REQUEST FOR PROPOSALS. for. Hosting Clearwell E-Discovery Software and providing related Services (RFP/IT/15/07/000172)

Transcription

1 REQUEST FOR PROPOSALS for Hosting Clearwell E-Discovery Software and providing related Services (RFP/IT/15/07/000172) Date Issued: September 16, 2015 Proposal Submission Deadline: 15:00 EDT on October 15, 2015 Page 1 of 45

2 TABLE OF CONTENTS 1.1 Invitation to Proponents Background - Independent Electricity System Operator (IESO) RFP Not Binding RFP Timetable IESO Contact Definitions...4 PART 2 EVALUATION & SELECTION PROCESS Stage I Compliance with Submission Criteria Stage II General Criteria Stage III Short List and Further Evaluation Stage IV Negotiation of Agreement(s) and Award...7 PART 3- TERMS AND CONDITIONS OF THE RFP PROCESS IESO s Information in RFP Only an Estimate Proponents Shall Bear Their Own Costs Communication during the Procurement Process Proponents to Review RFP All New Information to Proponents by way of Addenda Post-Deadline Addenda and Extension of Proposal Submission Deadline Prohibited Proponent Communications Proponent Not to Communicate With Media IESO May Contact Proponent for Clarification Notification of Outcome and Debriefing Notification to Proponents of Outcome of Procurement Process Debriefing Freedom of Information and Protection of Privacy Act Make Public Proponent Names Acceptance of Non-Compliant Proposals No Incorporation by Reference by Proponent Proposal to be Retained by the IESO No Contract IESO s Right to Select One or more Preferred Proponent(s) Governing Law of RFP Process No Claims PART 4 PROPOSAL SUBMISSION INSTRUCTIONS Proponents to Follow Instructions Proposals in English Proposals Submitted Only in Prescribed Manner APPENDIX A REGISTRATION FORM APPENDIX B REFERENCE FORM APPENDIX C IESO INFORMATION & REQUIREMENTS APPENDIX D TERMS AND CONDITIONS OF CONTRACT PERFORMANCE APPPENDIX E TERMS AND CONDITIONS OF CONTRACT PERFORMANCE COMPLIANCE MATRIX...45 Page 2 of 45

3 PART 1 INTRODUCTION 1.1 Invitation to Proponents This Request for Proposals ("RFP") is an invitation by the Independent Electricity System Operator (the IESO ) to prospective Proponents to submit proposals for the provision of hosting IESO s Pre- Processing, Processing, Analysis and Review (PPAR) Clearwell Appliance. Including responsibility for all IT related activity for the PPAR module, including but not limited to, data ingestion, trouble shooting and updates for the duration of the services, as further described in Section 2 of Appendix C - RFP Specifications (the "Deliverables"), for a term of three (3) years, with the possibility of two (2) one (1) year extensions. 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 RFP Not Binding This RFP is not intended to create and does not create a formal legally binding bidding process. This RFP does not commit the IESO in any way to select a Preferred Proponent, 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 Proposals, and to terminate this RFP process. This RFP is not intended to create, and should not be construed as creating, contractual relations between the IESO and any Proponent. 1.4 RFP Timetable The RFP timetable is tentative only and may be changed by the IESO in its sole discretion. The following is the schedule for this RFP (all times noted in [EDT]): Page 3 of 45

4 Issue Date of RFP Wednesday September 16, 2015 Proponents Deadline for Questions 15:00 on Thursday September 24, 2015 Posting of responses to Questions Wednesday September 30, 2015 Deadline for Issuing Addenda Wednesday September 30, 2015 Proposal Submission Deadline 15:00 on Thursday October 15, IESO Contact Name : Adam Igbon, Sr. Procurement Specialist [email protected] 1.6 Definitions Unless otherwise specified in this RFP, capitalized words and phrases have the following meaning in this RFP. "Agreement" means a Managed Services Agreement between the IESO and a Preferred Proponent for the delivery of the Deliverables, as set out in APPENDIX D. Coding means identifiers applied to the converted paper records. Cold Storage : means the removal and storage of a case from the PPAR tool onto an external drive with the tags and folder structures remaining intact. Completion Date is deemed to be 30 days after the Services have been terminated or 180 days after the last shipment of Deliverables, whichever is sooner. Service Provider means a Preferred Proponent which ultimately executes an Agreement with the IESO. Critical Incident means either an incident that impedes core business operations of the entire IESO or an incident that results in the loss of critical IESO data and work product, connection to the data centre, or web-hosting functionality. Deliverables means the production-ready work product is available to the IESO for its use. FTP or EFT sites refers to file transfer protocol or enhanced file transfer sites to facilitate the transfer of IESO data. Page 4 of 45

5 High Incident means either an incident that prevents users from performing routine tasks or affects a single user or small group, for example crashing or freezing. ICP means Identification, collection and preservation tool, and related hardware and software. Incident means an unplanned interruption to an IT service or reduction in the quality of an IT service for example Critical, Urgent, High, Medium and Low Incidents, as defined in this Section. Incident Ticket means computer generated unique ticket to uniquely identify the Incident. IT Support means work undertaken by the Service Provider to install or repair IESO-owned hardware. Low Incident means basic inquiries, software installation and new account requests to name a few. Managed Service refers to the housing and administration of IESO-owned software or hardware by the Service Provider in the Service Provider s environment. Medium Incident means an incident that negatively impacts software performance or speed; or causes intermittent service interruptions, but does not prevent user from conducting daily routine tasks. OCR means the process of converting the paper records using optical character recognition software. IESO Records means: (i) all documents or data provided to the Service Provider by the IESO or generated by the Service Provider from those documents or data in respect of the Services but does not include correspondence or reports about projects or the Services; (ii) all documents or data provided to the Service Provider by the IESO or generated by the Service Provider from those documents or data in respect of the Services but does not include correspondence or reports about projects or the Services; (iii) any documents or data in any format received by the Service Provider from the IESO or a third party on behalf of the IESO, including hard copy documents to be scanned and digital media to be culled, processed or converted. IESO Work Product means all annotations or mark-ups in respect of the IESO Records saved in the Service Provider s environment. "Personal Information" means recorded information about an identifiable individual or that may identify an individual. PPAR Tool means the pre-processing, processing, review and analysis tool, and related hardware and software. "Preferred Proponent" means the Proponent selected by the IESO to enter into negotiations for an Agreement. Professional Services means project/case management, database administration, training support, software installation, software maintenance, software upgrades, e-discovery consulting, and technology/collections consulting services provided by the Service Provider. Page 5 of 45

6 Production Environment means IT Systems and components that comprise the operational day-to-day delivery of IT Services Proponent means an entity who has submitted a response to this Request for Proposal. Restoration means restoring the PPAR Tool and IESO Records, IESO Work Product, and Deliverables after an incident that has made the above inoperable or inaccessible. Resolution means resolving an Incident through the use of a workaround solution that is acceptable to the IESO. Service Provider means a Preferred Proponent which ultimately executes an Agreement with the IESO. Services means the services to be provided by the Service Provider to the IESO pursuant to this contract as more particularly described in Parts 3-8 of Schedule A. Term means the term of the Contract. Update means all patches, bug fixes, error corrections, enhancements and updates to the PPAR and ICP software. Urgent Incident means an incident that negatively impacts essential business functions of the PPAR tool; the ability of the majority of IESO users to access the PPAR Tool, or the business operations of the entire IESO legal department. [End of Part 1] Page 6 of 45

7 PART 2 EVALUATION & SELECTION PROCESS The IESO will conduct the evaluation of the Proposals in the following four stages: 2.1 Stage I Compliance with Submission Criteria Stage I of the evaluation process will consist of a review of each Proposal to determine which Proposals 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; ii. Reference Form Each Proposal should include a completed Reference Form (Appendix B ); iii. Completed Incident table (Section 2 - Appendix C ); iv. Pricing Form Each Quotation should include a completed Pricing Form in Microsoft Excel format (Section 3 - Appendix C ); and v. Review of the Standard Form of Agreement (Appendix D ). The IESO has attached its standard form agreement. If you intend to negotiate any clauses in the Agreement, each proposal should include any proposed amendments to the Standard Form of Agreement by completing the Terms and Conditions of Contract Performance Compliance Matrix (Appendix E ). Proposals 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 Proposals based on the criteria set out in Section 3 of Appendix C RFP Specifications. 2.3 Stage III Short List and Further Evaluation The IESO may, in its sole and absolute discretion, short list one or more Proponents for further evaluation, including by way of interview, presentation and/or demonstration, and/or request for references. At the conclusion of Stage III, a Preferred Proponent or Preferred Proponents will, subject to the express and implied rights of the IESO, be selected. 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) 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 Page 7 of 45

8 (c) 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] PART 3- TERMS AND CONDITIONS OF THE RFP PROCESS 3.1 IESO s Information in RFP Only an Estimate The IESO and its advisors make no representation, warranty or guarantee as to the accuracy of the information contained in this RFP or issued by way of addenda. Any quantities shown or data contained in this RFP or provided by way of addenda are estimates only and are for the sole purpose of indicating to Proponents the general size of the work. It is the Proponent's responsibility to avail itself of all the necessary information to prepare a Proposal in response to this RFP. 3.2 Proponents Shall Bear Their Own Costs The Proponent shall bear all costs associated with or incurred in the preparation and presentation of its Proposal including, if applicable, costs incurred for interviews, presentations or demonstrations. 3.3 Communication during the Procurement Process Proponents to Review RFP Proponents are advised to examine all of the documents comprising this RFP 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 Proponents Deadline for Questions to the IESO Contact. All questions submitted by Proponents 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. It is the responsibility of the Proponent to seek clarification from the IESO Contact on any matter it considers to be unclear. The IESO will not be responsible for any misunderstanding on the part of the Proponent concerning this RFP or its process. The IESO is under no obligation to provide additional information but may do so at its sole discretion. Page 8 of 45

9 To ensure consistency and quality of information provided to Proponents, the IESO will collect all enquiries and respond to all enquiries by way of a written response which will be communicated to all Proponents, either by (a) posting on the IESO website and on any other site on which this RFP was posted, or (b) or facsimile if the RFP was not posted, on the date specified in the RFP Timetable, without revealing the sources of the inquiries All New Information to Proponents by way of Addenda This RFP 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 RFP, such information will be communicated to all Proponents by addenda either (a) posted on the IESO website and on any other site on which this RFP was posted, or (b) ed or transmitted by facsimile if the RFP was not posted, by the date specified in the RFP Timetable. Each addendum shall form an integral part of this RFP. Such addenda may contain important information including significant changes to this RFP. Proponents are responsible for obtaining all addenda issued by the IESO Post-Deadline Addenda and Extension of Proposal Submission Deadline If any addendum is issued after the Deadline for Issuing Addenda, the IESO may at its discretion extend the Proposal Submission Deadline for a reasonable amount of time Prohibited Proponent Communications The Proponents 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 Proponent with any IESO representative other than the IESO Contact may result in disqualification of the Proponent s Proposal Proponent Not to Communicate With Media A Proponent should not at any time directly or indirectly communicate with the media in relation to this RFP or any contract awarded pursuant to this RFP without first obtaining the written permission of the IESO Contact IESO May Contact Proponent for Clarification The IESO may contact the Proponent to request clarification (or the submission of supplementary written information in relation thereto) with respect to the Proposal and incorporate a Proponent s response to the request for clarification into the Proponent s Proposal. Page 9 of 45

10 3.4 Notification of Outcome and Debriefing Notification to Proponents of Outcome of Procurement Process Once the Preferred Proponent(s) and the IESO execute the Agreement, the other Proponents will be notified by the IESO in writing of the outcome of the procurement process, including the name(s) of the successful Proponent(s) Debriefing Proponents may request a debriefing after receipt of a notification of award. All requests should be in writing to the IESO Contact and should be made within 30 days of receipt by the Proponent of notification of the award of the contract. The intent of the debriefing information session is to aid the Proponent in presenting a better Proposal in subsequent procurement opportunities. Any debriefing provided is not for the purpose of providing an opportunity to challenge the procurement process. 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 Proponent. Subject to Section 5.5.4, a Proponent should identify any information in its Proposal 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. Proponents are advised that their Proposals 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 Proposals. By submitting any Personal Information requested in this RFP, Proponents 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. 3.6 Make Public Proponent Names The IESO may make public the names of any or all Proponents. 3.7 Acceptance of Non-Compliant Proposals The IESO may accept Proposals which do not comply with the requirements of this RFP. 3.8 No Incorporation by Reference by Proponent The entire content of the Proponent s Proposal should be submitted in a fixed form and the content of web sites or other external documents referred to in the Proponent s Proposal will not be considered to form part of its Proposal. 3.9 Proposal to be Retained by the IESO The IESO will not return the Proposal or any accompanying documentation submitted by a Proponent. Page 10 of 45

11 3.10 No Contract By submitting a Proposal and participating in the process as outlined in this RFP, Proponents expressly agree that no contract or agreement of any kind is formed under, or arises from, this RFP, prior to the signing of a formal written Agreement IESO s Right to Select One or more Preferred Proponent(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 Proponents 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 RFP and the basis of Proposals Governing Law of RFP Process This RFP 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 RFP 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] Page 11 of 45

12 PART 4 PROPOSAL SUBMISSION INSTRUCTIONS 4.1 Proponents to Follow Instructions Proponents should structure their Proposals in accordance with the instructions in this RFP. Where information is requested in this RFP, any response made in a Proposal should reference the applicable section numbers of this RFP where that request was made. 4.2 Proposals in English All Proposals should be in English only. Any Proposals received by the IESO that are not entirely in the English language may be disqualified. 4.3 Proposals Submitted Only in Prescribed Manner Proposals should be submitted by the following method: A Proponent should submit one (1) original of the Proposal in either.doc or searchable.pdf format by to the IESO Contact address listed in Part 1.5 above. Proponents should submit separate electronic files for: i) the technical submission as outlined in Sections 2 and 3 of Appendix C (Proposal Content); and ii) any documentation outlined in PART 2.1 Compliance with Submission Criteria. Including your Pricing Form in Microsoft Excel format. Proponents 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. Proponents 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: RFP Hosting Clearwell E-Discovery Software and providing related Services (RFP/IT/15/07/000172) 4.4 Proposals Should Be Submitted On Time at Prescribed Location Proposals should be submitted only in the Prescribed Manner on or before the Proposal Submission Deadline. Proposals submitted to another location or after the Proposal Submission Deadline will be deemed late and may be disqualified. IESO is not responsible for any technical difficulties experienced by the Proponent in submitting its proposal. Proposals 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. Page 12 of 45

13 4.5 Amending or Withdrawing Proposals Prior to Proposal Submission Deadline At any time prior to the Proposal Submission Deadline, a Proponent may amend or withdraw a submitted Proposal. The right of Proponents to amend or withdraw includes amendments or withdrawals wholly initiated by Proponents and amendments or withdrawals in response to subsequent information provided by addenda. Any amendment should clearly indicate what part of the Proposal the amendment is intending to replace. A notice of amendment or withdrawal should be sent to the IESO Contact prior to the Proposal Submission Deadline and should be signed by an authorized representative. The IESO is under no obligation to return amended or withdrawn Proposals. 4.6 Proposal Not to be Amended after Proposal Submission Deadline Proposals may not be amended following the Proposal Submission Deadline. [End of Part 4] Page 13 of 45

14 APPENDIX A REGISTRATION FORM TO : Independent Electricity System Operator FROM : [Insert Name of Proponent] RE : Hosting Clearwell E-Discovery Software and providing related Services (RFP/IT/15/07/000172) 1. PROPONENT INFORMATION (a) The full legal name of the Proponent is: (b) Any other relevant name under which the Proponent carries on business is: (c) The jurisdiction under which the Proponent is governed is: (d) The name, address, telephone, facsimile number and address of the contact person for the Proponent is: (e) Whether the Proponent 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. RFP NOT A BINDING PROCUREMENT PROCESS The Proponent has carefully examined the RFP documents and has a clear and comprehensive knowledge of the Deliverables required under the RFP. By submitting the Proposal, the Proponent and confirms its understanding that the RFP is not a binding procurement process and that no contractual relations are created between the IESO and the Proponent as a result of the RFP or the submission of the Proposal. Page 14 of 45

15 3. ADDENDA The Proponent 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 Proponent to make any necessary amendments to its Proposal based on the addenda. 4. CONFLICT OF INTEREST Prior to completing this portion of the Registration Form, Proponents 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 RFP process, the Proponent 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 Proposal that is confidential to the IESO and not available to other Proponents; (ii) communicating with any person with a view to influencing preferred treatment in the RFP process; or (iii) engaging in conduct that compromises or could be seen to compromise the integrity of the open and competitive RFP process and render that process non-competitive and unfair; or in relation to the performance of its contractual obligations in an IESO contract, the Proponent 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 Proponent will be deemed to declare that: (1) there was no Conflict of Interest in preparing its Proposal; and (2) there is no foreseeable Conflict of Interest in performing the contractual obligations contemplated in the RFP. Otherwise, if the statement below applies, check the box. The Proponent declares that there is an actual or potential Conflict of Interest relating to the preparation of its Proposal, and/or the Proponent foresees an actual or potential Conflict of Interest in performing the contractual obligations contemplated in the RFP. If the Proponent declares an actual or potential Conflict of Interest by marking the box above, the Proponent must set out below details of the actual or potential Conflict of Interest: 5. DISCLOSURE OF INFORMATION The Proponent hereby agrees that any information provided in this Proposal, 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 Proponent hereby consents to the disclosure, on a confidential basis, of this Proposal by Page 15 of 45

16 the IESO to the IESO s advisers retained for the purpose of evaluating or participating in the evaluation of this Proposal. 6. TAX REPRESENTATION Please select one: The Proponent represents and warrants that the Proponent is a resident of Canada. The Proponent represents and warrants that the Proponent is a non-resident of Canada. [Insert Name of Proponent Representative] Signature of Proponent's Authorized Representative Name and Title : Date : Page 16 of 45

17 APPENDIX B REFERENCE FORM Each Proponent is requested to provide three (3) references from clients who have obtained similar goods or services from the Proponent in the last five (5) years as those requested in this RFP. 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 : Page 17 of 45

18 APPENDIX C IESO INFORMATION & REQUIREMENTS SECTION 1 OVERVIEW 1.1 Context The IESO purchased the Clearwell ediscovery tool in 2012 with the current Vendor providing a hosted environment. The current Vendor contract expires at the end of The IESO is competitively procuring a Service Provider to install and configure a second Identification and Collection (IC) Clearwell appliance at its Mississauga location and host its Pre-Processing, Processing, Analysis and Review (PPAR) Clearwell Appliance, load collected data onto the server and install Clearwell updates. The Service Provider will also have responsibility for IT related activity for the PPAR module, including but not limited to, data ingestion, trouble shooting and updates for the duration of the services, and other tasks. 1.2 Material Information Proponents must be able to support Clearwell ediscovery tool. Our current practice is to perform the collection internally using the IC module hosted at IESO and send the files in native form to the current Service Provider for ingestion into the Clearwell PPAR module. The new Service Provider would need to be able to continue this aspect of the services. Hours should be tracked and charged back to the IESO at a specified rate. We currently use approximately five to ten (5-10) hours of professional services a month from the current Service Provider. Time frames can be quite short and we occasionally require the work to be completed outside of regular business hours, including weekends if required. 1.3 Term For a period of three (3) years with the option of a further two (2) one (1) year extensions. [End of Section 1] Page 18 of 45

19 SECTION 2 DELIVERABLES 2.1 Objectives The IESO s objective is to find a Service Provider to install and configure a second Identification and Collection (IC) Clearwell appliance at its Mississauga location and host our PPAR Clearwell Appliance. The Service Provider would be responsible for IT related activity, including, but not limited to, data ingestion, trouble shooting and upgrades for the duration of the contract. There may also be a need for additional hosted data for larger collections. The IESO would pay for this data on a per GB basis at a fixed price. 2.2 Deliverables The following list of Deliverables describes the activities that the IESO anticipates that the successful Service Provider will likely provide in the event an Agreement is entered into Clearwell ediscovery Platform Symantec Clearwell ediscovery Platform Identification and Collection The IESO is looking for a Service Provider to install Symantec Clearwell ediscovery Platform Identification and Collection 8.1 including both hardware, preferably on a virtual machine (VM), and software behind IESO s firewall. The Service Provider will aid the IESO in setting up a secondary appliance at their backup site. The Service Provider shall ensure that the identification and collection module can collect data from up to 50 (fifty) custodians and from various sources including but not limited to: Microsoft Exchange 2010, 2013 Microsoft SharePoint 2010 Symantec Enterprise Vault Journaling File Shares and Network Shares Desktops and/or laptops Open Text (Citadel) Remote collection from off-site computers The Service Provider shall provide ediscovery platform IC module training to IESO s technical and nontechnical staff. The Service Provider shall provide support to help maintain and troubleshoot IC module over the telephone and/or web-ex sessions. Page 19 of 45

20 The Service Provider shall provide the ability to support 10 (ten) IESO users at any given time to access IC Module Pre-Processing, Processing, Analysis and Review The Service Provider shall: Provide maintenance for 100 GB of active storage and 100 GB of archive storage for the PPAR Module. Have the ability to set up cases in Clearwell, that are separate from the 100GB PPAR module already purchased, to accommodate larger data collections. These cases will be charged on a per GB basis and the timeline for these will be determined with each individual collection. Upon request of the IESO, transfer existing cases from PPAR module to cold storage and deliver to the IESO. When required Service Provider must also be able to restore cases from cold storage into the PPAR module. Provide one hundred (100) hours per year of professional services, including but not limited to PPAR module (Case Management, Database Administration). o Should the IESO exceed its yearly allotment of professional support, additional professional support may be purchased in hourly increments. Provide secure medium to transfer data collected from IC Module for further processing in PPAR. Oversee the administration of and access to the PPAR Tool, including troubleshooting Identification collection and preservation (ICP) module owned by the IESO over the telephone by establishing web-ex sessions provided by Service Provider. Provide the IESO with monthly dockets that set out the amount of Professional Services hours incurred. Arrange for an electronic transfer of the IESO Records via secure file transfer protocol ( FTP ) or Enhanced File Transfer ( EFT ). The Service provider, on occasion, may be required to arrange for an electronic transfer of the IESO Records via FTP or EFT within thirty (30) minutes of the request Transition from current Vendor The Service Provider would be responsible for transferring all applicable licenses and existing cases to the new environment by the end of contract with the current vendor. The Service Provider may also need to work with IESO staff to move an existing appliance to a data centre located in the Mississauga area. Page 20 of 45

21 2.2.3 Paper Conversion Services Paper Conversion Services - Off-Site Upon IESO request, the Service Provider shall convert paper records into electronic documents that are capable of being processed by the PPAR Tool. The Service Provider shall pick up the boxes from the IESO and sign the scan sheet listed on the top of every box with the date of the pickup. In undertaking a conversion of a paper record, the Service Provider shall; (a) scan the paper record; (b) return the paper record to its original condition, i.e. re-staple or re-clip paper records together if the IESO provided the paper records to the Service Provider in that form; (c) return the paper record to the same box from which it was taken; (d) assign coding that has been predetermined by the IESO to the converted paper; and (e) process the converted paper record using optical character recognition software ( OCR ). The Service Provider will return the boxes to the IESO. Upon receipt, a staff member of the IESO will sign the scan sheet on top of every box, in front of the Service Provider to confirm receipt Paper Conversion Services - On-Site Upon IESO request, the Service Provider shall attend the offices of the IESO and conduct Project Equipment Setup. The Service Provider shall carry out the same tasks as described above for the Paper Conversion Services Off-Site, where applicable. In undertaking the on-site conversion of a paper record, the Service Provider shall stamp each page of the paper record with a stamp provided by the IESO Training Services The Service Provider shall provide Ad hoc Training on the use of the system for IESO staff and any new users Maintenance The Service Provider shall be expected to conduct its scheduled maintenance after 8:00pm on weekdays or on weekends and shall provide the IESO with one week s notice of such maintenance and associated documentation. The Service Provider shall not complete software upgrades more than once in a quarter and upgrades shall be tested in the Service Provider s environment before implementing it within the IESO s production environment. The Service Provider shall provide the IESO with at least four weeks notice of a planned software upgrade in order to ensure minimal work disruption or interruption. Page 21 of 45

22 The Service Provider shall schedule its hardware upgrades at the end of the asset management lifecycle or as a result of an occurrence of an Incident listed in table 1, in Part For hardware upgrades related to the end of the asset management lifecycle, the Service Provider shall provide the IESO with at least four week s notice of same. The Service Provider shall endeavour to complete hardware upgrades as agreed to with the IESO. The Service Provider shall promptly notify the IESO with associated documentation via of all patches, bug fixes, error corrections, enhancements hot fixes and updates (each an Update ) to the PPAR Tool as soon as they become available. The IESO shall advise the Service Provider whether or not it wishes to install the Update, and if the IESO elects to proceed with the Update, the Service Provider shall install the Update and provide installation and support services. If undertaking an Update, the Service Provider shall provide the IESO with: (a) a document from the software manufacturer that describes the system requirements; (b) a document that outlines all tasks and their corresponding schedule for completion; and (c) an implementation plan and schedule in accordance with IESO ITIL framework change management practice, prepared for IESO s approval, which will not be unreasonably withheld. If the software upgrade or maintenance does not proceed as planned or the results fail, the IESO will be provided with an option to: (a) return to the previous version of the software in its working state; (b) move the IESO Records, IESO Work Product, and Deliverables to a Hosted Environment at the rates specified in the Master Services Agreement; or (c) continue to work through the challenges to a successful outcome. From time to time, the Service Provider may be required to perform maintenance on an emergency basis. Before performing emergency maintenance, the Service Provider shall send notice to the IESO via and telephone. The Service Provider shall endeavour to perform emergency maintenance after 8:00pm or on weekends in order to ensure minimal work disruption. The Service Provider shall provide the IESO with notice via and telephone when the emergency maintenance is completed. Wherever possible, this maintenance window will be delayed to meet the IESO s critical need to use the system(s). All notices regarding the commencement of any form of maintenance mentioned in this shall state the following: (a) the start date and time of maintenance; (b) end date and time of maintenance; (c) purpose of the maintenance; (d) the systems to be affected by the maintenance; (e) roll back plan; and, (d) any additional pertinent information. Page 22 of 45

23 The Service Provider shall ensure than all maintenance activities have minimal impact on IESO s use of the Services Business Continuity Plan The Service Provider must provide the IESO with a Business Continuity plan for the services provided to support ediscovery Retention of IESO Records, IESO Work Product and Deliverables The Service Provider will be expected to: (a) ensure the continuity of evidence from the time the IESO Records are delivered to the Service Provider until the time that the Deliverables are sent to the IESO; (b) ensure the data integrity of all IESO Records, IESO Work Product, and Deliverables such that they are stored in a readily identifiable manner that is separate from the Service Provider s business records in order to facilitate archiving, destruction, and possible production of the Deliverables; (c) not electronically transport IESO Records, IESO Work Product, or Deliverables to the IESO unless the above are encrypted in a manner consistent with industry accepted best practices in Canada; and (d) upon IESO request, destroy IESO Records, IESO Work Product, and/or Deliverables using standard industry practices that prevent the recovery of any meaningful data and provide the IESO with an officer s certificate executed by one of its duly authorized officers confirming compliance with the destruction request. On the Completion Date on case files, the Service Provider shall be expected to: (a) return IESO Work Product and Deliverables to the IESO in an agreed format; (b) return all IESO Records on IESO-provided media; (c) destroy all IESO Records, IESO Work Product, and Deliverables on the Service Provider s servers (including any back up servers) in a manner that renders the above unrecoverable and provide the IESO with an officer s certificate executed by one of its duly authorized officers confirming compliance with the destruction request; (d) securely archive a copy of any IESO Records, IESO Work Product and/or Deliverables necessary to comply with applicable law, provided that any records so retained will continue to be Confidential Information pursuant to the terms of any resulting contract from this RFP process and the receiving party will continue to be bound by the terms of any resulting contract with respect to such Confidential Information Security The Service Provider shall, throughout the Term, take all steps required to update and maintain its security and back-up processes and procedures, its hardware, software, systems, and to safeguard the data and hosted environment. Page 23 of 45

24 The Service Provider shall allow IESO at a minimum to perform an annual audit regarding the security of the Service Provider's facility and the respective security practice at the Service Provider's premise. The Service Provider shall perform the following tasks in order to maintain security: (a) ensure that all electronic IESO Records, IESO Work Product, and Deliverables are passwordprotected and data-encrypted both in-motion and at rest in accordance with industry accepted best practices in Canada; (b) ensure that all servers used to store IESO Records, IESO Work Product, and Deliverables are: (i) located in commercial buildings in Canada that are: (a) controlled off-hours access; (b) accessible only by secure swipe card access or dead bolt locks or equivalent; and (c) monitored by on-site security officers at all times; (c) ensure that all employees of the Service Provider who provide the Services to the IESO: (i) sign a confidentiality agreement; (ii) consent to undergo a criminal reference check and have no criminal record for which a pardon has not been granted. For clarity, if at any time during the duration of this contract an employee of the Service Provider who is providing the Services to the IESO is convicted of a criminal offence, that employee shall immediately cease the provision of the Services to the IESO. (d) ensure that all visitors to the Service Provider s premises have no access to any IESO data or records, whether they be electronic or hard copies. If requested by the IESO, the Service Provider shall provide a verification letter for physical access controls that are in place. (e) ensure that all IESO Records, IESO Work Product, and Deliverables are securely stored in lockdown locations at all times. (f) provide access to IESO Records, IESO Work Product and Deliverables only to those employees who are required to have access to carry out the terms of the Agreement Service Level Standards The Service Provider will be expected to maintain the following service level standards: (a) the Service Provider shall maintain a ninety-nine (99) percent up-time service level for the PPAR Tool; (b) for specific IT-related issues related to IC module, the Service Provider shall resolve the issue within the timelines set out in table 1 below. (c) the Service Provider shall be available to respond to IESO s requests for technical support on Monday to Friday between 8:30am 8:00pm Eastern Standard Time; and Page 24 of 45

25 (d) where IESO provides forty-eight (48) hours advance notice to the Service Provider, the Service Provider shall be available after 8:00pm on weekdays and on weekends to provide technical support. (e) Data restoration of cold storage must begin within 5 hours of request. The Service Provider shall respond to Incidents related to the Clearwell ediscovery tool raised by the IESO (either in writing or by other means), evaluate the cause of the Incident, and resolve the issue by following the Incident management process set out in below. When an Incident occurs IESO will first investigate the issue internally, following which, as required by IESO, an authorized representative of IESO will contact the Service Provider, and the Service Provider will create an Incident Ticket. Following the logging of an Incident Ticket, the IESO and the Service Provider will mutually agree on the ticket s priority level as outlined in table 1 below. Should the Service Provider require additional information regarding the Incident, the Service Provider shall contact the IESO to obtain such information. The Service Provider shall then investigate the Incident Ticket and determine, if possible, the cause of the Incident, and the best resolution. The Service Provider shall communicate to the IESO if the best resolution of the Incident Ticket is (a) Restoration; or (b) an alternative resolution that would not require Restoration, the time required to test and implements the alternative resolution. The IESO will then request the Service Provider, in writing, to either: (a) Restore the Hosted Environment and communicate that request to the Service Provider in writing; or (b) implement an agreed alternative resolution. If Restoration is requested by the IESO, then the Service Provider will proceed with the Restoration within the time allowed for the Restoration time. The Service Provider shall respond to a request for support and provide a resolution that is satisfactory to the IESO as set out in the table 1 below. The table may be amended by mutual written agreement between the IESO and the Service Provider: Page 25 of 45

26 Table 1 Incident Table Incident Priority Level Description Response Time Critical Incident Urgent Incident High Incident Medium Incident an incident that impedes core business operations of the entire IESO; or an incident that results in the loss of: o critical IESO data and work product; o connection to data centre; or o web-hosting functionality. an incident that negatively impacts: o o o essential business functions of the PPAR Tool; the ability of the majority of IESO users to access the PPAR Tool; or the business operations of the entire IESO legal department. an incident that: o prevents users from performing routine tasks; or o affects a single user or small group (e.g. freezing or crashing ). An incident that: o negatively impacts software performance or speed; o causes intermittent service interruptions, but does not prevent users from conducting daily routine tasks. Target Restoration/ Resolution Time 1 Hour 4 Hours 2 Hours 4 Hours 4 Hours 8 Hours 1 Day 2 Days Low Incident Basic inquiries, software installations, new account requests. [End of Section 2] 2 Days 4 Days Page 26 of 45

27 SECTION 3 PROPOSAL CONTENT In addition to the requirements outlined in Section 2.1 of Part 2 of the RFP Compliance with Submission Criteria, Proponents are encouraged to submit Proposals that conform to the following section headings and requirements. Failure to conform may impair the Proposal review process, possibly to the detriment of the Proponent. 3.1 Experience, Skills and Qualifications Each Proponent should provide: Brief description of the Proponent s organizational structure and history, including any subcontractors it intends to use (max 3 pages). A brief description of the Proponent s knowledge, skills, expertise and experience in providing the required Deliverables; demonstrated knowledge and experience within the energy sector is an asset (max 2 pages). A description of the qualifications and experience of personnel and subcontractors the Proponent proposes to assign for the provision of the Deliverables (including a curriculum vitae for each proposed resource) (max 5 pages). Do not provide general marketing material in your response. 3.2 Understanding of the Deliverables Each Proponent should provide: A description of the Proponent s overall approach to the Deliverables; Details which indicate an understanding of the scope, size and complexity of the Deliverables. 3.3 Information to be Provided Each Proponent should provide: Summary of protocols for providing system Maintenance including procedures for informing the IESO of system issues and processes on fixing them (max 5 pages). Summary of Business Continuity Process and protocols (max 2 pages). Process for destroying IESO Confidential records (max 2 pages). Security of data: - Evidence to support that the Proponents server and back up servers are located in Canada and data will only be stored in Canada; (max 1 page) - Evidence to support how all IESO Product and Deliverables will be password protected and data-encrypted; (max 1 page) - Evidence to support that all servers used to store IESO Records, Product and Deliverables are accessible only by secure swipe card or dead bolt or equivalent, and monitored by onsite security; and (max 1 page) - Evidence to support that all visitors to their premises have no access to IESO Records, Product or Deliverables, whether they be electronic or hard copy format. (max 1 page) Page 27 of 45

28 3.4 Project 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. 3.5 Pricing Each Proponent should provide: The Proponent s proposed fees and costs. Include a breakdown of fees and costs for each of the Deliverables as shown below. Hourly rates and number of hours attributed to each Initiative need to be shown; 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. Accommodation arrangements may only be made with those facilities listed in the Ontario government s Travel, Meal and Hospitality Expenses Directive, as may be amended or replaced from time to time Proponents should provide pricing using the below table 2 in Microsoft Excel format: Table 2: Pricing Information Item Description Cost ($) Hardware One-time fee for setup Software One-time fee for setup Installation One-time fee for setup Maintenance & Support for Hardware Cost per month Maintenance & Support for Software Cost per month Managed Services Cost per month Cold Storage per GB As required Paper Conversion (list all services with As required costs) Professional Services 100 hours/year (provide cost per hour) IT Support Per hour Transition from current vendor One-time fee for setup Other: Page 28 of 45

29 3.6 Contract Compliance Each Proponent should provide: A completed contract compliance form, as set out APPENDIX E. [End of Section 3] SECTION 4 SUBMISSION EVALUATION CRITERIA 4.1 Proponent Submissions will be evaluated in the following manner: 1 EVALUATION CRITERIA CATEGORY Experience, Skills and Qualifications as described in Section 3.1. WEIGHTING (Points) 15 2 Understanding of the Deliverables as described in Section Information to be Provided as described in Section Project Plan, as described in Section Pricing as described in Section TOTAL POINTS Pricing Evaluation Methodology The IESO will conduct an analysis on the pricing submitted; including any noted value added services, and will apply points based on the overall value provided to IESO. [END OF APPENDIX C] Page 29 of 45

30 APPENDIX D TERMS AND CONDITIONS OF CONTRACT PERFORMANCE NON-CONSULTING SERVICES CONTRACT 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 7). 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. Service Credit: The Contractor shall not be penalized for failure to meet the agreed service levels where: a) failure is as a result of delay on the part of the IESO. If the Contractor does not restore within the committed timeframe, the IESO will be credited 10% of the monthly fee, for each 60 minutes of overage (the Service Credit ). The maximum Service Credit for any given month is 100% of the monthly fee. Page 30 of 45

31 5. 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. 6. 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. 7. 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. 8. 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 Page 31 of 45

32 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 9, 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 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 9, Personal Information and Privacy provisions, the Personal Information and Privacy provisions will govern. 9. 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; Page 32 of 45

33 (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. 10. Intellectual Property: The intellectual property of the IESO and the Contractor will be governed by the provisions in Schedule C. 11. 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. 12. 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 Page 33 of 45

34 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. 13. 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. 14. 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 reasonable notice, for the purpose of auditing and verifying the performance of and Fees charged for the Services. 15. 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. 16. 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. 17. 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. 18. 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) 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; Page 34 of 45

35 (ii) (iii) (iv) (v) (vi) (vii) any breach of the Contractor s obligations pursuant to Section 8, Confidential Information; Section 9, Personal Information and Privacy; or Section 11, 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 17; 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; 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. 19. 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. 20. 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. 21. 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. 22. 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. Page 35 of 45

36 (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 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. 23. 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 9, 10, 11, 14, 15, 16 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. 25. 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 ). Page 36 of 45

37 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 Title Title Date Date Page 37 of 45

38 SCHEDULE A DESCRIPTION OF TERM, SERVICES AND FEES Part 1. Term: 1.1 Subject to Section 1.2 of this Schedule A, Term of this Contract commences on the Effective Date and ends on [INSERT END DATE] (the Expiry Date ). 1.2 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]. Part 2. Services: 2.1 The Contractor will provide the following services: Part 3. Subcontractors: Part 4. Fees: 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. 4.1 [Where hourly rate for personnel] The IESO will pay the Contractor the following hourly rate for work performed by its personnel: 4.2 For any period worked of less than one hour, the hourly rate will be prorated accordingly, where a partial hour will be rounded to the nearest quarter of an hour. Page 38 of 45

39 4.3 [Where payment upon completion of milestones] The IESO will pay the Contractor the following lump sum amounts upon completion of each milestone specified below: Milestone [Date or Description] Lump sum (CDN $) 4.4 All expenses will be borne by the Contractor. 4.6 In no event will the total Fees payable by the IESO to the Contractor under this Contract, exceed $, excluding HST, as applicable. Part 5. Invoices: 5.1 The Contractor will submit invoices to the IESO in accordance with the payment terms stipulated in Section 5 of the Contract. Invoices will include the Contractor s HST Registration Number if HST is applicable and it will be indicated as a separate line item. 5.2 All invoices will indicate a Purchase Order number which will be provided when the Contract is authorized and issued by the IESO. 5.3 Invoices must be delivered via mail, courier or and addressed as follows: Mail or courier Independent Electricity System Operator 120 Adelaide Street West Suite 1600 Toronto, Ontario M5H 1T1 Attention: Accounts Payable [email protected] (Indicate the Purchase Order number in the subject or reference line) Part 6. Address for Notices: For the purpose of Section 0 of the Contract, the address for notice of each of the parties is as follows: 6.1 If to the IESO: Independent Electricity System Operator 120 Adelaide Street West Suite 1600 Toronto, Ontario M5H 1T1 Attention: [Insert Name and/or Title of IESO contact] Page 39 of 45

40 6.2 If to the Contractor: [Name] [Address] [Address 2] [City, Province, Postal Code, or equivalent for U.S.A.] Attention: [Insert Name and/or Title of Contractor contact] Part 7. Tax Representation: [NTD: Select one that applies and delete the other] The Contractor represents and warrants that the Services contracted for are directly related to the business of the Contractor and that the Contractor is a resident of Canada. The Contractor acknowledges that the foregoing declaration has no binding effect on Canada Revenue Agency but will be relied on by the IESO in determining its obligations under the Income Tax Act (Canada) and its regulations thereunder. [OR] The Contractor represents and warrants that the Services contracted for are directly related to the business of the Contractor and that the Contractor is a non-resident of Canada. In accordance with the provisions of the Income Tax Act (Canada), the IESO will withhold and submit 15% of the Fees charged on each invoice for Services performed in Canada unless the Contractor obtains from Canada Revenue Agency a waiver or reduction in the amount to be withheld. Part 8. Other Clauses: Page 40 of 45

41 SCHEDULE B INSURANCE REQUIREMENTS Part 1. Insurance Requirements 1.1 Maintain Insurance. The Contractor will obtain and maintain insurance covering such risks and in such amount as a prudent business owner would maintain including without limitation, where applicable, broad form commercial general liability insurance and errors and omissions insurance. The Contractor will (i) obtain cross liability and severability of interest clauses in favour of the IESO if so requested by the IESO; (ii) provide evidence of insurance and of the clauses referred to in (i) hereof to the IESO upon request; and (iii) indemnify and save the IESO harmless in respect of any failure by it to do any or all of the foregoing. Under no circumstances will the IESO be liable to the Contractor or any employee thereof for any failure of the Contractor to obtain any insurance necessary or desirable in relation to the subject matter of the Contract. Without limitation to the foregoing, the Contractor will have insurance in a minimum amount equal to the maximum aggregate amount payable to the Contractor under the Contract. 1.2 Workplace Safety and Insurance Act. If the Contractor is subject to the Workplace Safety and Insurance Act (the WSIA ), it will, upon request of the IESO, submit a valid clearance certificate of WSIA coverage to the IESO prior to the commencement date of the Contract. In addition, the Contractor covenants and agrees to pay when due, and to ensure that each of its subcontractors pays when due, all amounts required to be paid by it/its subcontractors, from time to time during the Term of the Contract. The Contractor will indemnify and save the IESO harmless in respect of any failure by it to do any or all of the foregoing. Page 41 of 45

42 SCHEDULE C INTELLECTUAL PROPERTY Part 1. Definitions Intellectual Property Rights means: 1.1 any and all proprietary rights anywhere in the world provided under: (a) patent law; (b) copyright law (including moral rights); (c) trade-mark law; (d) design patent or industrial design law; (e) semi-conductor chip or mask work or integrated circuit topography law; or (f) any other statutory provision or common law principle applicable to this Contract, including trade secret law, that may provide a right in either hardware, software, content, documentation, Confidential Information, trade-marks, ideas, formulae, algorithms, concepts, inventions, processes or know-how generally, or the expression or use of such hardware, software, content, documentation, Confidential Information, trade-marks, ideas, formulae, algorithms, concepts, inventions, processes or know-how; 1.2 any and all applications, registrations, licences, sub-licences, franchises, agreements or any other evidence of a right in any of the foregoing; and 1.3 all licences and waivers and benefits of waivers of the intellectual property rights set out in (1) and (2) above, all future income and proceeds from the intellectual property rights set out in (1) and (2) above, and all rights to damages and profits by reason of the infringement or violation of any of the intellectual property rights set out in (1) and (2) above. Part 2. IESO Ownership Rights: 2.1 IESO and Contractor acknowledge and agree that, as between IESO and Contractor, IESO will be the exclusive owner of: (a) (b) (c) (d) all Confidential Information; all Personal Information; any and all information relating to the IESO, any third party, or any of their respective employees, contractors, agents, customers, partners, joint venturers or end users that: (a) was provided, collected or generated as part of the use or operation of the deliverables or the provision or receipt of the Services (including in relation to any reports provided by, or reporting obligations of, Contractor) or in order to comply with any applicable law; or (b) otherwise became known to either the IESO or the Contractor as a result of any actions under or in respect of this Contract; and any and all works, data, text, information, audio, video, trade-marks, trade names, logos, domain names or other distinguishing features, graphics, advertisements, graphical user interface elements and designs, photography and other works, in any form or medium whatsoever and other information of the IESO and of any third party provided by, or at the request of, or on behalf of the IESO, Page 42 of 45

43 (collectively, the IESO Data ). 2.2 IESO will have all ownership rights, including but not limited to all Intellectual Property Rights, in the deliverables immediately upon their creation and at every stage of their development regardless of their state of completion (collectively with the IESO Data, the IESO Property ), unless otherwise indicated in Schedule A. The Contractor represents, warrants, and covenants that the deliverables do not and will not incorporate any proprietary, third party, or opensource materials. 2.3 Contractor hereby: (a) assigns and transfers to IESO; (b) agrees to assign and transfer to IESO; and (c) agrees to cause all employees, agents and independent contract personnel of the Contractor or of any subcontractor to assign and transfer to IESO, all ownership rights (including Intellectual Property Rights) throughout the world in and to all IESO Property, to the extent any of the foregoing does not automatically and immediately vest in IESO, and hereby waives any moral rights that it may have in the deliverables and represents that it will obtain a waiver of the moral rights of all authors of the deliverables. 2.4 The Contractor will not use any deliverables, or any part or parts thereof, for the benefit of any party other than the IESO without the prior written consent of the IESO. For certainty, the IESO may use the deliverables in any way it sees fit. No right, interest, or title to any deliverable is reserved by the Contractor. 2.5 Contractor may use the IESO Property (including the deliverables) only to perform its obligations under this Contract. Part 3. Contractor Ownership Rights: 3.1 IESO and Contractor acknowledge and agree that, as between IESO and Contractor, Contractor will be the exclusive owner of any works, data, text, information, audio, video, trade-marks, trade names, logos, domain names or other distinguishing features, graphics, advertisements, graphical user interface elements and designs, photography and other works, in any form or medium whatsoever and other information of the Contractor created, produced by, or licensed to or for Contractor prior to the Effective Date (collectively, the Contractor Property ). 3.2 If any Contractor Property is incorporated into the deliverables (the Embedded Contractor Property ), Contractor will identify such Embedded Contractor Property in Schedule A, and the ownership rights granted to IESO under Part 2 of this Schedule C in respect of the deliverables will not extend to such Embedded Contractor Property, but Contractor hereby grants to the IESO, a perpetual, non-exclusive, royalty-free licence to use, modify, or reproduce, such Embedded Contractor Property, solely as it relates to use of the applicable deliverable, for any aspect of its business. IESO may sublicense the rights granted in this Section 0. Part 4. Contractor Representation and Warranties: 4.1 Contractor represents and warrants that the performance by the Contractor of its obligations under this Contract and the possession and use of the deliverables and the Services by the IESO Page 43 of 45

44 or by any third party contemplated in Schedule A as a user of the deliverables or Services do not and will not infringe the rights of any third party. Page 44 of 45

45 APPENDIX E TERMS AND CONDITIONS OF CONTRACT PERFORMANCE COMPLIANCE MATRIX Section of the Contract 1. Retainer: 2. Performance 3. Fees: 4. Payment Terms: 5. Service Credit: 6. Contractor to Provide: 7. Applicable Laws: 8. Confidential Information: 9. Personal Information and Privacy: 10. Intellectual Property: 11. Conflict of Interest: 12. Payments, Gifts and Hospitality: 13. Insurance: 14. Audit and Records Retention: 15. Exclusion of Liability: 16. Indemnity: 17. Assignment: 18. Termination: 19. Consequences of Termination: 20. Notice: 21. Inconsistency: 22. Miscellaneous: 23. Survival: 24. Counterparts: 25. Effective Date: Schedule A: Description of Term, Services and Fees Schedule B: Insurance Requirements Proponent agrees= 1 Proponent requested changes = 0 Proponent suggested changes to the contract language Schedule C: Intellectual Property Page 45 of 45