

echnical Subm

o 16:00 Pacif

al Submission

hould be direc

ontact Person

y and the res

l-in-Confidenc

y decides that

bject to Sectio

e a response;

he City’s discr

r to be a matt

Surrey

Project,” exce

USB flash driv

ept for the Ini

t in English m

d the complete

FP.

) using the En

ific Time on th

missions; and

fic Time on th

ns.

cted to the Co

n will be recor

ponse to an E

ce” if the Prop

t an Enquiry o

on 6.6(d), the

retion, be dist

ter of substan

y Biofuel ProceR

ept the Finan

ve only).

tial, Interim a

may not be eva

e RFP. The C

nquiry Reques

he day that is

he day that is

ontact Person

rded;

Enquiry be ke

ponent consid

or the respon

City will perm

tributed to all

nce or a matte


February 27Pa

cial Model wh

and Final AIRS

aluated.

City accepts n

st Form (App

s 10 Business

5 Business D

n by email, an

ept confidentia

ders the Enqu

se or both sh

mit the enquire

Proponents,

er that should

Project posals

7, 2014 age 23

hich

S-

no

endix

s

Days

nd the

al by

uiry to

hould

er to

if the

be

br

of

re

th(e)

Informatio

be inaccu

6.7 ELEC

Proponen

communic

The follow

of docume

permitted

th(a)

al(b)

P

in

6.8 ADDE

The City m

by issuing

and no ot

provided b

authorized

is authoriz

rought to the

f, the Compet

esponse confi

he City may, i

on offered from

rate, and sho

CTRONIC CO

nts should onl

cation, includ

wing provision

ents to the Co

by the terms

he City does n

(1) for

Pa

en

ca

(2) if a

Pa

thi

ll permitted em

erson will be

ndicated on th

ENDA

may, in its sol

g a written Ad

her form of co

by Section 6.6

d to amend o

zed to amend

attention of a

titive Selectio

idential if in th

n its discretio

m sources oth

ould not be re

OMMUNICATI

y communica

ing telephone

ns will apply to

ontact Person

of this RFP:

not assume a

r ensuring tha

artnerships BC

ngaged in rece

annot be rece

a permitted em

artnerships BC

is RFP; and

mail commun

deemed as h

he Contact Pe

le and absolu

dendum. Wri

ommunication

6, will be inclu

r clarify this R

d or clarify this

all Proponents

on Process. T

he judgment o

on, decline to

her than the C

lied on in any

ION

ate with the C

e or fax, are d

o any email c

n by email wh

ny risk or res

at any electro

C is in good w

eiving other tr

ived; or

mail commun

C, or received

nications with,

having been r

erson’s electro

ute discretion

tten Addenda

n whether wri

uded in, or in

RFP by issuin

s RFP. The C

s for purposes

he City may k

of the City it is

respond to an

Contact Perso

y way, by any

ontact Person

discouraged.

communicatio

here such ema

ponsibility or

nic email sys

working order

ransmissions

nication or del

d in less than

, or delivery o

eceived by th

onic equipme

through the C

a are the only

tten or oral, in

any way ame

g an Addend

City will provid

Surrey

s of fairness i

keep either or

s fair or appro

n Enquiry.

on with regard

y person for an

n by email. O

ns with the C

ail communic

liability whats

tem being op

r, able to rece

s such that a P

livery is not re

its entirety, w

of documents

he Contact Pe

ent.

Contact Perso

y means of am

ncluding writt

end, this RFP

um. No other

de a copy of a

y Biofuel ProceR

in, or maintain

r both the Enq

opriate to do s

d to this RFP

ny purpose.

Other methods

Contact Perso

cations or deli

soever to any

perated for the

eive transmiss

Proponent’s t

eceived by th

within any tim

by email to, t

erson on the d

on, amend thi

mending or cla

ten responses

P. Only the Co

r employee or

all Addenda to


February 27Pa

ning the integ

quiry and

so; and

is not official

s of

n, or the deliv

veries are

y Proponent:

e City or

sions, or not

transmission

e City or

me limit specifi

the Contact

dates and tim

is RFP at any

arifying this R

s to Enquiries

ontact Person

r agent of the

o all Proponen

Project posals

7, 2014 age 24

grity

l, may

very

ied by

mes

y time

RFP,

s as

n is

City

nts.

6.9 INTEL

G(a)

S

ha

S

P

lic

E(b)

T

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av

an

ne

ot

rig

6

6.10 D

If there is

computer

the City p

6.11 A

A Propone

LLECTUAL P

Grant of Licens

ubject to Sec

ave:

(1) gra

an

rec

(co

Pr

(2) wa

the

ubject to the

roponent, Pro

censee or ass

xceptions to

he license gra

Rights to non-s

vailable. By s

nd will continu

ecessary righ

therwise disc

ght to grant a

.9(a).

DEFINITIVE R

any inconsist

readable form

revails.

AMENDMENT

ent may:

PROPERTY R

se

ction 6.9(b), by

anted to the C

nd all of the in

commendatio

ollectively, the

roposal, or tha

aived or obtai

e City.

terms of the P

oponents will

signee of the

License

anted under S

specialized th

submitting a P

ue to own or

hts to all Third

losed by the P

a license of su

RECORD

tency betwee

m, the electro

TS TO OR WI

RIGHTS

y submitting a

City a royalty-

nformation, ide

ons, suggestio

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at are otherw

ned a waiver

Project Agree

not be respo

City of any In

Section 6.9(a

hird-party tech

Proposal, each

have at the S

d Party Intelle

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uch Third Part

en the paper f

onic conforme

THDRAWAL

a Proposal, e

-free license w

eas, concepts

ons and other

al Property R

ise disclosed

of all moral r

ement entered

nsible or liabl

ntellectual Pro

) does not ex

hnology and s

h Proponent r

Submission Ti

ctual Property

the City and,

ty Intellectual

form of a docu

ed version of t

LS OF PROPO

Surrey

each Propone

without restric

s, products, a

r intellectual p

Rights”) conta

by the Propo

rights contain

d into betwee

le for any use

operty Rights

xtend to Third

software that

represents to

ime for Techn

y Rights cont

, subject to th

l Property Rig

ument and th

the documen

OSALS

y Biofuel ProceR

ent will, and w

ction to use fo

alternatives, p

property or tra

ained in the P

onent to the C

ed in the Pro

en the City an

e by the City o

contained in

Party Intellec

are generally

o the City that

nical Submiss

tained in its P

he foregoing e

ghts in accord

e digital, elec

t in the custod


February 27Pa

will be deemed

or this Project

processes,

ade secrets

Proponent’s

City; and

posal in favou

d the Preferre

or any sub-

a Proposal.

ctual Property

y commerciall

t it owns or ha

sions, all

Proposal or

exceptions, ha

dance with Se

ctronic or othe

dy and contro

Project posals

7, 2014 age 25

d to

t any

ur of

ed

y

ly

as,

as the

ection

er

ol of

am(a)

am

S

am(b)

am

S

A Propone

Submitted

City at the

Oral or em

6.12 C

If for any

Proponen

control of

all of the P

applicatio

the chang

exercising

that is not

th(a)

w

th(b)

ch

P

P

re

The City’s

6.13 C

If for any

included i

any propr

mend any asp

mendments, t

ubmissions; a

mend any asp

mendments, t

ubmissions.

ent may not a

d Proposals m

e Submission

mailed or faxe

CHANGES TO

reason a Pro

nt Team after

a member of

Proponent an

n to the City f

ge. The City, i

g its discretion

t unfair to the

he City may re

would, in the C

he City may, i

hanges as ma

roponent Tea

roponent Tea

elationship in

s approval ma

CHANGES TO

reason a Pro

n its Respons

rietary elemen

pect of its Tec

to the Submis

and/or

pect of its Fin

to the Submis

amend any as

may be withdr

Location prio

ed amendmen

O PROPONEN

ponent wishe

it was shortlis

f the Propone

nd its Propone

for approval,

n its discretio

n the City will

other Propon

efuse to perm

City’s judgmen

n the exercise

ay be request

am member, o

am members,

place of the P

ay include suc

O PROCESS

ponent wishe

se to the RFQ

nts of such Pr

chnical Subm

ssion Locatio

nancial Submi

ssion Locatio

spect of its Pr

rawn in writing

or to, but not a

nts or withdra

NT TEAMS

es or requires

sted under the

ent Team, or t

ent Team mem

including sup

on, may grant

consider the

nents. For cla

mit a change to

nt, result in a

e of its discre

ted arising fro

or changes to

such as the

Proponent Te

ch terms and

TECHNOLOG

es or requires

Q, or there is a

rocess Techn

mission by del

n prior to the

ission by deliv

n prior to the

roposal excep

g, provided su

after, the Sub

awals will not

to add, remo

e RFQ, or the

here is a cha

mbers, then t

pporting inform

or refuse an

objective of a

arity:

o the membe

weaker team

etion, permit a

om changes in

o the legal rela

creation of a

eam originally

conditions as

GY

to change th

a material cha

ology, then th

Surrey

ivering written

Submission T

vering written

Submission T

pt as set out a

uch written w

bmission Time

be considere

ove or otherw

ere is a mater

nge to the leg

the Proponen

mation that m

application u

achieving a C

ership of a Pro

m than was ori

any changes t

n ownership o

ationship amo

new joint ven

y shortlisted.

s the City may

e Process Te

ange in rights

he Proponent

y Biofuel ProceR

n notice, or w

Time for Tech

n notice, or wr

Time for Fina

above.

withdrawal is re

e for Financia

d or accepted

ise change a

rial change in

gal relationsh

nt must submi

ay assist the

under this Sec

Competitive S

oponent Team

iginally shortl

to a Proponen

or control of a

ong the Propo

nture or other

y consider ap

echnology tha

s or ability to o

t must submit


February 27Pa

written

hnical

ritten

ancial

eceived by th

al Submission

d.

member of it

n ownership o

hip among any

t a written

City in evalua

ction, and in

Selection Proc

m if the chang

isted; or

nt Team, inclu

a Proponent o

onent and/or

r legal entity o

ppropriate.

at the Propone

obtain the rig

t a written

Project posals

7, 2014 age 26

he

ns.

ts

r

y or

ating

cess

ge

uding

or a

or

ent

hts to

applicatio

the chang

exercising

that is not

Process T

City’s judg

shortlisted

The City’s

6.14 V

By submit

its(a)

in

irr

90

V

af(b)

m

th

P

va

ar

A Propone

6.15 M

A Propone

Proponen

a change

n to the City f

ge. The City,

g its discretion

t unfair to the

Technology th

gment, result

d.

s approval ma

VALIDITY OF

tting a Propos

s Proposal, in

nterest rates a

revocable fro

0th Business D

Validity Perio

fter the expiry

margins) in its

he City of any

roponent has

alid, but that d

re required so

(1) are

(2) co

an

(3) co

inp

ent may indic

MATERIAL CH

ent will give im

nt after the Su

to the Propon

for approval,

in its discretio

n the City will

other Propon

hat the Propo

in a Process

ay include suc

PROPOSAL

sal, each Pro

ncluding all pr

and credit ma

m the Submis

Day following

d”); and

y of the Propo

Proposal ma

y proposed ad

s used its bes

despite such

olely as a dire

e external to

ould not have

ny of its Propo

onstitute a ma

put costs that

cate in its Pro

HANGE AFTE

mmediate wri

ubmission Tim

nent’s financi

including sup

on, may gran

consider the

nents. For cla

nent included

Technology t

ch terms and

S

ponent agree

rices and inpu

rgins in accor

ssion Time fo

g the Submiss

osal Validity P

y not be adju

djustment and

t efforts to co

best efforts, t

ect result of o

the Proponen

been prevent

onent Team m

aterial adverse

t are subject t

posal a Propo

ER SUBMISS

itten notice to

me for Financi

al capability.

pporting inform

t or refuse an

objective of a

arity the City m

d in its Respo

that is weake

conditions as

es that:

ut costs (with

rdance with th

or Financial Su

sion Time for

Period, all pric

sted unless th

d demonstrate

ontinue to mai

the specified

ne or more ev

nt and the Pro

ted by, and a

members; and

e change to th

to the adjustm

osal Validity P

SION TIME F

o the City of a

al Submissio

Surrey

mation that m

n application u

achieving a C

may refuse to

nse to the RF

er than the Pro

s the City may

the exception

he terms of th

ubmissions u

Financial Sub

ces and input

he Proponent

es to the satis

intain the pric

adjustments t

vents that:

oponent Team

re beyond the

d

he conditions

ment.

Period that ex

FOR FINANCI

ny material c

ns, including

y Biofuel ProceR

ay assist the

under this Se

Competitive S

o permit a cha

FQ if the chan

ocess Techno

y consider ap

n of permitted

his RFP), will

until midnight

bmissions (th

costs (excep

t provides no

sfaction of the

ces and input

to the prices

m members;

e control of, t

s underlying th

xceeds 90 Bu

IAL SUBMIS

hange that oc

a change to


February 27Pa

City in evalua

ction, and in

Selection Proc

ange to the

nge would, in

ology original

ppropriate.

d adjustments

remain fixed

at the end of

e “Proposal

pt senior debt

tice in writing

e City that the

costs firm an

and input cos

he Proponent

he prices and

usiness Days.

SIONS

ccurs to a

its membersh

Project posals

7, 2014 age 27

ating

cess

the

ly

s to

and

the

g to

e

nd

sts

t and

d

hip or

6.16 A

The Perfo

instances

equipmen

City wishe

basis may

City’s obje

A Propone

the Perfor

equivalen

in meeting

additional

The City m

re(a)

re(b)

no(c)

pr(d)

The provis

respect to

brought to

If the City

“Commerc

acceptabl

the accep

A.

Unless the

the use of

that the C

The City w

the Propo

ACCEPTABLE

ormance Spec

specifically r

nt, and system

es to provide

y, in accordan

ectives.

ent may subm

rmance Spec

t, the propose

g the City’s ob

supporting m

may, in its dis

espond to ind

espond to ind

ot respond to

rovide any oth

sions of Sect

o withdrawal o

o the attention

responds to

cial in Confide

e, a Propone

ptable equival

e City respon

f a proposed

City may not in

will be under

onent or to an

E EQUIVALE

cifications are

equired elem

ms that the Ci

some flexibili

nce with the p

mit an Enquiry

ifications that

ed equivalent

bjectives, and

materials.

scretion:

icate that the

icate that the

the Enquiry;

her response

ion 6.6 relatin

of an Enquiry,

n of all Propo

a “Commerci

ence”, regard

nt may make

ent will not in

nds to indicate

equivalent wi

nvite the Prop

no obligation

y other Propo

ENTS

e intended to

ents of desig

ty considers a

ty for Propon

process below

y marked “Co

t contain the e

t that it consid

d supporting m

proposed eq

City does no

or

in accordanc

ng to “Comme

, or the City’s

nents.

al in Confiden

ding a propose

e its Technica

and of itself

e that a propo

ll not substan

ponent to prov

to provide the

onent.

generally be

n and constru

are important

ents to propo

w, be conside

ommercial in C

element for w

ders will be eq

materials. Th

quivalent is ac

ot consider the

ce with Sectio

ercial in Confi

determinatio

nce” Enquiry,

ed equivalent

l Submission

be a failure to

osed equivale

ntially meet th

vide a Financ

e indication o

Surrey

performance-

uction, such a

t to meet the C

ose equivalen

red by the Cit

Confidence” t

which the Prop

qual to or bet

he City may, in

cceptable;

e proposed e

on 6.6.

idence” Enqu

on if there is a

, or responds

t to indicate th

on the basis

o meet the re

ent is accepta

he requiremen

cial Submissio

of acceptabilit

y Biofuel ProceR

-based, but in

as products, m

City’s objectiv

nt elements th

ty in its discre

that identifies

ponent wishes

tter than the s

n its discretio

quivalent to b

iries will appl

a matter which

to any Enqui

hat the propo

of the respon

quirements s

ble, a Propon

nts set out in

on.

ty of the propo


February 27Pa

nclude in som

materials,

ves. Howeve

hat on an over

etion to meet

the section(s

s to propose

specified elem

on, request

be acceptable

y, including w

h should be

iry that is not

osed equivale

nse, and the u

et out in Appe

nent is at risk

Appendix A a

osed equivale

Project posals

7, 2014 age 28

me

er, the

rall

the

s) in

an

ment

e;

with

nt is

use of

endix

that

and

ent to



Despite any indication by the City of the acceptability of an equivalent, Project Co remains responsible for

fulfilling all of its obligations and responsibilities under the Project Agreement.

Following selection of the Preferred Proponent, the Project Agreement will, in accordance with Section

8.2, be amended to include all acceptable equivalent(s) used by that Preferred Proponent, or negotiated

by the City and the Preferred Proponent, whether or not proposed by any other Proponent.

7 E

7.1 MAND

The City h

th(a)

T

if (b)

be

7.2 EVAL

The evalu

City (the “

decide it r

Partnersh

7.3 EVAL

The Evalu

Committe

disqualifie

The Evalu

time and f

of a Propo

Submissio

informatio

does not f

requireme

deems ap

w(a)

fa

P

in(b)

do

VALUATION

DATORY RE

has determine

he Technical S

ime for Techn

invited to sub

efore the Sub

LUATION CO

uation of Prop

“Evaluation C

requires, inclu

hips BC.

LUATION OF

uation Comm

ee will not eva

ed, in accorda

uation Comm

from time to t

osal, including

on or the Fina

on, contains d

for any reaso

ents of this RF

ppropriate and

waive any such

ailure to satisf

roponent Tea

ndependently

ocumentation

N

QUIREMENT

ed that the fol

Submission m

nical Submiss

bmit such, the

bmission Time

OMMITTEE

posals will be

Committee”)

uding technica

PROPOSAL

ittee will evalu

aluate a Propo

ance with this

ittee may, in i

ime, in conne

g if the Evalua

ancial Submis

defects, altera

n whatsoever

FP at any tim

d in the intere

h defect, amb

fy, and any re

am;

consider, inv

n whether or n

TS

llowing are th

must be receiv

sions; and

e Financial Su

e for Financia

carried out by

with assistan

al, financial, le

LS

uate Proposa

osal if it has b

RFP.

its sole discre

ection with the

ation Commit

ssion, or any p

ations, qualific

r satisfy the E

e, or for any o

ests of the City

biguity, alterat

esulting ineligi

vestigate, rese

not contained

he Mandatory

ved at the Su

ubmission mu

al Submission

y a committee

nce from othe

egal and othe

als in the man

been rejected

etion, take any

e review and

ttee considers

part of a Prop

cations, omiss

Evaluation Co

other reason

y and this RF

tion, qualifica

ibility on the p

earch, analyz

in any Propo

Surrey

Requiremen

bmission Loc

ust be receive

ns.

e of one or m

r persons as

er advisors or

nner set out in

, or if the app

y one or more

evaluation, in

s that any Pro

posal, require

sions, inaccur

ommittee that

the Evaluatio

FP, or either o

ation, omission

part of the Pro

e, request or

osal;

y Biofuel ProceR

ts:

cation before

ed at the Subm

more persons a

the Evaluatio

r employees o

n Appendix A.

plicable Propo

e of the follow

ncluding ranki

oposal, includ

es clarification

racies or miss

the Proposal

on Committee

of them:

n, inaccuracy

oponent, or a

verify any inf


February 27Pa

the Submissi

mission Loca

appointed by

on Committee

of the City or

. The Evaluat

onent has bee

wing steps, at

ing, of any as

ding the Tech

n or more com

statements, o

l meets any

e in its discret

y, misstateme

any member o

formation or

Project posals

7, 2014 age 30

ion

tion

the

e may

tion

en

t any

spect

nical

mplete

or

ion

ent or

of the

re(c)

qu

pr

C

co(d)

P

pa

d

co

co

P

co(e)

co(f)

no(g)

T

se(h)

or

T

Without lim

further co

Committe

m(a)

co(b)

th

m

co(c)

co(d)

m

To enable

Committe

person, in

same step

equest intervie

uestions or co

rocess, with s

Committee, inc

onduct refere

roposal and a

art of their Pr

irectors/office

onsiders nece

onsider any re

roposals;

onduct any ot

onduct credit,

ot proceed to

echnical Sub

eek clarificatio

r documentat

echnical Sub

miting the fore

nsultation wit

ee is:

materially inco

ontains omiss

he Final Draft

material to, the

ontains any fa

ontains any fa

member.

e the Evaluati

ee may enter i

ncluding any P

ps, or to ente

ews or presen

onsiderations

such interview

cluding the tim

nce checks re

any other per

oposals) to ve

ers and Key In

essary in the

elevant inform

ther reference

, criminal reco

review and e

mission or Fin

on or invite m

tion from any

mission or Fin

egoing or App

th the Propon

mplete or irre

sions, excepti

Project Agre

e City;

alse or mislea

alse statemen

on Committee

into separate

Proponent. Th

r into the sam

ntations with

s based on the

ws or presenta

me, location, l

elevant to the

sons (includin

erify any and

ndividuals, an

course of the

mation from s

e checks (incl

ord, litigation,

evaluate, or d

nancial Subm

more complete

Proponent or

nancial Subm

pendix A, the

ent), reject an

egular;

ions or variati

ement, other

ading stateme

nts, criminal a

e to take any

and confiden

he Evaluation

me or any com

any, all or no

e information

ations conduc

length and ag

e Project with

ng persons ot

all informatio

nd to conduct

e Competitive

uch reference

luding source

bankruptcy,

iscontinue the

mission, and d

e, supplemen

r in connectio

mission or any

Evaluation C

ny Proposal w

ions (includin

than as provi

ent, claims or

affiliations or a

one or more

ntial communi

n Committee h

mmunications

Surrey

one of the Pro

included in P

cted in the dis

genda for suc

any or all of t

ther than thos

on regarding a

any backgrou

Selection Pro

es and other

es internal to t

taxpayer info

e evaluation o

disqualify the

tary, replacem

on with any Pr

y part of their

Committee ma

which in the o

g any modific

ided for in Se

information,

activities by a

of the above

ications of an

has no obliga

in respect of

y Biofuel ProceR

oponents to cl

Proposals dur

scretion of the

ch interviews o

the reference

se listed by P

a Proponent,

und investiga

ocess, and re

persons in th

the City);

ormation and o

of any Propos

Proponent fro

ment or addit

roposal, inclu

component p

ay, in its discr

opinion of the

cations, chang

ection 8.2) not

or

a Proponent o

-listed steps,

ny kind whatso

ation whatsoe

f all Proponen


February 27Pa

arify any

ring the evalu

e Evaluation

or presentatio

es cited in a

Proponents in

inclusive of it

ations that it

ely on and

e evaluation o

other checks;

sals, including

om this RFP;

ional informat

ding with any

packages.

retion (and wi

Evaluation

ges or additio

t acceptable t

or Proponent T

the Evaluatio

oever, with an

ver to take th

nts and Propo

Project posals

7, 2014 age 31

ation

ons;

any

ts

of

;

g any

and

tion

y

ithout

ons to

to, or

Team

on

ny

he

osals,



or in respect of any Proponent, including the Proponent whose Proposal is the subject of the review or

evaluation, as the case may be.

The review and evaluation, including the ranking, of any Proposal may rely on, take into account and

include any information and documentation, including any clarification, more complete, supplementary

and additional or replacement information or documentation, including information and documentation

obtained through any of the above-listed investigations, research, analyzes, checks, and verifications.

Proponents may not submit any clarifications, information or documentation in respect of the Technical

Submission after the Submission Time for Technical Submissions and in respect of the Financial

Submission after the Submission Time for Financial Submissions, without the prior written approval of the

Evaluation Committee or without an invitation or request by the Evaluation Committee.

If any information, including information as to experience or capacity, contained in a Proposal is not

verified to the Evaluation Committee’s satisfaction, the Evaluation Committee may, in its discretion, not

consider such cited experience, capacity or other information.

The Evaluation Committee is not bound by industry custom or practice in taking any of the steps listed

above, in exercising any of its discretions, in formulating its opinions and considerations, exercising its

discretions in making any decisions and determinations, or in discharging its functions under or in

connection with this RFP, or in connection with any Proponent, Proposal, or any part of any Proposal,

including any Technical Submission or Financial Submission.

As part of the evaluation of a Technical Submission, the Evaluation Committee may identify that the

Evaluation Committee is not satisfied that the Technical Submission meets one or more requirements of

the Final Draft Project Agreement. The Evaluation Committee may, but is not required to, reject that

Proposal in accordance with the terms of this RFP. If the Evaluation Committee does not exercise its

discretion to reject the Proposal, the Evaluation Committee may provide to the Proponent a list of the

items that the Evaluation Committee is not satisfied meet the requirements of the Final Draft Project

Agreement. The Proponent will, if selected as Preferred Proponent, be required to comply with the

requirements of the Final Draft Project Agreement, including by rectifying any non-compliances (material

or otherwise) in its Proposal. By submitting its Financial Submission, a Proponent that has received such

a list will be deemed to have agreed to comply with the requirements of the Final Draft Project

Agreement, including by rectifying any non-compliances (material or otherwise) in its Proposal.

The Evaluation Committee is not responsible for identifying all areas in which a Technical Submission

does not meet the requirements of the Final Draft Project Agreement. Irrespective of whether the City has

identified or has failed to identify any such areas (including whether the Evaluation Committee has

provided a list or not), a Proponent is not relieved in any way from meeting the requirements of this RFP,



and if selected as Preferred Proponent will not be relieved from meeting all requirements of the Final

Draft Project Agreement, including by rectifying any non-compliances (material or otherwise) in its

Proposal.

The City will, subject to the provisions of this RFP, invite each Proponent that has delivered a Technical

Submission that has not been rejected to submit a Financial Submission.

8 S

8.1 SELE

If the City

Proponen

Preferred

provided d

If for any

Proponen

manner th

te(a)

P

in(b)

co

Any final a

final exec

8.2 FINAL

The City a

an(a)

C

A

on(b)

be

ch

ELECTION O

ECTION AND

selects a Pre

nt to enter into

Proponent’s

during the eva

reason the C

nt, then the Ci

hat the City m

erminating the

roject in som

nviting one of

ompleting the

approvals req

ution or comm

L DRAFT PR

anticipates tha

ny issues with

Collaborative M

Agreement; an

nce issued, th

e executed by

hanges, modi

(1) re

Pr

Ag

(2) to

be

dis

OF PREFERR

AWARD

eferred Propo

o final discuss

Proposal, inc

aluation of Pr

ity determines

ty may termin

may decide, in

e Competitive

e other mann

the other Pro

e Project.

quired by the

mencement o

ROJECT AGR

at:

h respect to th

Meetings and

nd

he Final Draft

y the Preferre

ifications and

lating to the d

roposal are to

greement or o

those provisi

eing subject to

scretion requi

RED PROPON

onent in accor

sions to settle

cluding any cl

roposals.

s that it is unl

nate the discu

consideratio

e Selection Pr

ner, including

oponents to en

City, such as

of the Project A

REEMENT

he Initial Draf

fully conside

t Project Agre

ed Proponent

additions:

determination

o be incorpora

otherwise purs

ons or parts o

o completion

ire completion

NENT AND A

rdance with A

e all terms of t

arifications th

ikely to reach

ussions with t

n of its own b

rocess entirely

using other c

nter into discu

from City Co

Agreement.

ft Project Agre

ered prior to is

eement will no

without furth

by the City, i

ated by refere

suant to expr

of the Final D

or finalization

n or finalizatio

Surrey

AWARD

Appendix A, th

the Project Ag

hat the Prefer

h final agreem

the Preferred

best interests,

y and procee

contractors; o

ussions to rea

ouncil, will be

eement will b

ssuance of th

ot be further s

er substantiv

in its discretio

ence or otherw

ress provision

Draft Project A

n, or which the

on, including p

y Biofuel ProceR

he City will inv

greement, ba

rred Proponen

ment with the

Proponent an

, including:

eding with som

r

ach final agre

conditions pr

be discussed d

e Final Draft

substantively

e amendmen

on, of which p

wise, into the

ns of the Proje

Agreement tha

e City determ

provisions tha


February 27Pa

vite the Prefe

ased on the

nt may have

Preferred

nd proceed in

me or all of the

eement for

recedent to th

during the

Project

modified and

nt, except for

parts, if any, o

Project

ect Agreemen

at are indicate

mines in its

at require:

Project posals

7, 2014 age 34

erred

n any

e

he

d will

of the

nt;

ed as

The City a

and to the

Upon Fina

delivered

submitted

8.3 PREF

Subject to

th(a)

or

D

th(b)

P

th

8.4 RETU

Subject to

Proponen

i.

ii.

(3) req

Dr

co

(4) tha

bin

(5) tha

(6) tha

(7) tha

also reserves

e Preferred Pr

ancial Close,

pursuant to it

d in respect of

FERRED PRO

o the terms of

he City will inv

r before the d

Days after noti

he Preferred P

referred Prop

he date and ti

URN OF SEC

o Section 8.5,

nt:

modification

formation (e

and

modification

accurately t

subcontrac

quired by the

raft Project Ag

ontemplated in

at are necess

nding agreem

at enhance cl

at reflect acce

at may be req

the right in it

roponent’s Pr

the Project A

t, supersede

f Project Co.

OPONENT SE

f this RFP:

vite the Prefer

date and time

ification of the

Proponent’s e

ponent deliver

me specified

URITY DEPO

the City will r

n or the inser

e.g., corporat

n or the inser

the nature of

tors (including

City to comp

greement, inc

n or required

sary to create

ment;

larity in legal

eptable equiv

quired as a co

s discretion to

roposal.

Agreement, an

(except as ex

ECURITY DE

rred Propone

specified by

e appointmen

eligibility to re

ring the Prefe

by the City.

OSIT

return the Pre

rtion or additio

te, partnership

rtion or additio

the Proponen

g each of the

plete, based o

cluding chang

under the ter

or provide fo

drafting;

valents in acco

onsequence o

o negotiate ch

nd the instrum

xpressly incor

EPOSIT

nt to deliver t

the City, such

nt of the Prefe

main the Pref

erred Propone

eferred Propo

Surrey

on of informat

p or trust stru

on of informat

nt’s relationsh

e project contr

on the Propos

ges, modificat

rms of the Fin

or a legally co

ordance with

of Changed F

hanges to the

ments and doc

rporated there

the Preferred

h date not to

erred Propone

ferred Propon

ent Security D

onent Security

y Biofuel ProceR

tion relating to

ucture) and fu

tion in order t

hips with its p

ractors);

sal, any provis

tions and add

nal Draft Proje

omplete, enfor

Section 6.16

Funding Arran

e Final Draft P

cuments to be

ein) the RFP a

Proponent S

be earlier tha

ent; and

nent is condit

Deposit to the

y Deposit to t


February 27Pa

o the Propone

nding structu

to reflect

principal

sion of the Fin

itions

ect Agreemen

rceable and

; or

ngements.

Project Agree

e executed an

and the Prop

Security Depos

an 5 Business

tional upon th

e City on or be

he Preferred

Project posals

7, 2014 age 35

ent’s

re;

nal

nt;

ement

nd

osal

sit on

s

e

efore

w(a)

P

w(b)

8.5 RETE

Notwithsta

discretion

City’s own

th(a)

th

af(b)

un

within 10 Busin

roponent, if:

(1) the

int

me

(2) the

ag

the

iii.

iv.

within 10 Busin

ENTION OF S

anding any re

, draw on, ret

n use as liquid

he Proponent

he Participatio

fter receipt of

(1) the

the

Se

(2) Fin

pa

nless:

(3) an

rea

Pr

ness Days aft

e City exercis

to the Project

ember of the

e City fails, w

greement sub

e City in acco

the failure o

Draft Projec

any extens

City to nego

Section 8.2

ness Days aft

SECURITY DE

eceipt by the C

tain and apply

dated damag

or any Propo

on Agreement

f written notice

e Preferred P

e form of the

ection 8.2; or

nancial Close

arties may agr

ny such failure

asonably prev

roponent; and

ter receipt by

ses its right un

Agreement f

Preferred Pro

within the Prop

stantially in th

ordance with S

of the Preferre

ct Agreement

ions to the Pr

otiate change

2; or

ter Financial C

EPOSIT

City of the no

y the proceed

es, if:

onent Team m

t; or

e from the Cit

Proponent fails

Final Draft Pr

e fails to occu

ree) of receip

e was the res

vented by, or

d

the City of no

nder Section

for reasons un

oponent’s Pro

posal Validity

he form of the

Section 8.2, p

ed Proponent

t; or

roposal Validi

es to the Fina

Close with su

otice described

ds of the Prefe

member is in m

ty:

s to execute a

roject Agreem

r within 20 Bu

t of such noti

ult of a signifi

was beyond

Surrey

otice of dema

10.1 to termin

nrelated to th

oponent Team

Period, to ex

e Final Draft P

provided that

t to satisfy an

ity Period aris

l Draft Projec

uch Preferred

d in Section 8

erred Propon

material brea

and deliver an

ment finalized

usiness Days

ce from the C

icant event w

the reasonab

y Biofuel ProceR

and from the P

nate this RFP

e Preferred P

m; or

xecute and de

Project Agree

such failure is

ny conditions

sing from any

ct Agreement

Proponent.

8.4, the City m

nent Security D

ch of any term

n agreement

by the City in

s (or such long

City,

which could no

ble control of,


February 27Pa

Preferred

P prior to ente

Proponent or a

eliver an

ement finalize

s not the resu

set out in the

y agreement b

pursuant to

may, in its

Deposit for th

m of this RFP

substantially

n accordance

ger period as

ot have been

the Preferred

Project posals

7, 2014 age 36

ering

any

d by

ult of:

Final

by the

he

P or

in

e with

the

d

8.6 COMM

Between s

communic

City fully a

in Base R

8.7 CHAN

Without lim

the Propo

Proponen

City may o

any altern

parties ma

8.8 PART

Upon exe

each unsu

co(a)

re(b)

su(c)

T

ha(d)

ac

pr(e)

(4) the

tha

im

Ag

wa

MUNICATION

selection as P

cate regularly

apprised on a

Rates.

NGED FUND

miting the Cit

osal Net Prese

nt to seek alte

obtain additio

native funding

ay negotiate t

TIAL COMPE

ecution of the

uccessful Pro

omplied with t

eceived an inv

ubmitted a Pr

hreshold;

as not withdra

ccordance wi

rovides to the

(1) the

inc

e Preferred P

at the occurre

mpossible for t

greement for a

as in force an

N REGARDIN

Preferred Pro

y with the City

any credit mar

ING ARRANG

y’s rights und

ent Cost exce

ernative fundin

onal or other f

g arrangemen

the Changed

ENSATION FO

Project Agree

oponent that:

the Mandator

vitation to sub

roposal with a

awn from the

th the terms o

e City written

e disclaimers

cluding Sectio

Proponent dem

ence of such s

the Preferred

a continuous

d effect.

NG PROGRE

oponent and F

y with respect

rket issues or

GEMENTS

der this RFP,

eeds the Affor

ng arrangeme

funding; or the

ts (collectivel

Funding Arra

OR PARTICIP

ement, the Ci

ry Requireme

bmit a Financ

a Proposal Ne

Competitive

of this RFP; a

acknowledgm

, limitations a

on 10.13; and

monstrates to

significant ev

Proponent to

period of 125

ESS TO FINA

Financial Clos

to progress t

r other circum

if at any time

rdability Thres

ents, subject t

e City and the

y, the “Chang

angements an

PATION IN T

ty will pay $2

ents;

cial Submissio

et Present Co

Selection Pro

and

ment of:

and waivers o

d

Surrey

o the City’s sa

vent would ma

o perform its o

5 Business Da

ANCIAL CLOS

se, the Prefer

towards Finan

mstances that

after selectio

shold, the Cit

to the review

e Preferred P

ged Funding

nd any related

THIS RFP

200,000 (inclu

on;

ost that does n

ocess or been

f liability and

y Biofuel ProceR

atisfaction, act

aterially frustr

obligations un

ays as if the P

SE

rred Proponen

ncial Close an

could lead to

on of the Prefe

ty may reques

and approva

Proponent may

g Arrangeme

d matter.

usive of any ta

not exceed th

n disqualified

claims conta


February 27Pa

ting reasonab

rate or render

nder the Proje

Project Agree

nt must

nd also keep

o material cha

ferred Propon

st the Preferre

l of the City; o

y together se

ents”), and the

axes payable)

he Affordabilit

by the City in

ined in this R

Project posals

7, 2014 age 37

bly,

r it

ect

ement

the

anges

nent

ed

or the

ek

e

) to

ty

n

RFP,

If the City

Project Ag

(to the ext

$2(f)

th(g)

P

provided t

Proponen

to be entit

In determ

considere

Rights an

offer to pa

to paymen

may inclu

and being

City grant

8.9 DEBR

The City w

Financial

(2) the

pu

exercises its

greement with

tent applicabl

200,000 (inclu

he substantiat

roposal,

that if the City

nt must have d

tled to receive

ining whether

ed the potentia

d the waiver o

ay up to $200

nt under this S

de the City re

g satisfied with

ting license rig

RIEFS

will, following

Close, condu

e grant of Inte

ursuant to Sec

right under S

h a Proponen

le) set out in (

usive of any t

ted out-of-poc

y exercises su

delivered the

e any such pa

r to make ava

al value of ob

of moral right

,000 (inclusiv

Section 8.8 o

eviewing the I

h the value of

ghts to the Ci

Financial Clo

uct a debriefin

ellectual Prop

ction 6.9.

Section 10.1 t

nt, the City wil

(a) – (d) abov

taxes payable

cket costs rea

uch rights afte

Preferred Pro

ayment.

ailable the par

btaining the lic

ts pursuant to

ve of any taxe

on conditions e

ntellectual Pr

f such rights a

ty. Such arra

ose, upon req

ng for that Pro

perty Rights to

to terminate th

l pay to each

ve the lesser o

e); and

asonably incu

er the selectio

oponent Secu

rtial compens

cense to the C

o Section 6.9.

es payable) to

established b

roperty Rights

and the Propo

ngements wil

uest from a P

oponent.

Surrey

o the City and

he RFP proce

Proponent th

of:

urred by the P

on of a Prefer

urity Deposit i

sation describ

City of rights t

Accordingly,

o a Proponent

by the City in i

s (such as for

onent enterin

ll not be gove

Proponent wit

y Biofuel ProceR

d waiver of mo

ess prior to en

hat satisfies th

Proponent in p

rred Propone

in accordance

bed in this Sec

to the Intellec

the City may

t that is not ot

its discretion.

r a Proposal t

g into an agre

erned by this R

thin 40 Busine


February 27Pa

oral rights

ntering into th

he requireme

preparing its

nt, the Prefer

e with Section

ction 8.8, the

ctual Property

y in its discret

therwise entit

The conditio

that was retur

eement with t

RFP.

ess Days of

Project posals

7, 2014 age 38

he

ents

rred

n 8.3

City

y

ion

tled

ons

rned)

the

9 C

9.1 RESE

The City r

or an unfa

whether re

continue a

required b

9.2 RELA

Each Prop

they may

City with r

interest or

by(a)

at(b)

P

At the tim

demonstra

eliminate

Proponen

measures

considera

9.3 USE O

The City m

such cond

the Propo

to(a)

C

as(b)

P

CONFLICT OF

ERVATION O

reserves the r

air advantage

eal, perceived

and impose s

by the City.

ATIONSHIP D

ponent, includ

have with the

respect to the

r an unfair ad

y submission

t any time dur

erson prompt

e of such disc

ate that appro

the actual, pe

nt will provide

s as the City o

ation of the dis

OR INCLUSI

may, in its dis

ditions as the

onent is a Res

o advise or oth

Competitive Se

s a Proponen

roponent Tea

F INTEREST

OF RIGHTS TO

right to disqua

e (including ac

d, existing no

such condition

DISCLOSURE

ding each me

e City, any Re

e Project or an

vantage:

of completed

ring the Comp

tly after becom

closure, the P

opriate measu

erceived or po

such addition

or the COI Ad

sclosed relatio

ON OF REST

scretion, disqu

City may con

stricted Party,

herwise assis

election Proce

nt Team mem

am member.

AND RELAT

O DISQUALI

alify any Prop

ccess to any c

ow or likely to

ns as the City

E

ember of the P

estricted Party

ny other matte

d Relationship

petitive Selec

ming aware o

Proponent wil

ures have bee

otential conflic

nal informatio

djudicator may

onship and p

TRICTED PA

ualify a Propo

nsider to be in

, or if the Prop

st the Propone

ess; or

ber or as an e

TIONSHIP DIS

FY

ponent that in

confidential in

arise in the fu

may conside

Proponent Te

y, or any othe

er that gives r

p Disclosure F

ction Process

of any such re

l include suffi

en, or will be,

ct of interest o

on and docum

y require in its

roposed mea

RTIES

onent, or may

n the public in

ponent uses a

ent respecting

employee, ad

Surrey

SCLOSURE

the City’s op

nformation no

uture, or may

er to be in the

eam, should fu

er person prov

rise, or might

Forms with its

by written no

elationship.

cient informa

, implemented

or unfair adva

mentation and

s discretion in

asures.

y permit a Pro

nterest or othe

a Restricted P

g the Propon

dvisor or cons

y Biofuel ProceR

pinion has a co

ot available to

y permit the P

e public intere

ully disclose a

viding advice

t give rise, to

s Proposal; a

otice addresse

ation and docu

d to mitigate,

antage, as ap

implement su

n connection w

oponent to con

erwise require

Party:

ent’s participa

sultant to the


February 27Pa

onflict of inter

all Proponen

roponent to

st or otherwis

all relationship

or services to

a conflict of

nd

ed to the Con

umentation to

minimize or

pplicable. The

uch additiona

with the City’s

ntinue and im

ed by the City

ation in the

Proponent or

Project posals

7, 2014 age 39

rest

nts),

se

ps

o the

ntact

o

e

al

s

mpose

y, if

r a

Each Prop

uses or se

Restricted

9.4 REST

9.4.1 C

At this RF

following

H(a)

S(b)

P(c)

T(d)

D(e)

T(f)

fa

This is no

added to,

Addendum

9.4.2 C

E(a)

Ernst & Y

between A

Partnersh

discussion

to the City

developm

case.

Subseque

Pricewate

remains th

the City w

ponent is resp

eeks advice o

d Party in the

TRICTED PAR

Current Restric

FP stage, and

persons as R

HDR Corporat

ingleton Urqu

ricewaterhou

rent Berry, Re

Dentons Cana

he City, Partn

all within the d

ot an exhausti

or deleted fro

m.

Consultant with

rnst & Young

oung was ret

August 2011

hips BC to ass

ns with PPP C

y with respect

ment of the val

ent to Ernst &

erhouseCoope

he City's Fina

with respect to

ponsible to en

or assistance

Proponent Te

RTIES

cted Parties

without limiti

Restricted Par

ion (Technica

uhart (Fairnes

seCoopers L

eshape Infras

da LLP (Lega

nerships BC a

definition of R

ve list of Res

om, the list du

h Prior Projec

g

ained by the

and May 201

sist in the dev

Canada to se

t to the Projec

lue for money

& Young's reta

ers as the Fin

ancial Advisor

o the Project.

nsure that ne

in relation to

eam.

ng the definit

rties:

al Advisor);

ss Advisor);

LP (Financial

structure Stra

al Advisor); an

and PPP Can

Restricted Par

tricted Parties

uring any stag

ct Involvemen

City to provid

2. During tha

velopment of t

ecure PPP Ca

ct included de

y analysis and

ainer to the Ci

nancial Adviso

r to the Projec

ither the Prop

the Project fr

tion of Restric

l Advisor);

tegies Ltd (G

nd

nada, includin

ty.

s. Additional p

ge of the Com

nt

de financial co

at period Erns

the business

anada funding

evelopment o

d assisting in

ity on the Pro

or to the City

ct and Ernst &

Surrey

ponent nor an

rom any Rest

cted Parties, t

Gas Marketing

g their former

persons, firm

mpetitive Sele

onsulting serv

t & Young wo

case for the

g for the Proje

f financial mo

drafting certa

oject the City r

for the Projec

& Young has

y Biofuel ProceR

ny Proponent

tricted Party, o

the City has id

g Advisor)

r and current

s or organiza

ection Process

vices relating

orked with the

Project and to

ect. Ernst & Y

odels, assista

ain aspects of

retained

ct. Pricewate

provided no f


February 27Pa

Team memb

or includes an

dentified the

employees w

ations may be

s through an

to the Project

e City and

o assist in the

Young's servic

nce in the

f the business

erhouseCoope

further service

Project posals

7, 2014 age 40

er

ny

who

t

e

ces

s

ers

es to

Ernst & Y

Proponen

implemen

Selection

The Relat

Ernst & Y

Ernst & Y

N

pr

E

T

re

co

re

On the ba

member.

G(b)

Golder As

the Projec

feasibility

business

Golder’s s

design for

oung has req

nt or Proponen

nted to mainta

Process.

tionship Revie

oung's partici

oung represe

No member of

rovide service

rnst & Young

All informa

with respe

an Ernst &

and

No person

information

Proponent

im Philpotts h

etainer to the

onfirmation, a

espect to the

asis of the abo

Golder Associa

ssociates (“Go

ct between Au

study and wo

case for the P

services to the

r use with the

quested that th

nt team mem

ain fairness fo

ew Committee

ipation as adv

ent that it will

f Ernst & Youn

es to a Propo

g will impleme

ation, in writte

ct to the Proje

& Young team

who provide

n to a membe

t or Proponen

held a senior

City, but his a

available to an

Project other

ove Ernst & Y

ates Ltd.

older”) was re

ugust 2011 an

orked with the

Project. Gold

e City with re

business cas

he City conse

ber with resp

or all intereste

e has reviewe

visor to a Pro

implement the

ng that provid

nent, other th

ent a confiden

en or electron

ect will be se

m providing s

d services to

er of an Ernst

nt Team mem

position with

actual involve

ny interested

than is availa

Young is avail

etained by the

nd May 2012

e City and Pa

der also assist

spect to the P

se and assist

ent to Ernst &

ect to the Pro

ed parties with

ed the applica

ponent or Pro

e following:

ded services t

han Tim Philp

ntiality screen

nic form, relate

eparate and s

services to a

the City with

& Young tea

ber.

Ernst & Youn

ement was lim

party, confirm

able in the pu

able as an ad

e City to prov

. During that

rtnerships BC

ted in discuss

Project also in

ing in drafting

Surrey

& Young being

oject on the b

h respect to th

ation by Ernst

oponent team

to the City wit

potts, as discu

within its offi

ed to Ernst &

secure and no

Proponent o

respect to th

am member p

ng towards th

mited. Tim Ph

ming that he h

ublic domain.

dvisor to a Pr

vide technical

period Golde

C to assist in t

sions to secur

ncluded deve

g certain aspe

y Biofuel ProceR

g permitted to

asis that prot

he Project’s C

t & Young an

m member on

th respect to t

ussed below;

ce such that:

& Young's serv

ot available to

or Proponent

e Project will

roviding servi

e end of Erns

ilpotts will pro

has no actual

roponent or P

advisory serv

er conducted

the developm

re funding for

lopment of an

ects of the bu


February 27Pa

o assist a

tocols will be

Competitive

d consents to

the condition

the Project w

vices to the C

o the member

team membe

disclose any

ices to a

st & Young's

ovide written

knowledge w

roponent team

vices relating

a project

ment of the

r the Project.

n initial indica

siness case.

Project posals

7, 2014 age 41

o

n that

will

City

rs of

er;

such

with

m

g to

ative



Subsequent to Golder’s retainer to the City on the Project the City retained HDR Corporation as ‘Owner’s

Engineer’ to the City for the Project. HDR Corporation remains the City’s Owner Engineer on the Project

and Golder has provided no further services to the City with respect to the Project.

Golder has requested that the City consent to Golder being permitted to assist a Proponent or member of

its Proponent Team with respect to the Project on the basis that protocols will be implemented to maintain

fairness for all interested parties with respect to the Project’s Competitive Selection Process.

The Relationship Review Committee has reviewed the application by Golder and consents to Golder’s

participation as advisor to a Proponent or a member of its Proponent Team on the condition that Golder

represents that it will implement the following:

No Golder employee, representative or consultant that provided any services to the City with

respect to the Project will provide services to a Proponent;

Golder will implement a confidentiality screen within all of its applicable offices such that:

All information, in written or electronic form, related to Golder’s services to the City with

respect to the Project will be separate and secure and not available to the members of a

Golder team providing services to a Proponent or a member of its Proponent Team; and

No person who provided services to the City with respect to the Project will disclose any

Project information to a member of a Golder team providing services to a Proponent or a

member of its Proponent Team.

On the basis of the above Golder Associates is available as an advisor to a Proponent or a member of its

Proponent Team.

9.5 CONFLICT OF INTEREST ADJUDICATOR

The City has appointed a Conflict of Interest Adjudicator (the “COI Adjudicator”) to provide decisions on

conflicts of interest, unfair advantage or exclusivity issues, including whether any person is a Restricted

Party. The City may, at its discretion, refer matters to the COI Adjudicator.

9.6 REQUEST FOR ADVANCE DECISION

A Proponent or a prospective member or advisor of a Proponent who has any concerns regarding

whether a current or prospective employee, advisor or member of that Proponent is, or may be, a

Restricted Party, or has a concern about any conflict or unfair advantage it may have, is encouraged to

request an advance decision by submitting to the Contact Person, not less than 10 Business Days prior to

the Submission Time for Technical Submissions, by email, the following information:

na(a)

re

a (b)

un

a (c)

co

co(d)

The City m

Adjudicato

the COI A

If a Propo

Addendum

9.7 THE C

The City m

COI Adjud

Restricted

Adjudicato

COI Adjud

Party so t

The onus

establish

applicatio

9.8 DECI

The decis

requesting

The City o

time to tim

The City m

Proponen

ames and con

equested;

description o

nfair advanta

description o

onflict of inter

opies of any r

may make an

or. If the City

Adjudicator.

onent or prosp

m or in subse

CITY MAY RE

may also inde

dicator, where

d Party. The C

or with releva

dicator, the C

hat it may ma

is on the Pro

any condition

n under Sect

SIONS FINA

sion of the Cit

g the ruling a

or the COI Ad

me, including

may provide a

nts if the City,

ntact informat

of the relations

ge;

of the steps ta

rest or unfair a

relevant docu

advance dec

refers the req

pective team m

equent Compe

EQUEST AD

ependently ma

e the City iden

City will, if it s

ant information

ity will give no

ake its own re

oponent to cle

ns for continue

ion 9.6.

L AND BIND

y or the COI A

nd all other p

djudicator, as

any circumsta

any decision b

in its discretio

tion of the Pro

ship that raise

aken to date, a

advantage, in

umentation.

cision or may

quest to the C

member or ad

etitive Selectio

VANCE DEC

ake advance

ntifies a poten

eeks an adva

n in its posse

otice to the P

esponse to the

ear any potent

ed participatio

ING

Adjudicator, a

arties includin

applicable, h

ances in whic

by the City or

on, determine

oponent and

es the possib

and future ste

ncluding the e

refer the req

COI Adjudicat

dvisor becom

on Process d

CISIONS

decisions, or

ntial conflict, u

ance decision

ssion. If the C

roponent, and

e COI Adjudic

tial conflict, u

on, and the C

as applicable,

ng Proponent

as discretion

ch a decision

r the COI Adju

es that the de

Surrey

the person fo

bility or percep

eps proposed

effect of confid

uest for an ad

tor, the City m

mes a Restrict

documents as

r may seek an

unfair advant

n from the CO

City seeks an

d may give no

cator.

nfair advanta

City may requi

, is final and b

ts, Proponent

to establish t

may be amen

udicator regar

ecision is of ge

y Biofuel ProceR

or which the a

ption of a con

d to be taken,

dential inform

dvance decis

may make its o

ted Party, it m

s a Restricted

n advance de

tage, or a per

OI Adjudicator

advance dec

otice to the po

age, or Restric

ire that the Pr

binding on the

t Team memb

the relevant p

nded or supp

rding conflicts

eneral applica


February 27Pa

advance opini

flict of interes

to mitigate th

mation; and

ion to the CO

own submiss

may be listed i

Party.

ecision from th

rson who may

, provide the

cision from th

ossible Restr

cted Party, or

roponent mak

e persons

bers and the C

processes from

lemented.

s of interest to

ation.

Project posals

7, 2014 age 43

ion is

st or

he

OI

ion to

n an

he

y be a

COI

e

ricted

r to

ke an

City.

m

o all

9.9 SHAR

A shared

more than

that the C

the Comp

exclusive

As of the

9.10 E

Unless pe

ensure tha

Team, pa

If a Propo

permit the

Proponen

members

A Propone

participati

accordanc

to(a)

P

pr

RED USE

use person (a

n one Propon

City considers

petitive Select

arrangement

date of this R

XCLUSIVITY

ermitted by th

at no membe

rticipates as a

onent contrave

e Proponent to

nt is responsib

and their res

ent or a prosp

on does or w

ce with this S

o request an a

roponent Tea

rior to the Sub

(1) na

me

(2) a d

(3) a d

mi

ex

an

(4) co

a “Shared Us

ent, including

in its discreti

tion Process.

ts with any Pr

RFP, no Share

Y

e City in its d

er of its Propo

a member of

enes the fore

o continue an

ble, and bears

pective Affilia

pective Propo

will contravene

ection throug

advance decis

am member s

bmission Tim

ames and con

ember making

description of

description of

itigate any ma

xclusivity on th

nd

opies of any re

se Person”) is

g a person wh

on their availa

Any Shared U

roponent.

ed Use Perso

iscretion or p

nent Team, o

any other Pro

going, the Cit

nd impose suc

s the onus, to

ated Persons

onent Team m

e the foregoin

gh the followin

sion on matte

should submit

me for Technic

ntact informati

g the disclosu

f the relations

f the steps tak

aterial advers

he competitiv

elevant docum

s a person ide

ho has unique

ability to all P

Use Person w

ons have been

ermitted as a

or any Affiliate

oponent Team

ty reserves th

ch conditions

o ensure that t

do not contra

member who h

g is encourag

ng process:

ers related to

t to the Conta

cal Submissio

ion of the Pro

ure;

ship that raise

ken to date, a

se or potential

eness or inte

mentation.

Surrey

entified by the

e or specialize

Proponents to

will be require

n identified.

a Shared Use

ed Person of a

m.

he right to disq

as may be re

the Proponen

avene the fore

has any conc

ged to reques

exclusivity, th

act Person, no

ons by email,

oponent or pro

es the possibi

and future ste

l material adv

grity of the C

y Biofuel ProceR

e City as elig

ed information

be desirable

ed to agree no

Person, each

any member

qualify the Pr

equired by the

nt, its Propone

egoing.

cerns regardin

st an advance

he Proponent

ot less than 10

the following

ospective Pro

lity of non-exc

eps proposed

verse effect o

ompetitive Se


February 27Pa

ible to do wor

n or skills suc

in the interes

ot to enter into

h Proponent w

of its Propon

roponent or m

e City. Each

ent Team

ng whether

e decision in

t or prospectiv

0 Business D

information:

oponent Team

clusivity;

to be taken, t

f the non-

election Proce

Project posals

7, 2014 age 44

rk for

ch

sts of

o

will

ent

may

ve

Days

m

to

ess;



The City may require additional information or documentation to demonstrate to the satisfaction of the

City in its discretion that no such non-exclusivity exists or, if it does, that measures satisfactory to the City

in its discretion have been or will be implemented to eliminate or mitigate any risk to the competitiveness

or integrity of the Competitive Selection Process.

9.10.1 Exclusivity – the City May Request Advance Decisions

The City may also independently make advance decisions, or may seek an advance decision from the

COI Adjudicator, where the City identifies a matter related to exclusivity. The City will, if it seeks an

advance decision from the COI Adjudicator, provide the COI Adjudicator with relevant information in its

possession. If the City seeks an advance decision from the COI Adjudicator, the City will give notice to

the Proponent so that it may make its own response to the COI Adjudicator.

The onus is on the Proponent to clear any matter related to exclusivity or to establish any conditions for

continued participation, and the City may require that the Proponent make an application under Section

9.6.

9.10.2 Exclusivity – Decisions Final and Binding

The decision of the City or the COI Adjudicator, as applicable, is final and binding on the persons

requesting the ruling and all other parties including Proponents, Proponent Team members and the City.

The City or the COI Adjudicator, as applicable, has discretion to establish the relevant processes from

time to time, including any circumstance in which a decision may be amended or supplemented.

The City may provide any decision by the City or the COI Adjudicator regarding matters related to

exclusivity to all Proponents if the City, in its discretion, determine that the decision is of general

application.



10 RFP TERMS AND CONDITIONS

10.1 NO OBLIGATION TO PROCEED

This RFP does not commit the City to select a Preferred Proponent or enter into a Project Agreement,

and the City reserves the complete right to at any time reject all Proposals, and to terminate this RFP and

the Competitive Selection Process and proceed with the Project in some other manner.

10.2 NO CONTRACT

Other than to the extent provided in the Participation Agreement, this RFP is not a contract between the

City and any Proponent, nor is this RFP an offer or an agreement to purchase work, goods or services.

No contract of any kind for work, goods or services whatsoever is formed under, or arises from this RFP,

or as a result of, or in connection with, the submission of a Proposal, unless the City and the Preferred

Proponent execute and deliver the Project Agreement, and then only to the extent expressly set out in the

Project Agreement.

10.3 FREEDOM OF INFORMATION AND PROTECTION OF PRIVACY ACT

All documents and other records in the custody of, or under the control of, the City are subject to the

Freedom of Information and Protection of Privacy Act (“FOIPPA”) and other applicable legislation.

By submitting a Proposal, the Proponent represents and warrants to the City that the Proponent has

complied with applicable Laws, including by obtaining from each person any required consents and

authorizations to the collection of information relating to such individual and to the submission of such

information to the City and the use, distribution and disclosure of such information as part of the Proposal

for the purposes of, or in connection with, this RFP and the Competitive Selection Process.

10.4 COST OF PREPARING THE PROPOSAL

Subject to Section 8.8, each Proponent is solely responsible for all costs it incurs in the preparation of its

Proposal, including all costs of providing information requested by the City, attending meetings and

conducting due diligence.

10.5 CONFIDENTIALITY OF INFORMATION

All information pertaining to the Project received by any Proponent or Proponent Team member through

participation in this RFP is confidential and may not be disclosed without written authorization from the

Contact Person, and in no event will a Proponent discuss the Project with any member of the public or the

media without the prior written approval of the City. Except as expressly stated in this RFP, and subject to

FOIPPA o

RFP will b

The City h

projects, a

Project. S

under Sec

disclose in

obtain info

10.6 R

The City r

am(a)

P

ac(b)

A

P

d(c)

w(d)

fa

ac

fa

vo

re(e)

re

pu

re(f)

en

m(g)

ne(h)

am(i)

no

or other applic

be considered

has engaged

and the City m

Subject to the

ction 2.2 (Col

nformation th

ormation from

RESERVATIO

reserves the r

mend the sco

rocess at any

ccept or rejec

Appendix A, an

roposal Net P

isqualify a Pro

waive a defect

ailure to comp

ccept that Pro

ailure to comp

oid;

eject, disquali

eimbursemen

ursuant to Se

e-advertise fo

nter into nego

make any chan

egotiate any a

mend, from ti

otice to all Pr

cable legislati

d confidential.

Partnerships

may receive in

terms of this

laborative Me

at is available

m other projec

ON OF RIGHT

right, in its dis

ope of the Pro

y time for any

ct any Propos

nd in particula

Present Cost;

oposal that fa

t, irregularity,

ply with the re

oposal even if

ply with the re

fy or not acce

t to any Prop

ection 8.8;

r new Propos

otiations for th

nges to the te

aspects of a P

me to time, a

oponents.

ion, all docum

.

BC. Partner

nformation in

RFP, includin

eetings) and S

e from this Pr

cts.

TS

scretion, to:

oject and/or m

y reason;

sal based on t

ar the City is n

ails to meet th

non-conform

equirements o

f such a defe

equirements o

ept any or all

onent or any

sals to this or

his Project or

erms of the bu

Preferred Pro

any date, time

ments and oth

rships BC has

respect of ot

ng limitations

Section 6.6 (E

oject to Partn

modify, cancel

the City’s eva

not obliged to

he Mandatory

ity or non-com

of this RFP ex

ct, irregularity

of this RFP wo

Proposals wi

of its team m

a modified R

for work of a

usiness oppor

oponent’s Pro

e period or de

Surrey

her records su

s been and co

ther projects w

on “Commer

Enquiries) the

nerships BC a

l or suspend t

aluation of the

o select the P

y Requiremen

mpliance in o

xcept for Man

y, non-conform

ould otherwis

thout any obl

members subje

RFP, call for q

similar natur

rtunity describ

oposal; and

adline provid

y Biofuel ProceR

ubmitted in re

ontinues to be

which may be

rcial in Confid

e City may in

and other proj

the Competiti

e Proposals in

Proposal with t

ts;

r with respect

datory Requi

mity or non-c

se render the

igation, comp

ect to any pay

uotes, propos

re;

bed in this RF

ed in this RFP


February 27Pa

esponse to thi

e involved in o

e relevant to t

ence” informa

its discretion

jects and may

ive Selection

n accordance

the lowest

t to a Proposa

rements, and

ompliance or

Proposal null

pensation or

yment require

sals or tender

FP;

P, upon writte

Project posals

7, 2014 age 47

s

other

the

ation

y

with

al or

d

r

l and

ed

rs, or

en



10.7 NO COLLUSION

Proponents and Proponent Team members, their employees and representatives involved with the

Proposal, including Key Individuals, will not discuss or communicate, directly or indirectly, with any other

Proponent or any director, officer, employee, consultant, advisor, agent or representative of any other

Proponent (including any Proponent Team member or Key Individual of such other Proponent) regarding

the preparation, content or representation of their Proposals.

By submitting a Proposal, a Proponent, on its own behalf and as authorized agent of each firm,

corporation or individual member of the Proponent and Proponent Team, represents and confirms to the

City, with the knowledge and intention that the City may rely on such representation and confirmation,

that its Proposal has been prepared without collusion or fraud, and in fair competition with Proposals from

other Proponents.

10.8 NO LOBBYING

Proponents, Proponent Team members, and their respective directors, officers, employees, consultants,

agents, advisors and representatives will not engage in any form of political or other lobbying whatsoever

in relation to the Project, this RFP, or the Competitive Selection Process, including for the purpose of

influencing the outcome of the Competitive Selection Process. Further, no such person (other than as

expressly contemplated by this RFP) will attempt to communicate in relation to the Project, this RFP, or

the Competitive Selection Process, directly or indirectly, with any representative of the City, the

Government of British Columbia (including any Minister or Deputy Minister, any member of the Executive

Council, any Members of the Legislative Assembly, or any employee of the City), Partnerships BC, any

Restricted Parties, or any director, officer, employee, agent, advisor, consultant or representative of any

of the foregoing, as applicable, for any purpose whatsoever.

In the event of any lobbying or communication in contravention of this Section, the City in its discretion

may at any time, but will not be required to, reject any and all Proposals submitted by that Proponent

without further consideration and the Proponent will not be eligible for, or receive, the partial

compensation as set out in Section 8.8.

10.9 OWNERSHIP OF PROPOSALS

All Proposals submitted to the City become the property of the City and will be received and held in

confidence by the City, subject to the provisions of FOIPPA and this RFP.

10.10 D

The City i

meeting it

endeavou

The City e

Selection

th(a)

th(b)

th(c)

Following

th(a)

a (b)

th(c)

ap

Each Prop

to(a)

in

ge

m

it (b)

an

it (c)

co

10.11 FA

The City h

Selection

public.

The Fairn

DISCLOSURE

s committed t

ts commitmen

ur.

expects to pu

Process:

he RFP;

he number of

he name of Pr

Financial Clo

he Fairness A

Project Repo

he final Projec

pplication of F

ponent agree

o ensure that

nadvertently o

enerated in re

must be coord

will notify the

nd

will ensure th

omply with th

AIRNESS AD

has appointed

Process. The

ess Advisor w

E AND TRAN

to an open an

nt, Proponent

blicly disclose

Proponents;

roponents.

ose, the City e

Advisor’s repo

ort; and

ct Agreement

FOIPPA.

es that:

all public info

or otherwise in

elation to the

inated with, a

e City of any a

hat all of the P

e requiremen

DVISOR

d John Single

e Fairness Ad

will be:

SPARENCY

nd transparen

ts will coopera

e the following

and

expects to pu

rt;

excluding tho

ormation gene

nfluence the R

Project, inclu

and is subject

and all reques

Proponent Te

nts of this RFP

eton, QC (the

dvisor will pro

nt Competitive

ate and exten

g information

ublicly disclose

ose portions t

erated about t

RFP process,

uding commun

to prior writte

sts for informa

am members

P.

“Fairness Ad

vide a written

Surrey

e Selection P

nd all reasona

during this s

e:

that may be r

the Project is

, the disclosu

nications with

en approval o

ation or interv

s and others a

dvisor”) to m

n report to the

y Biofuel ProceR

rocess. To as

able accommo

tage of the C

redacted purs

fair and accu

re of any pub

h the media a

of, the City;

views receive

associated wi

onitor the Co

e City that the


February 27Pa

ssist the City

odation to this

ompetitive

suant to the

urate and will

blic informatio

nd the public,

d from the me

th the Propon

ompetitive

e City will mak

Project posals

7, 2014 age 49

in

s

not

on

,

edia;

nent

ke

pr(a)

pr

ke(b)

Proponen

Competiti

10.12 L

Dentons C

to Denton

Project, in

and any s

LLP in rel

of the Pro

time to wa

10.13 L

Each Prop

Team:

ag(a)

re

of

P

w(b)

fo

th

rovided with f

rocesses und

ept fully inform

nts may conta

ve Selection

EGAL ADVIS

Canada LLP i

ns Canada LL

ncluding any m

solicitor-client

ation to matte

oponent’s righ

aive any prov

IMITATION O

ponent on its

grees not to b

epresentative

f the amount

roposal for an

(1) if t

bre

(2) if t

for

thi

waives any an

or loss of antic

he Proponent

(1) if t

bre

full access to

der this RFP t

med by the C

act the Fairnes

Process.

SOR

is a Restricted

LP continuing

matter that is

relationship t

ers other than

hts of confiden

ision of this S

OF DAMAGE

own behalf a

bring any Clai

s (including th

equivalent to

ny matter in r

the City accep

eaches, the te

the Project or

r any reason

is RFP or bot

d all Claims a

cipated profits

for any reaso

the City accep

eaches the te

all document

hat the Fairne

ity of all docu

ss Advisor dir

d Party. By su

to represent

adverse to th

that the Propo

n this RFP an

ntiality or solic

Section.

S

and on behalf

im against the

he Fairness A

the reasonab

espect of this

pts a non-com

erms of this R

r Competitive

(including mo

h) or the City

against the Ci

s or loss of op

on, including:

pts a non-com

erms of this R

ts, meetings a

ess Advisor, i

uments and ac

rectly with reg

ubmitting a P

the City for a

he Proponent

onent may ha

d the Project.

citor-client pri

of the Propon

e City or any

Advisor and th

ble costs incu

s RFP or Com

mpliant propo

RFP or the Co

Selection Pro

odification of t

exercises an

ity or any of it

pportunity if n

mpliant propo

RFP or the Co

Surrey

and informatio

in its discretio

ctivities assoc

gard to conce

roposal, the P

ll matters in r

, despite any

ave had, or m

. This Section

ivilege. The C

nent Team an

of its employ

he COI Adjud

urred by the P

mpetitive Sele

sal or otherw

ompetitive Se

ocess is mod

the scope of t

ny rights unde

ts employees

no agreement

sal or otherw

ompetitive Sel

y Biofuel ProceR

on related to

on, decides is

ciated with th

erns about the

Proponent ex

relation to this

information o

may have, with

n is not intend

City reserves t

nd any memb

ees, advisors

dicator) for da

Proponent in p

ection Process

wise breaches

election Proce

ified, suspend

the Project or

er this RFP; a

s, advisors or

t is made betw

wise breaches

lection Proces


February 27Pa

the evaluatio

s required; an

is RFP.

e fairness of t

xpressly conse

s RFP and the

of the Propon

h Dentons Ca

ded to waive a

the right at an

ber of a Propo

s or

mages in exc

preparing its

s, including:

, or fundamen

ess; or

ded or cance

r modification

and

representativ

ween the City

or fundamen

ss; or

Project posals

7, 2014 age 50

n

d

he

ents

e

ent

anada

any

ny

onent

cess

ntally

lled

of

ves

y and

ntally



(2) if the Project or Competitive Selection Process is modified, suspended or cancelled

for any reason (including modification of the scope of the Project or modification of

this RFP or both) or the City exercises any rights under this RFP.

This Section does not limit the City’s obligation to make payment under Section 8.8, but in no event will

the City’s liability exceed the amount calculated pursuant to Section 8.8.

11 IN

11.1 D

Capitalize

Agreemen

In this RF

“Addenda

in Section

“Adjusted

“Adjustm

associate

Proponen

investmen

funding ar

those fund

“Advance

“Affiliated

a (a)

tw(b)

NTERPRETA

DEFINITIONS

ed terms in th

nt.

FP:

a” or “Addend

n 6.8.

d Weighted P

ment Credit Fa

d with the un

nt. It excludes

nt product. Th

rrangement w

ds that are dr

e Interest Ra

d Persons”, o

corporation a

(1) a p

(2) ea

an

(3) a s

wo corporation

(1) ea

is

(2) on

gro

(3) ea

gro

ATION

is RFP that a

dum” means

Proposal Net

acilities” mea

used portion

Junior Credit

he term “unus

where bond pr

rawn, but not

te Submissio

or affiliated pe

and:

person by wh

ach member o

nd

spouse or com

ns, if:

ach corporatio

controlled is a

ne corporation

oup of person

ach corporatio

oup is affiliate

re not defined

an addendum

t Present Co

ans Senior Fi

of a Senior F

t Facilities, pa

sed portion of

roceeds are r

deployed.

on” or “AIRS”

ersons, or per

hom the corpo

of an affiliated

mmon-law pa

on is controlle

affiliated with

n is controlled

ns, and each

on is controlle

ed with at leas

d in this Secti

m to this RFP

st” has the m

nancing Agre

inancing Agre

artner loan, sh

a Senior Fina

raised at Fina

” has the mea

rsons affiliate

oration is cont

d group of per

artner of a per

ed by a person

the person b

d by a person

member of th

ed by a group

st one memb

Surrey

ion have the m

P issued by th

meaning set ou

eement and a

eement propo

hort-term cas

ancing Agree

ancial Close. T

aning set out

ed with each o

trolled;

rsons by whic

rson describe

n, and the pe

by whom the o

, the other co

hat group is a

of persons, a

er of the othe

y Biofuel ProceR

meaning give

e Contact Pe

ut in Section

any reinvestm

osed to be ad

sh on deposit

ement specific

The “unused

in Section 5.2

other, are:

ch the corpora

ed in subparag

erson by whom

other corpora

orporation is c

affiliated with t

and each mem

er group.


February 27Pa

en in the Proje

erson as desc

3 of Appendix

ment product

dopted by a

or any other

cally refers to

portion” refer

2.

ation is contro

graph (1) or (

m one corpora

ation is contro

controlled by a

that person; o

mber of each

Project posals

7, 2014 age 52

ect

cribed

x A.

a

rs to

olled;

(2).

ation

lled;

a

or

a (c)

ea

pa

le

a (d)

tw(e)

a (f)

tw(g)

“Affordab

“Affordab

“Alternati

“Alternati

RFP.

“Alternati

corporation a

ach member

artners of the

east one mem

partnership a

wo partnership

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February 27Pa

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“Base Case Scenario” has the meaning set out in Section 6.6.1 of Table 2 of Appendix B.

“Base Rate” means the base interest rate for any proposed senior debt facility as shown in the

Proponent’s Financial Model.

“Benchmarks” has the meaning set out in Section 5.2.

“Biogas” means the raw gaseous by-product of the anaerobic digestion process consisting of

approximately 50 to 60% methane and the remainder moisture, carbon dioxide and trace gases.

“Biogas Product” means a commercial product resulting from further processing of the Biogas produced

at the Facility, including Biomethane or electricity.

“Biomethane” means the Biogas Product resulting from the refinement of Biogas including the removal of

excess water, CO2 and other gases from the Biogas produced at the Facility such that the product meets

the same quality standards of pipeline quality natural gas.

“Business Day(s)” means a standard day for conducting business, excluding government holidays and

weekends.

“Business-to-Business Networking Session” has the meaning set out in Section 2.3.

“Changed Funding Arrangements” has the meaning set out in Section 8.7.

“City” has the meaning set out in Section 1.2.

“City’s Biomethane Value Assumption” means the deemed value $11.50 per GJ for Biomethane

delivered to the Fortis BC pipeline infrastructure.

“City’s Waste Flow Forecast” means the volume in tonnes of City Organic Waste associated with Band

2 of Appendix 8A of Schedule 8 of the Project Agreement, and depicted in Figure 2 of Section 3.11.

“City Representatives” has the meaning set out in Section 2.2.

“Claim” means any claim, demand, suit, action, or cause of action, whether arising in contract, tort or

otherwise, and all costs and expenses relating thereto.

“Collaborative Meetings” has the meaning set out in Section 2.2.

“Competitive Selection Process” means the overall process for the selection of a Preferred Proponent

for the Project including, but not limited to, this RFP.

“Conflict of Interest Adjudicator” or “COI Adjudicator” means the person described in Section 9.5.



“Contact Person” means the person identified as such in the Summary of Key Information.

“Corporate Finance Solution” has the meaning set out in Section 3.9.

“Corporate Funder” means the entity providing the debt financing described in the Financial Submission

for any Proposal which does not meet the requirements of a Project Finance Solution.

“Credit Spread” means for any debt facility the rate of interest applicable to the amount of such debt

facility as shown in the Financial Model minus the applicable Base Rate.

“Data Room” has the meaning set out in Section 2.5.

“Design-Builder” of a Proponent means an individual, corporation, joint venture, partnership or other

legal entity who will have the direct responsibility to design and build the Project, as identified in the

Proponent’s Proposal and as may have been changed pursuant to the RFQ or as may be changed

pursuant to this RFP.

“Eligible Costs” has the meaning as defined in Appendix B Form A6.

“Enquiry” has the meaning set out in Section 6.6.

“Equity Provider” of a Proponent means an individual, corporation, joint venture, partnership or other

legal entity who will have an ownership or equity interest in the Project, as identified in the Proponent’s

Proposal and as may have been changed pursuant to the RFQ or as may be changed pursuant to this

RFP.

“Evaluation Committee” has the meaning set out in Section 7.2.

“Facility Operations Director” means the individual who has lead responsibility for operating period

activities of the Project, as identified in the Proponent’s Proposal, and as may have been changed

pursuant to the RFQ or as may be changed pursuant to this RFP.

“Facility Operator” of a Proponent means an individual, corporation, joint venture, partnership or other

legal entity who will have direct responsibilities in relation to marketing and sales, coordinating with City

waste collection services, coordinating with collection/hauling companies for ICI wastes, facility

operations including but not limited to waste pre-treatment, digestion, Biogas production and recovery,

Biomethane production, by-product management, odour and emissions controls, and facility maintenance

and life cycle services during the operating term of the Project Agreement, as identified in the Proponent’s

Proposal and as may be changed pursuant to this RFP.

“Fairness Advisor” has the meaning set out in Section 10.11.



“Final AIRS” has the meaning set out in Appendix K.

“Final AIRS Submission Time” means the date and time identified as such in the Summary of Key

Information.

“Final Draft Project Agreement” has the meaning set out in Section 2.3.

“Financial Close” means the time when the Project Agreement and all financing and other agreements

related to the Project have been executed and delivered and all conditions to the effectiveness of the

Project Agreement and Project financing agreements have been satisfied.

“Financial Model” has the meaning set out in Section 4.5 of Appendix B.

“Financial Submission” has the meaning set out in Appendix B.

“Financing Plan” has the meaning set out in Section 4.4.1 of Appendix B.

“Freedom of Information and Protection of Privacy Act” or “FOIPPA” has the meaning set out in

Section 10.3.

“Golder” has the meaning set out in Section 9.4.2(b).

“Guarantor” means an entity providing financial and/or performance support to the Design-Builder,

Systems Designer, Facility Operator, or Equity Provider by way of a guarantee or a commitment to

provide equity or dedicated credit facilities to support the participation by the Design-Builder, Service

Provider or Equity Provider in the Competitive Selection Process and the Project as described in the

Proponent’s Proposal and as may have been changed pursuant to the RFQ or as may be changed

pursuant to this RFP.

“Initial AIRS” has the meaning set out in Appendix K.

“Initial AIRS Submission Time” means the date and time identified as such in the Summary of Key

Information.

“Initial Draft Project Agreement” means the draft Project Agreement labeled “Initial Draft Project

Agreement” and posted in the Data Room.

“Intellectual Property Rights” has the meaning set out in Section 6.9.

“Interim AIRS” has the meaning set out in Appendix K.

“Interim AIRS Submission Time” means the date and time identified as such in the Summary of Key

Information.



“Interim Financial Review Submission” has the meaning set out in Section 2.6(b).

“Junior Credit Facilities” means any credit facility provided to Project Co by an Affiliate of Project Co.

“Key Individuals” of a Proponent means the specific individuals, exclusive to the Proponent, filling the

following roles (or equivalent) in the Proponent’s Proposal and as may have been changed pursuant to

the RFQ or as may be changed pursuant to this RFP. A Key Individual role may only be filled by one

individual:

Project Co’s Lead;

Systems Design Director;

Facility Operations Director;

Project Co’s Design and Construction Representative; and

Quality Manager.

Key Individuals may fill multiple roles provided they have the qualifications and experience for all the

roles.

“Mandatory Requirements” means the Proposal Requirements described in Section 7.1.

“Maximum Tonnage Scenario” has the meaning set out in Section 6.6.1 of Table 2 of Appendix B.

“Minimum Tonnage Scenario” has the meaning set out in Section 6.6.1 of Table 2 of Appendix B.

“Participation Agreement” means the Participation Agreement executed by the Proponent as a

condition of being confirmed as a Proponent to participate in this RFP.

“Partnerships BC” means Partnerships British Columbia Inc.

“Performance Specifications” means the specifications for the design, construction, operation and

maintenance of the Facility as set out in the Project Agreement, including Schedule 3 [Design and

Construction Specifications] and Schedule 4 [Services Protocols and Specifications].

“Preferred Proponent” means the Proponent selected pursuant by the City pursuant to this RFP to

finalize the Project Agreement.

“Preferred Proponent Security Deposit” means an irrevocable letter of credit in the amount of $700,000

in the form set out in Appendix H or in such other form acceptable to the City in its discretion.

“Pricing Forms” means the forms set out in Appendix B.



“Project” means the design, construction, financing, commissioning, operation, maintenance and other

specified services of and for the Facility and all other works ancillary to the Facility.

“Project Agreement” has the meaning set out in Section 1.1.

“Project Co” means the entity that enters into the Project Agreement with the City and leads the Project

team through the term of the Project Agreement.

“Project Co’s Lead” means the individual responsible for leading Project Co to enter into the Project

Agreement with the City and through the term of the Project Agreement, as may have been changed


“Project Finance Solution” has the meaning set out in Section 3.9.

“Proponent” has the meaning set out in Section 1.2 and includes its Proponent Team members, as each

may have been changed pursuant to the RFQ or as may be changed pursuant to this RFP.

“Proponent Team” means a Proponent Team Lead, its Design-Builder, its Systems Designer, its Facility

Operator, its Equity Providers, its Guarantors and its Key Individuals, as may have been changed


“Proponent Team Lead” means the entity responsible for leading the Proponent Team, as may have

been changed pursuant to the RFQ or as may be changed pursuant to this RFP:

throughout the Competitive Selection Process for the Project;

entering into the Project Agreement; and

throughout the implementation of the Project Agreement.

“Proposal” means a proposal submitted in response to this RFP.

“Proposal Net Present Cost” has the meaning set out in Section 4.1.

“Proposal Requirements” means the requirements described in Appendix B.

“Proposal Validity Period” has the meaning set out in Section 6.14(a).

“Reference Information” has the meaning set out in Section 2.5.

“Reinvestment Base Rate Benchmark” has the meaning set out in Section 5.2.

“Relationship Disclosure Form” means a form substantially as set out in Appendix D or as otherwise

acceptable to the City.



“Request for Proposals” or “RFP” has the meaning set out in Section 1.1.

“Respondent” has the meaning given to it in the RFQ.

“Restricted Party” means those persons (including their former and current employees) who have a

conflict of interest or had, or currently have, participation or involvement in the Competitive Selection

Process or the design, planning or implementation of the Project, and who may provide a material unfair

advantage or confidential information to any Proponent that is not, or would not reasonably be expected

to be, available to other Proponents.

“RFQ” has the meaning set out in Section 1.2.

“Senior Credit Facility” means the senior credit facilities and any other credit facilities provided for in

Senior Financing Agreements.

“Senior Debt Base Rate Benchmark” has the meaning set out in Section 5.2.

“Senior Lender” means the entity providing the debt financing described in the Financial Submission for

any Proposal which meets the requirements of a project financing solution set out in Section 3.9.

“Shared Use Person” has the meaning set out in Section 9.9.

“Site” has the meaning set out in Section 3.1.

“Submission Location” means the submission location identified as such in the Summary of Key

Information.

“Submission Time for Alternative Biogas Product Sales Proposals” means the date and time

identified as such in the Summary of Key Information.

“Submission Time for Interim Financial Review Submission” means the date and time identified as

such in the Summary of Key Information.

“Submission Time for Financial Submissions” means the date and time identified as such in the

Summary of Key Information.

“Submission Time for Technical Submissions” means the date and time identified as such in the

Summary of Key Information.

"Summary of Key Information" means the summary of key information included herein as amended by

Addendum from time to time.

“Swapped Senior Debt Base Rate Benchmark” has the meaning set out in Appendix K.

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Request for Proposals Surrey Biofuel Processing Facility ... · RFP – Surrey Biofuel ... APPENDIX...

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Transcript of Request for Proposals Surrey Biofuel Processing Facility ... · RFP – Surrey Biofuel ... APPENDIX...