REQUEST FOR QUOTATIONS. for. Online Data Backup Services RFQ/IT/15/04/ Date Issued: May 15, 2015

Transcription

1 REQUEST FOR QUOTATIONS for Online Data Backup Services RFQ/IT/15/04/ Date Issued: May 15, 2015 Quotation Submission Deadline: 2:00 p.m. EDT on June 5, 2015 Page 1 of 34

2 TABLE OF CONTENTS PART 1 INTRODUCTION Invitation to Respondents Background - Independent Electricity System Operator (IESO) RFQ Not Binding RFQ Timetable IESO Contact Definitions...4 PART 2 EVALUATION & SELECTION PROCESS Stage I Compliance with Submission Criteria Stage II General Criteria...5 PART 3- TERMS AND CONDITIONS OF THE RFQ PROCESS IESO s Information in RFQ Only an Estimate Respondents Shall Bear Their Own Costs Communication during the Procurement Process Respondents to Review RFQ All New Information to Respondents by way of Addenda Post-Deadline Addenda and Extension of Quotation Submission Deadline Prohibited Respondent Communications Respondent Not to Communicate With Media IESO May Contact Respondent for Clarification Notification to Respondents of Outcome of Procurement Process Freedom of Information and Protection of Privacy Act Make Public Respondent Names Acceptance of Non-Compliant Quotations No Incorporation by Reference by Respondent Quotation to be Retained by the IESO No Contract IESO s Right to Select One or more Preferred Respondent(s) Governing Law of RFQ Process No Claims Respondents to Follow Instructions Quotations in English Quotations Submitted Only in Prescribed Manner...9 APPENDIX A REGISTRATION FORM APPENDIX B REFERENCE FORM APPENDIX C IESO INFORMATION & REQUIREMENTS APPENDIX D RATE FORM APPENDIX E SAMPLE STANDARD FORM OF AGREEMENT REF: RFQ/IT/15/04/ Page 2 of 34

3 PART 1 INTRODUCTION 1.1 Invitation to Respondents This Request for Quotations ("RFQ") is an invitation by the Independent Electricity System Operator (the IESO ) to prospective Respondents to submit Quotations for the provision of online data backup services, as further described in Section 2 of Appendix C - RFQ Specifications (the "Deliverables"), for a period of two (2) years. The IESO may, at its sole discretion, elect to extend the term for one additional one (1) year period. 1.2 Background - Independent Electricity System Operator (IESO) Effective January 1, 2015, the Ontario Power Authority and the Independent Electricity System Operator amalgamated into a new organization. The amalgamation was effected by amendments to the Electricity Act, 1998, S.O. 1998, c.15, Sched. A enacted under Schedule 7 to the Building Opportunity and Securing Our Future Act (Budget Measures), Both predecessor entities were continued as one not-for-profit corporation without share capital operating under the name Independent Electricity System Operator ( IESO ). The IESO reports to the Ontario Legislative Assembly through the Minister of Energy and is licensed and regulated by the Ontario Energy Board. The IESO is responsible for ensuring an adequate, long-term supply of electricity for Ontario, as well as operating the electricity market and directing the operation of the bulk electrical system in Ontario. Please see the IESO's website at for further information. 1.3 RFQ Not Binding This RFQ is not intended to create and does not create a formal legally binding bidding process. This RFQ does not commit the IESO in any way to select a Preferred Respondent, or to proceed to negotiations for an Agreement, or to award any Agreement, and the IESO reserves the complete right to, at any time reject all Quotations, and to terminate this RFQ process. This RFQ is not intended to create, and should not be construed as creating, contractual relations between the IESO and any Respondent. 1.4 RFQ Timetable The RFQ timetable is tentative only and may be changed by the IESO in its sole discretion. The following is the schedule for this RFQ (all times noted in EDT): Issue Date of RFQ May 15, 2015 Respondents Deadline for Questions May 22, 2015 Posting of responses to Questions May 26, 2015 Deadline for Issuing Addenda June 1, 2015 Quotation Submission Deadline 2:00 pm on June 5, 2015 REF: RFQ/IT/15/04/ Page 3 of 34

4 1.5 IESO Contact 1.6 Definitions Name : Megan Filey, Sr. Procurement Specialist, IESO Procurement Services megan.filey@ieso.ca and rfp.info@ieso.ca Unless otherwise specified in this RFQ, capitalized words and phrases have the following meaning in this RFQ. Agreement means a Standard Form of Agreement between the IESO and a Preferred Respondent for the delivery of the Deliverables, as set out in APPENDIX E "Personal Information" means recorded information about an identifiable individual or that may identify an individual. "Preferred Respondent" means the Respondent selected by the IESO to enter into negotiations for an Agreement. Service Provider means a Preferred Respondent which ultimately executes an Agreement with the IESO. [End of Part 1] REF: RFQ/IT/15/04/ Page 4 of 34

5 PART 2 EVALUATION & SELECTION PROCESS The IESO will conduct the evaluation of the Quotations in the following two stages: 2.1 Stage I Compliance with Submission Criteria Stage I of the evaluation process will consist of a review of each Quotation to determine which Quotations comply with the following submission criteria: i. Registration Form Each Proposal should include a completed Registration Form (Appendix A) signed by an authorized representative of the Proponent; and ii. Reference Form Each Proposal should include a completed Reference Form (Appendix B). iii. Acceptance of Sample Standard Form of Agreement Each proposal should include any proposed amendments to the Sample Standard Form of Agreement. If you are unwilling to sign the Agreement in the form attached as Appendix E please advise and include details of any proposed changes. Quotations which do not comply with all of the submission criteria, may, subject to the express and implied rights of the IESO, be disqualified and not evaluated further. 2.2 Stage II General Criteria Stage II of the evaluation process will consist of evaluating Quotations based on the criteria set out in Section 3 of Appendix C RFQ Specifications. 2.3 Stage III Pricing Stage III of the evaluation process will consist of evaluating the Pricing based on the criteria set out in Section 4 of Appendix C RFQ Specifications. 2.4 Stage IV Negotiation of Agreement(s) and Award If the IESO selects a Preferred Proponent or Preferred Proponents, then it may: (a) (b) (c) enter into an Agreement with the Preferred Proponent(s); or enter into discussions with the Preferred Proponent(s) to clarify any outstanding issues and attempt to finalize the terms of the Agreement(s), including financial terms. If discussions are successful, the IESO and the Preferred Proponent(s) will finalize the Agreement(s); or if at any time the IESO reasonably forms the opinion that a mutually acceptable Agreement is not likely to be reached within a reasonable time, give the Preferred Proponent(s) written notice to terminate discussions, in which event the IESO may then either open discussions with another Proponent or terminate the RFP and retain or obtain the Deliverables in some other manner. [End of Part 2] REF: RFQ/IT/15/04/ Page 5 of 34

6 PART 3- TERMS AND CONDITIONS OF THE RFQ PROCESS 3.1 IESO s Information in RFQ Only an Estimate The IESO and its advisors make no representation, warranty or guarantee as to the accuracy of the information contained in this RFQ or issued by way of addenda. Any quantities shown or data contained in this RFQ or provided by way of addenda are estimates only and are for the sole purpose of indicating to Respondents the general size of the work. It is the Respondent's responsibility to avail itself of all the necessary information to prepare a Quotation in response to this RFQ. 3.2 Respondents Shall Bear Their Own Costs The Respondent shall bear all costs associated with or incurred in the preparation and presentation of its Quotation including, if applicable, costs incurred for interviews, presentations or demonstrations. 3.3 Communication during the Procurement Process Respondents to Review RFQ Respondents are advised to examine all of the documents comprising this RFQ and: (a) (b) are requested to report any errors, omissions or ambiguities; and may direct questions or seek additional information, in writing by on or before the Respondents Deadline for Questions to the IESO Contact. All questions submitted by Respondents by to the IESO Contact shall be deemed to be received once the has entered into the IESO Contact s inbox. No such communications should be directed to anyone other than the IESO Contact All New Information to Respondents by way of Addenda This RFQ will only be amended by an addendum in accordance with this section. If the IESO, for any reason, determines that it is necessary to provide additional information (including responses to questions) relating to this RFQ, such information will be communicated to all Respondents by addenda either (a) posted on the IESO website and on any other site on which this RFQ was posted, or (b) ed or transmitted by facsimile if the RFQ was not posted, by the date specified in Section RFQ Timetable. Each addendum shall form an integral part of this RFQ. Such addenda may contain important information including significant changes to this RFQ. Respondents are responsible for obtaining all addenda issued by the IESO. REF: RFQ/IT/15/04/ Page 6 of 34

7 3.3.3 Post-Deadline Addenda and Extension of Quotation Submission Deadline If any addendum is issued after the Deadline for Issuing Addenda, the IESO may at its discretion extend the Quotation Submission Deadline for a reasonable amount of time Prohibited Respondent Communications The Respondents shall not engage in any communication which would constitute or create a Conflict of Interest (as defined in Appendix A Registration Form) and should take note of the Conflict of Interest declaration set out in the Registration Form. Communication by a Respondent with any IESO representative other than the IESO Contact may result in disqualification of the Respondent s Quotation Respondent Not to Communicate With Media A Respondent should not at any time directly or indirectly communicate with the media in relation to this RFQ or any contract awarded pursuant to this RFQ without first obtaining the written permission of the IESO Contact IESO May Contact Respondent for Clarification The IESO may contact the Respondent to request clarification (or the submission of supplementary written information in relation thereto) with respect to the Quotation and incorporate a Respondent s response to the request for clarification into the Respondent s Quotation. 3.4 Notification to Respondents of Outcome of Procurement Process Once the Preferred Respondent(s) and the IESO execute the Agreement, the other Respondents will be notified by the IESO in writing of the outcome of the procurement process, including the name(s) of the successful Proponent(s). 3.5 Freedom of Information and Protection of Privacy Act The Freedom of Information and Protection of Privacy Act, R.S.O. 1990, c.f.31, as amended, applies to information provided to the IESO by a Respondent. Subject to Section 5.5.4, a Respondent should identify any information in its Quotation or any accompanying documentation which is supplied in confidence and for which confidentiality is to be maintained by the IESO. The confidentiality of such information will be maintained by the IESO, except as otherwise required by law or by order of a court or tribunal. Respondents are advised that their Quotations will, as necessary, be disclosed on a confidential basis, to the IESO s advisers retained for the purpose of evaluating or participating in the evaluation of their Quotations. By submitting any Personal Information requested in this RFQ, Respondents are agreeing to the use of such information as part of the evaluation process, for any audit of this procurement process and for contract management purposes. REF: RFQ/IT/15/04/ Page 7 of 34

8 3.6 Make Public Respondent Names The IESO may make public the names of any or all Respondents. 3.7 Acceptance of Non-Compliant Quotations The IESO may accept Quotations which do not comply with the requirements of this RFQ. 3.8 No Incorporation by Reference by Respondent The entire content of the Respondent s Quotation should be submitted in a fixed form and the content of web sites or other external documents referred to in the Respondent s Quotation will not be considered to form part of its Quotation. 3.9 Quotation to be Retained by the IESO The IESO will not return the Quotation or any accompanying documentation submitted by a Respondent No Contract By submitting a Quotation and participating in the process as outlined in this RFQ, Respondents expressly agree that no contract or agreement of any kind is formed under, or arises from, this RFQ, prior to the signing of a formal written Agreement IESO s Right to Select One or more Preferred Respondent(s) The IESO reserves the right and discretion to divide up the Deliverables, either by scope, geographic area, or other basis as the IESO may decide, and to select one or more Preferred Respondents to enter into discussion with the IESO for one or more Agreements to perform a portion or portions of the Deliverables. If the IESO exercises its discretion to divide up the Deliverables, the IESO will do so reasonably having regard for the RFQ and the basis of Quotations Governing Law of RFQ Process This RFQ process shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein No Claims Neither party shall have the right to make claims against the other (including any application or other proceeding for a review by any court or other body) with respect to this RFQ process, the selection of any Proponent, the failure to be selected to enter into a formal written agreement, or the failure to honour submissions prior to the execution of a formal written agreement. [End of Part 3] REF: RFQ/IT/15/04/ Page 8 of 34

9 PART 4 QUOTATION SUBMISSION INSTRUCTIONS 4.1 Respondents to Follow Instructions Respondents should structure their Quotations in accordance with the instructions in this RFQ. Where information is requested in this RFQ, any response made in a Quotation should reference the applicable section numbers of this RFQ where that request was made. 4.2 Quotations in English All Quotations should be in English only. Any Quotations received by the IESO that are not entirely in the English language may be disqualified. 4.3 Quotations Submitted Only in Prescribed Manner Quotations should be submitted by the following method: A Respondent should submit one (1) original of the Quotation in either.doc or searchable.pdf format by to the RFQ Contact address listed below. Respondents should submit separate electronic files for: i) The technical submission as outlined in Section 3 of Appendix C (Quotation Content); and ii) The pricing submission as outlined in Section 4 of Appendix C (Pricing) Respondents who fail to submit their responses in the manner outlined may be deemed to be noncompliant and may be disqualified at the sole discretion of the IESO. Respondents should note that the total file size (including all attachments and appendixes) may not exceed 10 MB. Submission s should reference the following in the subject line: RFQ/IT/15/04/ Online Data Backup Services 4.4 Quotations Should Be Submitted On Time at Prescribed Location Quotations should be submitted only in the Prescribed Manner on or before the Quotation Submission Deadline. Quotations submitted to another location or after the Quotation Submission Deadline will be deemed late and may be disqualified. IESO is not responsible for any technical difficulties experienced by the Respondent in submitting its quotation. Quotations submitted after the Proposal Submission Deadline as a result of technical difficulties will be deemed late and may be disqualified. For the purpose of calculating time, if the prescribed manner is by delivery to the IESO Offices, the time the submission was received by the IESO clock will be used. If the prescribed manner is electronic delivery, the time of receipt noted by IESO s inbox will be used. 4.5 Amending or Withdrawing Quotations Prior to Quotation Submission Deadline At any time prior to the Quotation Submission Deadline, a Respondent may amend or withdraw a submitted Quotation. The right of Respondents to amend or withdraw includes amendments or withdrawals wholly initiated by Respondents and amendments or withdrawals in response to subsequent information provided by addenda. REF: RFQ/IT/15/04/ Page 9 of 34

10 Any amendment should clearly indicate what part of the Quotation the amendment is intending to replace. A notice of amendment or withdrawal should be sent to the IESO Contact prior to the Quotation Submission Deadline and should be signed by an authorized representative. The IESO is under no obligation to return amended or withdrawn Quotations. 4.6 Quotation Not to be Amended after Quotation Submission Deadline Quotations may not be amended following the Quotation Submission Deadline. [End of part 4] REF: RFQ/IT/15/04/ Page 10 of 34

11 APPENDIX A REGISTRATION FORM TO : Independent Electricity System Operator FROM : [Insert Name of Respondent] RE : (RFQ/IT/15/04/000158) 1. RESPONDENT INFORMATION (a) The full legal name of the Respondent is: (b) Any other relevant name under which the Respondent carries on business is: (c) The jurisdiction under which the Respondent is governed is: (d) The name, address, telephone, facsimile number and address of the contact person for the Respondent is: (e) Whether the Respondent is an individual, a sole proprietorship, a corporation, a partnership, a joint venture, an incorporated consortium or a consortium that is a partnership or other legally recognized entity: 2. RFQ NOT A BINDING PROCUREMENT PROCESS The Respondent has carefully examined the RFQ documents and has a clear and comprehensive knowledge of the Deliverables required under the RFQ. By submitting the Quotation, the Respondent and confirms its understanding that the RFQ is not a binding procurement process and that no contractual relations are created between the IESO and the Respondent as a result of the RFQ or the submission of the Quotation. REF: RFQ/IT/15/04/ Page 11 of 34

12 3. ADDENDA The Respondent confirms that it has read and accepted all addenda issued by the IESO prior to the Deadline for Issuing Addenda. The onus remains on the Respondent to make any necessary amendments to its Quotation based on the addenda. 4. CONFLICT OF INTEREST Prior to completing this portion of the Registration Form, Respondents should refer to the definition of Conflict of Interest set out below. "Conflict of Interest" includes, but is not limited to, any situation or circumstance where: (a) (b) in relation to the RFQ process, the Respondent has an unfair advantage or engages in conduct, directly or indirectly, that may give it an unfair advantage, including but not limited to (i) having or having access to information in the preparation of its Quotation that is confidential to the IESO and not available to other Respondents; (ii) communicating with any person with a view to influencing preferred treatment in the RFQ process; or (iii) engaging in conduct that compromises or could be seen to compromise the integrity of the open and competitive RFQ process and render that process non-competitive and unfair; or in relation to the performance of its contractual obligations in an IESO contract, the Respondent s other commitments, relationships or financial interests (i) could or could be seen to exercise an improper influence over the objective, unbiased and impartial exercise of its independent judgement; or (ii) could or could be seen to compromise, impair or be incompatible with the effective performance of its contractual obligations. If the box below is left blank, the Respondent will be deemed to declare that: (1) there was no Conflict of Interest in preparing its Quotation; and (2) there is no foreseeable Conflict of Interest in performing the contractual obligations contemplated in the RFQ. Otherwise, if the statement below applies, check the box. The Respondent declares that there is an actual or potential Conflict of Interest relating to the preparation of its Quotation, and/or the Respondent foresees an actual or potential Conflict of Interest in performing the contractual obligations contemplated in the RFQ. If the Respondent declares an actual or potential Conflict of Interest by marking the box above, the Respondent must set out below details of the actual or potential Conflict of Interest: 5. DISCLOSURE OF INFORMATION The Respondent hereby agrees that any information provided in this Quotation, even if it is identified as being supplied in confidence, may be disclosed where required by law or if required by order of a court or tribunal. The Respondent hereby consents to the disclosure, on a confidential basis, of this Quotation by the IESO to the IESO s advisers retained for the purpose of evaluating or participating in the evaluation of this Quotation. REF: RFQ/IT/15/04/ Page 12 of 34

13 6. TAX REPRESENTATION Please select one: The Respondent represents and warrants that the Respondent is a resident of Canada. The Respondent represents and warrants that the Respondent is a non-resident of Canada. [Insert Name of Respondent Representative] Signature of Respondent's Authorized Representative Name and Title : Date : REF: RFQ/IT/15/04/ Page 13 of 34

14 APPENDIX B REFERENCE FORM Each Respondent is requested to provide three (3) references from clients who have obtained similar goods or services from the Respondent in the last five (5) years as those requested in this RFQ. Company Name : Company Address : Contact Name : Contact Telephone Number : Date Work Undertaken : Nature of Assignment : Reference #1 Reference #2 Company Name : Company Address : Contact Name : Contact Telephone Number : Date Work Undertaken : Nature of Assignment : Reference #3 Company Name : Company Address : Contact Name : Contact Telephone Number : Date Work Undertaken : Nature of Assignment : REF: RFQ/IT/15/04/ Page 14 of 34

15 APPENDIX C IESO INFORMATION & REQUIREMENTS SECTION 1 OVERVIEW 1.1 Context The IESO is seeking a Service Provider to provide online data backup services for its downtown office located at 120 Adelaide Street West, Toronto ( Adelaide ) IT Operations, in accordance with the Deliverables outlined in Section 2 of this Appendix and for the volumes as disclosed under Section of this Appendix C. SECTION 2 DELIVERABLES 2.1 Objective(s) [End of Section 1] The Services provided by the successful proponent must include: The online data backup services (the Services ) must meet the following minimum requirements: (a) Provide an online backup solution based on Asigra v10 technology; (b) Capability to provide storage for over 100TB of data and have capacity for an additional 100TB; (c) Ensure secure encrypted data; (d) Provide 24X7 live operator technical support (e) Capability to transfer 1TB of data within IESO nightly backup window. (f) Data must be stored in a secure, Tier 3 industry certified data centre and must be located within Canadian borders. Respondents should refer to Section for additional details. (g) Provide monthly reports on daily and monthly volumes The Service Provider will be required to migrate the current backup solution to its backup solution. This migration will be completed during the migration window as further outlined in Section 2.2 below (Timelines) The Service Provider will be required to provide one training session to IESO IT staff. Training will include troubleshooting for incident resolution and general use of the solution. User guides should be provided for future reference. 2.2 Timelines The following outlines the expected timelines for the implementation of the Services. The timelines are provided as an estimate only and are subject to change. Milestone Timeline Commencement of implementation plan On or before June 15, 2015 Full implementation On or before July 15, 2015 REF: RFQ/IT/15/04/ Page 15 of 34

16 Respondents should note that implementation should be scheduled to allow for parallel operation with the current backup solution and that these requirements should be demonstrated in the Respondent s submission to this RFQ. 2.3 Material Disclosures Respondents should review the following disclosures that are material to this RFQ Current Volumes The IESO currently has 3048 GB of storage for its Adelaide location with 108,000 GB in archived storage. As is required to meet its business requirements, the IESO may increase or decrease the total size of storage requirements throughout the term of the Agreement. It is expected that increases or decreases in the total size of storage requirements will be provided in accordance with the pricing submitted in Appendix D of this RFQ Storage Location All data must be stored within Canadian borders. No storage outside of Canadian borders will be permitted. Respondents are requested to provide in their response a description of their data centre, including its geographic location. Any submission received proposing a data centre outside of Canada will be disqualified from review. [End of Section 2] REF: RFQ/IT/15/04/ Page 16 of 34

17 SECTION 3 QUOTATION CONTENT In addition to the requirements outlined in Section 2.1 of Part 2 of the RFQ Compliance with Submission Criteria, Respondents are encouraged to submit quotations that conform to the following section headings and requirements. Failure to conform may impair the quotation review process, possibly to the detriment of the Respondent. 3.1 Experience, Skills and Qualifications Each Respondent should provide: Brief description of the Respondent s organizational structure and history, including any subcontractors it intends to use; A brief description of the Respondent s knowledge, skills, expertise and experience in providing the required Deliverables; A description of the qualifications and experience of personnel and subcontractors the Respondent proposes to assign for the provision of the Deliverables (including a curriculum vitae for each proposed resource); 3.2 Implementation Plan Each Proponent should provide: A description of how the Proponent will provided the required Deliverables; The proposed schedule for delivery of the Deliverables (Gantt chart), management of the work, delegation of responsibility (tasks and assigned persons), work plans, cost control, reporting and quality control and subcontracting arrangements. Vendor tasks, IESO tasks, timelines Pricing Each Proponent should provide: The Proponent s proposed fees and costs in the manner set out in Appendix D Rate Form; and Any added-value services to be proposed to the IESO at no additional cost. The IESO will not pay or reimburse any hospitality, incidental or food expenses; such items should not be included in pricing submissions. The IESO will not responsible for any travel or accommodation expenses incurred by the Service Provider that are not pre-approved in writing by the IESO and charged in accordance with Management Board of Cabinet s Travel, Meal and Hospitality Expenses Directive, as may be amended or replaced from time to time. [End of Section 3] REF: RFQ/IT/15/04/ Page 17 of 34

18 SECTION 4 SUBMISSION EVALUATION CRITERIA 4.1 Respondent Submissions will be evaluated in the following manner: Stage II will consist of an evaluation of the quotation to determine the high score based on the following criteria: Rated Criteria Category Weighting (Points) Experience, Skills & Qualifications 30 Implementation Plan 20 Annual Estimate Pricing 45 Supplementary Pricing 5 Total Points Pricing Evaluation Methodology - Annual Estimate Pricing Annual Estimate Pricing will be scored in the following manner: Each Respondent will receive a percentage of the total possible points allocated to price for the particular category, as calculated by the following formula: lowest bid price/respondent bid price = % For example, if the lowest bid from a Respondent in a particular category is $120, it receives 100% of the points (120/120 = 100%); a Respondent who bids $ receives 80% of the possible points for that category (120/150 = 80%) and a Respondent who bids $ receives 50% of the possible points for that category (120/240 = 50%). 4.3 Pricing Evaluation Methodology - Supplementary Pricing Supplementary Pricing will be scored based on an analysis of the pricing submitted to determine the best value to the IESO. This includes: - Highest discount for volume increases; and - Lowest per GB pricing. [END OF APPENDIX C] REF: RFQ/IT/15/04/ Page 18 of 34

19 APPENDIX D RATE FORM Name of Respondent: Respondents are requested to complete the following Rate Form using the structure provided. All prices should be inclusive of all labour, equipment, travel, and other applicable incidentals. All prices must be Canadian dollars and are exclusive of taxes. D1. Annual Estimate Pricing Respondents are requested to provide Unit Rates based on the unit of measure and quantity listed below for the Services as described in Appendix C IESO Information and Requirements. Item Unit Rate Unit of Measure Quantity Online Storage Up to 5 TB Per month 12 months Archive Storage Up to 250TB Per month 12 months Service Charges Per month 12 months Migration Cost for 108TB of Each 1 archive storage Set-Up Fee Each 1 Total Estimated Cost: Total Cost (Unit Rate x Quantity) In the event of a mathematical discrepancy between the unit rates provided and the total sum, the unit rates shall prevail. Pricing in this table D1 will be evaluated using the methodology outlined in Section 4.2 of Appendix C. D2. Supplementary Pricing Respondents are requested to provide the following supplementary rates as detailed in the table below. Item Unit of Measure Unit Rate Online Storage Up to 1 TB Per month Online Storage More than 5 TB Per month Archive Storage Up to 100 TB Per month Archive Storage More than 500 TB Per month Bandwidth Charges Per GB Pricing in this table D2 will be evaluated using the methodology outlined in Section 4.3 of Appendix C. [END OF APPENDIX D] REF: RFQ/IT/15/04/ Page 19 of 34

20 APPENDIX E SAMPLE STANDARD FORM OF AGREEMENT Respondents are requested to review the below sample standard form of Agreement. If the Respondent is unwilling to agree to the terms and conditions as they are proposed, please submit a marked-up version of this Appendix E with suggested revisions. If a Respondent does not submit a marked-up copy of this Appendix E, it will be considered acceptance of the terms as they are written. This Contract is made between the INDEPENDENT ELECTRICITY SYSTEM OPERATOR (the IESO ) and [Insert Legal Name CAPS] (the Contractor ). IN CONSIDERATION of the covenants of the parties to this Contract, the parties covenant and agree with each other as follows: 1. Retainer: The IESO hereby retains the Contractor, as an independent contractor, for the purpose of performing the services described in Schedule A (the Services ) during the term specified in Schedule A (the Term ) and the Contractor hereby accepts the retainer. 2. Performance: The Contractor will diligently perform and complete the Services in accordance with this Contract, Industry Standards, and applicable laws (as specified in Section 6). For certainty, Industry Standards includes, but is not limited to: (i) the provision of any and all labour, supplies, equipment and other goods or services that are necessary and can reasonably be understood or inferred to be included within the scope of this Contract or customarily provided for services of the type specified in this Contract in similar situations, and (ii) adherence to commonly accepted norms of ethical business practices. The Contractor will obtain information and direction from the IESO on a regular basis in the performance of the Services. The Contractor acknowledges and agrees that any failure by it to perform the Services as defined in this Contract, may have a material adverse effect on the business and operations of the IESO. 3. Fees: As payment for the Services, the IESO will pay to the Contractor the Fees as set out in Schedule A. For certainty, Fees will comprise the maximum price to be charged by the Contractor for the Services, inclusive of all labour, materials, overhead, insurance, eligible expenses, and applicable duties and taxes, but exclusive of harmonized sales tax ( HST ). 4. Payment Terms: The Contractor will render invoices for the Fees to the IESO monthly in arrears, unless otherwise specified in Schedule A, and the IESO will pay to the Contractor the Fees or such portion thereof as is properly due, together with HST (if applicable). Invoices will contain such information and details as the IESO may reasonably require. Payment terms are net 30 days from receipt of invoice by the IESO; PROVIDED THAT the IESO may withhold payment of any portion of the invoice which is in dispute and the IESO and the Contractor will act reasonably to resolve such dispute in a timely manner. REF: RFQ/IT/15/04/ Page 20 of 34

21 5. Contractor to Provide: The Contractor will provide all personnel, labour, materials, supplies equipment, tools, transportation and other requirements for the timely and proper performance of the Services, except as otherwise expressly set forth in this Contract. 6. Applicable Laws: The Contractor will comply with all policies of the IESO, as specified and provided by the IESO, and all applicable statutes, laws, and regulations relating to the performance of the Services, including, but not limited to: (a) any applicable worker s compensation or employment standards laws, including, but not limited to, the Employment Standards Act, 2000, the Human Rights Code, the Pay Equity Act, the Labour Relations Act, 1995, the Workplace Safety and Insurance Act, 1997, and the Immigration and Refugee Protection Act, in each case as amended; and, (b) as applicable, all obligations of the employer, as defined by the Occupational Health and Safety Act, R.S.O. 1990, c.o.1, as amended, pursuant to which, the Contractor will provide to the IESO: (i) the Contractor s occupational health and safety policy and its program to implement that policy, within 10 business days of execution of this Contract, and (ii) the site specific safety plan, prior to the performance of any on-site work. 7. Confidential Information: (a) The Contractor will treat as confidential all information of the IESO disclosed to the Contractor, or which comes into the knowledge, possession or control of the Contractor under this Contract that is confidential by its nature or in the circumstances in which it is received, regardless of whether it is identified as confidential or not, which will include information of third parties, whether recorded or not, and however fixed, stored, or expressed (the Confidential Information ). (b) Confidential Information will not include: (i) information that is generally known to the public, other than as a result of a breach of this Contract, (ii) information that the Contractor already possesses without obligation of confidentiality or develops independently, or (iii) information that is required by law or court order to be disclosed, but only to the extent of such required disclosure, and subject to the prior written consent of the IESO and, for any Confidential Information about a third party, subject to the prior written consent of the third party. The Contractor agrees to immediately give written notice to the IESO of any request from anyone for release of any Confidential Information. (c) Subject to the Section 8, Personal Information and Privacy provisions, the Contractor will keep all Confidential Information confidential and provide the Confidential Information to the IESO on demand with no copy or portion kept by the Contractor in any form or on any media. The Contractor will limit the disclosure of Confidential Information to only those of its personnel and subcontractors who have a need to know it and who have been specifically authorized to have such disclosure as required to perform the Services. The REF: RFQ/IT/15/04/ Page 21 of 34

22 Contractor will notify the IESO promptly in writing of any loss or inability to account for the Confidential Information. (d) If a conflict or inconsistency arises between the provisions of this Section and the Section 8, Personal Information and Privacy provisions, the Personal Information and Privacy provisions will govern. 8. Personal Information and Privacy: (a) Personal Information means any information that identifies or can identify an individual. (b) The Contractor will treat all Personal Information gained by it as a result of the performance of the Services as Confidential Information. (c) The Contractor will not send, direct, store or transmit any record of such Personal Information outside of Canada. (d) The Contractor acknowledges and agrees that the Freedom of Information and Protection of Privacy Act, R.S.O. 1990, c. F.31 (the FIPPA ), as amended from time to time, applies to and governs all records, and may require the disclosure of such records to third parties. Further, the Contractor agrees: (i) to keep all records secure; (ii) to provide records to the IESO within 7 calendar days of being directed to do so by the IESO for any reason, including an access request or privacy issue; (iii) not to access any Personal Information unless the IESO determines, in its sole discretion, that access is permitted under FIPPA and is necessary in order to perform the Services; (iv) not to directly or indirectly use, collect or destroy any Personal Information for any purposes that are not authorized by the IESO; (v) to ensure the security and integrity of Personal Information and keep it in a physically secure and separate location safe from loss, alteration, destruction or intermingling with other records and databases and to implement, use and maintain the most appropriate products, tools, measures and procedures to do so; (vi) to restrict access to Personal Information to those of its personnel and subcontractors that have a need to know it for the performance of the Services; and (vii) to immediately give written notice to the IESO of any request from anyone for release of any Personal Information. REF: RFQ/IT/15/04/ Page 22 of 34

23 9. Intellectual Property: The intellectual property of the IESO and the Contractor will be governed by the provisions in Schedule C. 10. Conflict of Interest: (a) A Conflict of Interest will include, but is not limited to, any situation or circumstances where, in relation to the performance of its obligations under this Contract, the Contractor s other commitments, relationships or financial interests: (i) could or could be seen to exercise an improper influence over the objective, unbiased and impartial exercise of its independent judgment, or (ii) could or could be seen to compromise, impair or be incompatible with the effective performance of its contractual obligations. (b) The Contractor will: (i) avoid any Conflict of Interest in the performance of its contractual obligations, (ii) disclose to IESO without delay any actual or potential Conflict of Interest that arises during the performance of its contractual obligations, and (iii) comply with any requirements prescribed by IESO to resolve any Conflict of Interest. (c) In addition to all other contractual rights or rights available at law or equity, the IESO may immediately terminate this Contract upon giving notice to the Contractor where: (i) the Contractor fails to disclose an actual or potential Conflict of Interest, (ii) the Contractor fails to comply with any requirements prescribed by the IESO to resolve a Conflict of Interest, or (iii) the Contractor s Conflict of Interest cannot be resolved. 11. Payments, Gifts and Hospitality: To preserve the image and integrity of the IESO and its employees and agents, the Contractor and its personnel, agents or subcontractors must not: (a) make any offer of a loan, cash, gift certificate, discount or service, or (b) offer any business gifts or hospitality, other than items of nominal value given as an expression of reasonable courtesy or hospitality. The frequency, value and nature of gifts or hospitality must not be such that a reasonable person might conclude that the gift or hospitality could influence the recipient in performing his or her duties, including making a business decision, as a consequence of accepting such hospitality or gifts. 12. Insurance: During the Term, the Contractor will maintain the minimum insurance coverage specified in Schedule B and will provide satisfactory certificates of insurance confirming such coverage on request by the IESO. 13. Audit and Records Retention: The Contractor will maintain, at its cost, complete and accurate records of the Services performed for the IESO and all Fees, or other amounts, charged to the IESO, for a period of 7 years after the expiry or early termination of the Term. During the Term and for 7 years thereafter, the IESO and any person designated by the IESO, will have access to the Contractor s records and documentation relating to the Services, at all reasonable times and on REF: RFQ/IT/15/04/ Page 23 of 34

24 reasonable notice, for the purpose of auditing and verifying the performance of and Fees charged for the Services. 14. Exclusion of Liability: Notwithstanding anything to the contrary expressed or implied in this Contract, the IESO will not be liable to the Contractor for any general, indirect or consequential damages, including lost profits, or any economic loss of any kind, regardless of whether the liability to which such damages relate arises in contract, tort, otherwise in law, or for any bodily injury, loss, or damage sustained by the Contractor, its employees, agents or subcontractors arising from any cause whatsoever. 15. Indemnity: The Contractor will hold harmless and indemnify the IESO (including members of its board of directors, officers, employees and agents), from and against the costs, losses, damages, actions and liabilities incurred by the IESO arising directly or indirectly in connection with, or as a result of, any breach, default, negligent act or omission, or wilful misconduct by the Contractor, its employees or agents in the performance of its obligations under this Contract or as a result of any misrepresentation in this Contract. 16. Assignment: The Contractor will not assign, subcontract (except as otherwise provided in Schedule A) or otherwise dispose of any of its rights, obligations, or interests in this Contract, without the prior written consent of the IESO. Such consent will be in the sole discretion of the IESO, acting reasonably, and subject to the terms and conditions that may be imposed by the IESO. The IESO may assign this Contract upon written notice to the Contractor. 17. Termination: (a) The IESO may terminate this Contract immediately if any of the following events occur, as determined by the IESO in its sole discretion: (i) (ii) (iii) (iv) (v) any material breach or non-performance by the Contractor of its obligations under this Contract, including failure of the Contractor to devote the necessary time, resources, staff, and skill to the performance of the Services; any breach of the Contractor s obligations pursuant to Section 7, Confidential Information; Section 8, Personal Information and Privacy; or Section 10, Conflict of Interest; the Contractor assigns, subcontracts or otherwise transfers its interest in this Contract or any obligations under it to any third party, without the IESO s prior written consent, as required by Section 16; the Contractor becomes insolvent, is adjudged bankrupt or takes the benefits of any legislation relating to bankrupt or insolvent debtors; the Contractor voluntarily or by court order is wound-up, dissolved or liquidated; REF: RFQ/IT/15/04/ Page 24 of 34

25 (vi) (vii) any adverse change in circumstance or conduct of the Contractor which may affect or harm the status or reputation of the IESO; and the Contractor fails to comply with applicable laws and regulations. (b) The IESO reserves the right to terminate this Contract at any time, without cause and without penalty, upon 30 days prior written notice to the Contractor. 18. Consequences of Termination: As of the effective date of termination, the rights and obligations of the parties will cease (except to the extent such rights and obligations apply to that portion of the Term occurring prior to the effective date of termination) and the parties will co-operate in the return of records and information, payments and related matters. 19. Notice: Any notice to be given by either party hereto to the other pursuant to this Contract will be in writing and delivered by regular mail, facsimile or electronic mail during the IESO s normal business hours to the address specified in Schedule A (or such other address as notified by a party by notice given under this Section). Notices will be deemed to have been given: (a) in the case of delivery by postal service, 5 business days after such notice is sent, or (b) in the case of delivery by courier service, by facsimile, or by (or other electronic mail service), 1 business day after such notice is sent. 20. Inconsistency: If there is any inconsistency between the provisions of the body of this Contract and any Schedule to this Contract, the body of this Contract will prevail, unless the Schedule expressly refers to the section of the body of the Contract over which it prevails. 21. Miscellaneous: (a) Entire Agreement. This Contract constitutes the entire understanding between the parties relating to the Services. There are no contracts, representations or warranties except as set forth in this Contract. No modification or amendment to this Contract will be binding unless executed in writing by the parties. (b) Benefit of Contract. The terms of this Contract will enure to the benefit of and be binding upon the successors of each of the parties. (c) Interpretation. In any provision of this Contract containing words denoting inclusion (e.g. including ) followed by a list of specific matters or items, such lists will not restrict the generality of such provision. (d) Governing Law and Forum. This Contract will be governed by the laws in effect in the Province of Ontario and the applicable federal laws of Canada. The parties irrevocably and unconditionally submit to the jurisdiction of the courts of Ontario and all courts competent to hear appeals from them. The jurisdiction of any proceeding commenced by the REF: RFQ/IT/15/04/ Page 25 of 34

26 Contractor will vest solely and exclusively in Ontario, and the Contractor will not file a proceeding in any other jurisdiction. (e) IESO Marks. The Contractor will not use, nor will it permit any person employed by it to use, identifying marks of the IESO other than with the prior written consent of the IESO, which may be arbitrarily withheld. (f) Relationship of the Parties. Nothing in this Contract will make the relationship between the IESO and the Contractor one of partnership, joint venture or employment. The Contractor is an independent contractor. Nothing in this Contract constitutes authority for the Contractor to make commitments which bind the IESO or otherwise act on behalf of the IESO. (g) Currency. Unless otherwise specified in Schedule A all references to dollar amounts are Canadian dollars. 22. Survival: Terms, provisions, covenants and conditions contained in this Contract which, by their nature or the terms thereof, require their performance by the parties after the expiration or termination of this Contract will continue in full force and effect following such expiry or termination, including, Sections 7, 8, 9, 10, 13, 14, 15 and Counterparts: This Contract may be executed in any number of counterparts, each of which will be deemed an original, and all of which taken together will be deemed to constitute one and the same instrument. Delivery of an executed signature page to this Contract by any party by electronic transmission or facsimile will be as effective as delivery of a manually executed copy of the Contract. 24. Effective Date: This Contract will become effective when all the parties have signed it. The date this Contract is signed by the last party to sign it (as indicated by the date associated with that party s signature) will be deemed the date of this Contract (the Effective Date ). Each party is signing this Contract on the date stated beneath that party s signature. INDEPENDENT ELECTRICITY SYSTEM OPERATOR [INSERT NAME OF COUNTERPARTY] Signature of Authorized Representative Signature of Authorized Representative Printed Name Printed Name REF: RFQ/IT/15/04/ Page 26 of 34

27 Title Title Date Date REF: RFQ/IT/15/04/ Page 27 of 34

28 SCHEDULE A DESCRIPTION OF TERM, SERVICES AND FEES Part 1. Term: 1.1 Subject to Section 1.2 of this Schedule A, [delete if no extension option to be provided for in 1.2], [The/the] Term of this Contract commences on the Effective Date and ends on [INSERT END DATE] (the Expiry Date ). 1.2 [NTD: Specify any option to extend term here or delete.] The Term of this Contract may be extended at the sole discretion of the IESO, upon prior written notice to the Contractor, for [two] additional [one-year] terms. For certainty, the Term will not exceed [INSERT DATE]. [NTD: Ensure extension option is consistent with scope of procurement (RFP)]. Part 2. Services: 2.1 [NTD: Include a detailed description of all aspects of the services. Use mandatory language: The Contractor will ] Part 3. Subcontractors: 3.1 The Contractor will not subcontract any part of this Contract without the prior written consent of the IESO, where such consent will be at the sole discretion of the IESO. 3.2 No subcontract will result in the imposition of additional liability on the IESO, or any additional obligations on the IESO. Further, the use of any subcontractor by the Contractor will not relieve the Contractor of any obligation or liability under this Contract, and the terms and conditions of any subcontract entered into by the Contractor with a subcontractor for any part of the Services will be consistent in all respects with the applicable terms and conditions of this Contract. For certainty, the Contractor remains the primary point of contact for the IESO in connection with this Contract. 3.3 If the IESO, in its sole discretion, deems any subcontractor to be unsuitable, the IESO may withdraw its approval of such subcontractor and the Contractor will immediately, upon receipt of the IESO s request, stop using the subcontractor to provide the Services. The Contractor may propose a suitable replacement subcontractor, at no cost to IESO. Part 4. Fees: [NTD: Insert the appropriate Fee structure and delete the inapplicable provisions] 4.1 [Where hourly rate for personnel] The IESO will pay the Contractor the following hourly rate for work performed by its personnel: Name Position Hourly rate (CDN $) REF: RFQ/IT/15/04/ Page 28 of 34