Notice to Prospective Bidders Request for Proposals: 1476977 Date issued: September 23rd 2014 Submission deadline: October 23rd, 2013, 2 p.m., Montréal time Information Tel.: Richard de Blois, 514-840-3000, ext. 5882 E-mail: de_Blois.Richard@hydro.qc.ca Subject Provincial: On-demand supply of 50-kW DC fast-charge stations for electric vehicles (EVs) and related services Important notice For technical information, e-mail the project manager by October 15th, 2014. Price of document: hard copy $25, electronic copy $25 No bid bond or performance bond required Request for proposals with two (2) envelopes (technical and commercial information and economic information) Eligibility – International, manufacturers of charging stations only (not distributors) – Certification. The charging station and all its components must be certified (special or general certification) for installation in Québec by one or more organizations accredited by the Standards Council of Canada and recognized by the Régie du Bâtiment du Québec [Québec construction board] (RBQ). – Delivery of charging station to IREQ (Hydro-Québec’s research institute) for climate testing within fourteen (14) calendar days of written request Special requirements The Bidder shall provide an Attestation de Revenu Québec [certificate from Revenu Québec] or, if applicable, the completed Déclaration d’absence d’établissement au Québec form [declaration of absence of establishment in Québec]. See Attestation de Revenu Québec (ARQ) under Information and Instructions for Prospective Bidders. To obtain a certificate, go to the Revenu Québec site: www.revenuquebec.ca/en/entreprise/amr/default.aspx. Only a single comprehensive proposal shall be acceptable. The English version of this RFP is provided for information only. In case of any discrepancy between the two versions, the French shall prevail. Submitting Proposal: In a sealed envelope, five (5) full copies of the complete Proposal, signed by a signing officer and one Electronic copy. Delivered by Canada Post Hydro-Québec Bureau des soumissions Case postale 1030 Succursale Desjardins Montréal (Québec) H5B 1C2 Delivered, by hand or by courier (standard, express or courier service) (excluding all Canada Post services). e 2 étage, bureau 2-007 800, boul. de Maisonneuve Est Montréal (Québec) H2L 4M8 1 Contents Notice to Prospective Bidders (p.__) Contents (p.__) Instructions and Information for Bidders (pp. __–__) General Conditions (pp. __–__) proposal form (pp. __–__) Special Conditions (pp. __–__) Schedules 1. Background of Electric Circuit 2. Technical Requirements 3. Technical and Commercial Information Form 4. Financial Information Form 5. Visual Requirements 6. Gateway Specifications Logos (Including Electric Circuit Branding Guidelines) Instructions and Information for Bidders Contents 1. Eligibility 2. Hydro-Québec Rules of Ethics 3. Attestation de Revenu Québec (ARQ): Bidder Eligibility 4. Proposal Submitted by Joint Venture 5. Act Respecting Contracting by Public Bodies and Elections Act: Eligibility Criteria 6. Ownership of RFP Document 7. Verification of RFP Document 8. Addendum 9. Communication During RFP Period 10. Proposal Format 11. Variants on Main Proposal 12. Technical Information to Be Included with Proposal 13. Signing of Proposal 14. Submitting Proposal 15. Rejection of Proposals 16. Acceptance or Rejection of Proposals at Opening of Proposals 17. Cancellation of Request for Proposals 18. Contract Documents 19. Nature of Prices 20. Validity of Proposal 21. Application of Charter of French Language 22. Awarding of Contract 23. Quantities Schedule List of Contract Documents Acceptable to Hydro-Québec 2 Important Notice By its use of the term “Request for Proposals” in this document, rather than “Call for Tenders,” Hydro-Québec reserves the right to negotiate with the Bidders most likely to meet its requirements. Negotiations may deal with technical, economic, legal or commercial aspects, or any other aspect deemed necessary. 1. Eligibility Only individuals, corporations, partnerships or firms that meet the eligibility criteria set forth herein and in the Notice to Prospective Bidders and have obtained the RFP document directly from Hydro-Québec’s Acquisition unit are eligible to respond. Individuals, corporations, partnerships or firms that have participated directly or indirectly in preparing documents relating to the RFP, including preliminary and draft-design studies, themselves or through a subsidiary or company in which they hold an interest, are ineligible to respond to this RFP or participate in performing the contract. All proposals submitted by ineligible individuals, corporations, partnerships, or firms shall be rejected. No Prospective Bidder may transfer its right to submit a proposal or the RFP document to another individual, corporation, partnership or firm. The Prospective Bidder shall ensure that the name and address appearing on the invoice accompanying the RFP document are exactly the same as the name and address on its proposal form. Only manufacturers eligible Only manufacturers (not distributors) of 50-kW DC fast-charge stations for electric vehicles are eligible to submit proposals. Stations for testing purposes 1. Certification. Each station and all its components shall be certified (special or general certification) for installation in Québec by one or more organizations accredited by the Standards Council of Canada and recognized by the Régie du Bâtiment du Québec [Québec construction board] (RBQ) at the time of delivery to IREQ. 2. On-demand delivery of charging station for climate testing. The Bidder shall deliver at its own expense a complete and operational 50-kW DC fast-charge station to the address below within fourteen (14) calendar days of Hydro-Québec’s written request: Attention: Anh-Huynh Dung, 450 652-8610 LMT (mechanical and thermomechanical laboratory) IREQ, Groupe Technologie 1806, boul. Lionel-Boulet, Varennes QC J3X 1S1 Failure to deliver a complete, certified and operational charging station within fourteen (14) days of Hydro-Québec’s written request shall entail automatic rejection of the Proposal. After testing, the stations shall be returned to the Bidder at Hydro-Québec’s expense. Hydro-Québec shall be the sole proprietor of the test results. 3 2. Hydro-Québec Rules of Ethics A. Ineligible persons and companies The following are ineligible to provide goods or services to Hydro-Québec: – – Hydro-Québec employees Corporations, partnerships or firms in which a Hydro-Québec employee holds a direct or indirect interest, except where such interest can be acquired without restriction by the general public. Any contract awarded pursuant to a Proposal by an ineligible party may be terminated and Hydro-Québec shall be entitled to any damages arising as result thereof. B. Mandatory disclosure of potential conflict of interest Any person who holds an important position with, or has a significant interest in, the Bidder and who is related by blood or marriage (father, mother, son, daughter, brother, sister, legal or common-law spouse) to a Hydro-Québec employee involved directly or indirectly in the procurement or contract administration process for this RFP shall notify Hydro-Québec thereof. Such a relationship shall not bar the Bidder from doing business with Hydro-Québec. Declaration of the relationship allows for the contract to be awarded and administered in compliance with Hydro-Québec’s Rules of Ethics. The Bidder shall make the declaration in a letter enclosed with its Proposal, stating the names of the persons in question and their roles with respect to the Bidder and Hydro-Québec. Failure to make such a declaration at the proper time could result in rejection of the Proposal or termination of the contract, as the case may be. C. Anti-competitive practices The Bidder, by the very fact of submitting a Proposal in response to the RFP, declares that neither it nor any of its employees, representatives or agents has acted contrary to the federal Competition Act, R.S.C. 1985, c. C-34, which provides, in particular, that it is a criminal act to be party to bid-rigging, namely – an agreement or arrangement between or among two or more persons whereby one or more of those persons agrees or undertakes not to submit a bid or proposal in response to a call or tenders or request for proposals; or – the submission of bids or proposals that are arrived at by agreement or arrangement between or among two or more bidders or tenderers. The Bidder consequently declares that there has not been, in contravention of the Act, any communication, agreement, or arrangement with a competitor in respect to – prices; – methods, factors, or formulas to set prices; – details concerning the quality, quantity, specifications or delivery of goods or services that are the subject of this RFP, except those specifically authorized by Hydro-Québec, – whether or not to submit a Proposal – submitting a Proposal that does not meet the specifications of the RFP. Bid-rigging is an illegal business practice under the federal Competition Act, R.S.C., 1985, c. C34, and constitutes a form of price fixing. Every person who is a party to bid-rigging is guilty of an indictable offence and liable on conviction to a fine in the discretion of the court or to imprisonment for a term not exceeding 14 years, or to both. The Bidder further declares that it has not obtained nor attempted to obtain privileged information from Hydro-Québec employees or from any individual, corporation, partnership or firm that has been involved either directly or indirectly in preparing the RFP documents. 4 D. Warning Any offer, gift, payment, remuneration or benefit made with a view to obtaining this contract is liable to result in rejection of the Proposal or cancellation of the contract, as the case may be. 3. Attestation de Revenu Québec (ARQ): Bidder Eligibility THE PROVISIONS OF THIS SECTION DO NOT APPLY WHERE THE TOTAL AMOUNT OF A FULL OR PARTIAL PROPOSAL IS LESS THAN $25,000. a) Definitions Attestation de Revenu Québec [certificate from Revenu Québec] (ARQ): A document confirming that a firm has filed the returns required under Québec tax laws and does not have any overdue account with the Minister of Revenue of Québec or, if it does, it has reached a payment agreement and observes it, or the collection of its debts has been legally suspended. Establishment – For the purposes of this section and notwithstanding any other provision herein, “Establishment” has the meaning given to that term in the Regulation respecting supply contracts, service contracts and construction contracts of bodies referred to in section 7 of the Act respecting contracting by public bodies, namely, an establishment where activities are carried out on a permanent basis, clearly identified under the contractor’s name and accessible during regular business hours. b) Holder of a certificate from Revenu Québec (ARQ) A Bidder that has an establishment in Québec shall transmit to Hydro-Québec, with its Proposal, a certificate issued by the Agence du revenu du Québec, titled “Attestation de Revenu Québec.” The certificate must not have been issued more than 90 days before the date and time fixed for submitting proposals, nor after that date and time. Where a Proposal is submitted by an informal joint venture, each entity comprising the joint venture shall furnish an ARQ. It is an offence for a Bidder to transmit an ARQ that contains false or inaccurate information, uses a third party’s ARQ as its own or falsely declares that it does not hold the required ARQ. Furthermore, no person may help another person, by an act or omission, to contravene the provisions of the foregoing paragraphs or encourage, advise, allow, authorize or order the person to contravene those provisions. c) Absence of establishment in Québec A Bidder that does not have an establishment in Québec in which its activities are carried out on a permanent basis, clearly identified under its name and accessible during regular business hours shall complete and sign a Déclaration d’absence d’établissement au Québec form [declaration of absence of establishment in Québec] and submit it with its Proposal. 4. Proposal Submitted by Joint Venture A. Eligibility Where two or more individuals or corporations opt to submit a proposal as a joint venture, each party to the joint venture must satisfy the eligibility criteria stipulated in this document and the Notice to Prospective Bidders. A certified copy of the joint-venture agreement signed by the parties thereto must be provided to Hydro-Québec on request. 5 B. Single Proposal Bidders may submit only one proposal, either individually or as a joint venture. When a proposal is submitted by a joint venture, no member of the joint venture or any of its subsidiaries may submit a proposal individually. In the event of non-compliance with this rule, the proposal submitted by the joint venture, and that of each of the members of the joint venture or their subsidiaries will be rejected. C. Procuring the RFP document The joint venture, or a partner thereof, must procure the RFP document in its name, directly from Hydro-Québec’s Direction – Acquisition. Notwithstanding the foregoing, the joint venture shall provide all securities relating to the Proposal, performance of the contract and payment for labor, materials and services, where required, as well as the requisite insurance, and shall designate each member constituting the joint venture. D. Solidary obligation The obligation of the cobidders to Hydro-Québec shall be solidary. A certified copy of the jointventure agreement signed by the parties thereto must be provided to Hydro-Québec on request. 5. Act Respecting Contracting by Public Bodies and Elections Act: Eligibility Criteria During the RFP period, and at all times thereafter, the Bidder shall be liable for any damages caused to Hydro-Québec as a result of any ineligibility or prohibition preventing the Bidder or its subcontractors from performing a contract or continuing to perform a contract with Hydro-Québec, under the Act Respecting Contracting by Public Bodies (R.S.Q., c. C-65.1) or the Election Act (R.S.Q., c. E-3.3). For the purposes of this section, if at any time before the contact is awarded, the Bidder becomes ineligible or prohibited to perform a contract with Hydro-Québec, its Proposal shall be rejected. Should one or more of the situations described in this section occur after the Bidder has been declared the Successful Bidder but before the performance bond has been furnished, the Successful Bidder shall be deemed to have refused to perform the contract. 6. Ownership of RFP Document The RFP document is the property of Hydro-Québec and may not be used for any purpose other than preparing a Proposal. 7. Verification of RFP Document The Prospective Bidder shall ensure that the number of pages in the document received matches the number in the table of contents. Where applicable, it must also ensure that the number of drawings received matches the number in the list of drawings. The Prospective Bidder shall advise Hydro-Québec’s Acquisition unit of any mismatch as soon as possible after receiving the RFP document. 8. Addendum Any amendment to the RFP document shall be issued in the form of an addendum by HydroQuébec’s Acquisition unit and shall form an integral part of the RFP document. Addenda will be sent to all parties that have obtained the RFP document directly from HydroQuébec’s Acquisition unit. 6 9. Communication During RFP Period If, during the RFP period, the Prospective Bidder requires clarifications or explanations regarding the RFP document, it shall communicate with Hydro-Québec, addressing its request to the person designated in the Notice to Prospective Bidders. Hydro-Québec shall assume no responsibility for information that a Prospective Bidder obtains from any other source. The question period ends October 15, 2014. No questions will be answered after that date. 10. Proposal Format The Bidder shall prepare the Proposal in compliance with all provisions of the RFP document on the form provided by Hydro-Québec. However, Hydro-Québec reserves the right to disregard any irregularity or minor defect. The Bidder’s name and the RFP number shall appear on all other documents that the Bidder submits to Hydro-Québec with its Proposal. THE BIDDER SHALL PROVIDE ALL THE INFORMATION REQUIRED ON THE PROPOSAL FORM. IMPORTANT If Hydro-Québec does not indicate a specific quantity on the proposal form, the Bidder shall not enter a total amount of the Proposal on the first page. 11. Variants on Main Proposal No variants shall be accepted. 12. Technical Information to Be Included with Proposal Bulletins or brochures containing technical data on equipment for the main Proposal or any variant shall be included with each copy of the Proposal. 13. Signing of Proposal An individual Bidder shall personally sign the Proposal. If the Bidder is a corporation, a signing officer shall sign the Proposal. On demand, the Bidder shall provide Hydro-Québec with proof that the signatory of its Proposal is duly authorized. If the Bidder is a partnership or a joint venture, the Proposal shall be signed by each of the partners or by a signing officer designated by the partnership or joint venture. The power of attorney of each signatory shall be enclosed with the Proposal. 14. Submitting Proposal The Bidder shall submit the original and five (5) copies of the Proposal in two (2) envelopes, identified as follows: – – – – Bidder’s name RFP No. 1476977 Supply of Electric Vehicle Charging Stations and Related Services A – Technical and Commercial Information or B – Financial Information Both envelopes must reach Hydro-Québec at the same time. On the submission deadline date, only Envelope A, marked Technical and Commercial Information, shall be opened and distributed for preliminary review. The Financial Information envelope shall not be opened until the review of Envelope A has been completed. 7 Electronic copies. Hydro-Québec requires electronic copies of all information related to the Proposal (except price schedule) to be submitted on a CD or other medium. The Bidder shall submit hard copies of all forms along with the electronic files. No changes to the RFP document shall be accepted. The Bidder shall include any electronic files required along with the other documents when submitting their Proposal. The following information shall be written on the CD in indelible ink: Signature Bidder’s name RFP No. 1476977 Submission deadline File names, using this convention: RFP No. 1476977 Bidder’s name Document name (e.g., Schedule 3) Submission deadline In case of any discrepancy between the hard copy and CD, the printed version shall prevail. 14.1 Contents of Envelope A – Technical and Commercial Information The Technical and Commercial Information envelope shall contain the original and five (5) copies of the documents requested on the proposal form: Signature pages (pp. __–__) Schedule 3 – Technical and Commercial Information Form, Sections __ (pp. __–__) Attestation de Revenu Québec (ARQ) [certificate from Revenu Québec] or the Déclaration d’absence d’établissement au Québec form [declaration of absence of establishment in Québec] This envelope shall also contain electronic copies of all other documents and information requested on the proposal form, except the price schedule. 14.2 Contents of Envelope B –Financial Information The Financial Information envelope shall contain the original and five (5) copies of the documents requested on the proposal form: Signature pages (pp. __–__) Schedule 4 – Financial Information Form (pp. __–__) 15. Rejection of Proposals Hydro-Québec reserves the right to reject any or all Proposals received. Specifically, HydroQuébec may reject any Proposal that it considers incomplete, noncompliant or unbalanced. Hydro-Québec will reject any Proposal that is in violation of the law. 16. Acceptance or Rejection of Proposals at Opening of Proposals NOTE: LATE PROPOSALS SHALL BE AUTOMATICALLY REJECTED. 8 A. Deficiencies resulting in rejection of proposals at opening of proposals A.1 Bidder – – The Bidder did not obtain the RFP document directly from Hydro-Québec’s Acquisition unit or from its Web site, as the case may be, except in the cases described in paragraph B.1 of this section. The Bidder failed to attend a mandatory information session or site visit. A.2 Bid bond (when required by Notice to Prospective Bidders) – – – – – No bid bond is included with the Proposal. The cheque is not certified or the bank draft is not drawn on a Canadian financial institution or credit union or the Caisse centrale Desjardins. The certified cheque is not payable to Hydro-Québec. The irrevocable letter of credit is not signed. The Guarantor’s signature and seal do not appear on the surety bond. B. Deficiencies resulting in conditional acceptance of the Proposal The deficiencies below will result in conditional acceptance of the Proposal, with a grace period of forty-eight (48) hours for making the necessary corrections or verifications. As soon as possible after the opening of Proposals, a Proposal Office representative will notify the Bidder of the deficiency in question and advise the Bidder of the place, date and time to make any necessary corrections. B.1 Proposal form – – The Bidder did not obtain the RFP document directly from Hydro-Québec’s Acquisition unit or its designated Web site, but it is shown clearly, to Hydro-Québec’s satisfaction that: i) the name appearing on the Proposal is a translation of the name of the interested party that obtained the RFP document in accordance with the requirements stipulated herein; or ii) the RFP document was obtained by a subsidiary or the parent company of the Prospective Bidder, in accordance with the requirements stipulated herein. The Proposal was not signed. B.2 Bid bond (when required by Notice to Prospective Bidders) – – – – – – – – – – The amount of the bond is insufficient. The certified cheque or bank draft is not drawn on a credit union, the Caisse centrale Desjardins, a Canadian chartered bank (Bank Act, Schedule I or II) or one of the trust companies acceptable to Hydro-Québec. The certified cheque is not drawn by the Bidder. The irrevocable letter of credit is not issued by a credit union, the Caisse centrale Desjardins, a Canadian chartered bank (Bank Act, Schedule I or II) or one of the trust companies acceptable to Hydro-Québec, The letter of credit is not valid for the period indicated in the RFP document. The Guarantor is not among those approved by Hydro-Québec. The Bidder did not use the form approved by Hydro-Québec for the surety bond or irrevocable letter of credit. The surety bond or irrevocable letter of credit is incomplete or was modified. The surety bond or irrevocable letter of credit is for a company other than the Bidder. The Guarantor’s seal is affixed to the surety bond but the signature of the Guarantor or Bidder is missing. 9 17. Cancellation of RFP Hydro-Québec reserves the right to cancel this RFP and to award no contract. In that case, it shall reimburse the price of the RFP document upon request. However, Hydro-Québec shall not make any reimbursement where the price of the RFP document is less than $75. 18. Contract Documents Within ten (10) days of the confirmation of the contract award, the Supplier shall send to the project manager, on the forms approved by Hydro-Québec, the performance bond and certificate of insurance, if required. Hydro-Québec shall not pay the Successful Bidder any deposit on the contract price before it has those contract documents in its possession. 19. Nature of Prices All prices shall be quoted in Canadian dollars. Except for GST and QST, prices shall include all duties, including in particular the customs duties, taxes and levies that could be applied under any law whatsoever. Prices shall include all cost and profit components, whatever they may be. Except where otherwise stated in the RFP document, no revision, adjustment or indexation shall apply to prices quoted, which shall constitute the Successful Bidder’s sole remuneration for performing the contract. 20. Validity of Proposal Proposals shall remain valid for a period of ninety (90) days from the submission deadline. 21. Application of Charter of French Language Except in certain specific cases, Hydro-Québec shall not award any contract to a Bidder governed by the Charter of the French Language (i.e., an enterprise that employs 50 persons or more for a period of six months) who fails to meet the requirements under the Charter, namely to hold one of the following three documents issued by the Office québécois de la langue française: – – – Certificate of registration going back at least 30 months Valid attestation of implementation of a francization program; or Valid francization certificate 22. Awarding of Contract In reviewing proposals received, Hydro-Québec shall take into account the compliance of the Proposal, the Bidder’s competence and experience (corporate profile and history of sales in field) and the content of the Proposal in terms of quality, performance time frame and ability to fulfill contract. More particularly, the review shall cover the following points: Technical compliance (on paper) with mandatory components (mechanical and electrical requirements, certification, French language, etc.) – go/no-go Technical and commercial components (visual, management system, communications system, user-friendliness, warranty, services, delivery times, etc.) – weighted grid Compliance with requirements for climate testing at IREQ – go/no-go Prices 10 Any other technical, commercial or financial component with added value for HydroQuébec and its partners A weighted grid will be developed for evaluation of these criteria. Hydro-Québec reserves the right to award the contract to the Bidder whose Proposal presents the greatest overall benefit to the Partners. The contract shall be awarded globally; it shall not be divided among a number of Successful Bidders. Providing assistance and information to Hydro-Québec before contract is awarded Hydro-Québec may require the Bidder’s assistance during the review of proposals, to supply further information about the Proposal, for example. Accordingly, Hydro-Québec reserves the right to request the Bidder to make a presentation in person. All information exchanged under this provision shall be considered a trade secret and shall be kept confidential. A Bidder that refuses or fails to supply the requested information within the specified time limit shall be considered noncompliant and its Proposal shall be rejected. 23. Quantities Any quantities indicated on the proposal form are given as an indication only and neither HydroQuébec nor its partners in any way undertakes to purchase a minimum quantity. Where Hydro-Québec does not indicate quantities in the proposal form, the Bidder shall establish unit prices by taking into account the expressed requirements and shall submit a proposal according to the unit of measurement indicated for each item. The Supplier may not claim any loss of profits, damages or right to renew its contract on the basis that Hydro-Québec has failed to make a minimum purchase. List of Contract Documents Acceptable to Hydro-Québec A certificate (Attestation fiscale – Agence de Revenu Québec) can be obtained through the Clic Revenu – Entreprises online service on the Ministère du Revenu du Québec’s Web site: www.revenuquebec.ca/en/entreprise/default.aspx. The following documents are available in French at www.hydroquebec.com/suppliers. Forms – Déclaration d’absence d’établissement au Québec form [declaration of absence of establishment in Québec] – Bid bond and agreement – Performance bond – Irrevocable letter of credit – Certificate of insurance (not required when insurance is purchased by Hydro-Québec) List (reference document) – Insurance companies acceptable to Hydro-Québec for security purposes (if required). A copy of the documents above can also be obtained on request from the sales office located at the following address: Hydro-Québec, Direction – Acquisition 800, boul. De Maisonneuve Est 2e étage, bureau 2007 Montréal (Québec) 11 Canada H2L 4M8 Tel.: From the Montréal area: 514 840-4903 From elsewhere: 1 800 324-1759 The documents above form an integral part of the RFP document irrespective of whether they were obtained from Hydro-Québec’s Web site or from its sales office. 12 Definitions Québec content Québec content is the part of the contract price for the total cost of materials and direct labor from Québec sources in addition to all other expenses incurred in Québec. A Bidder shall be deemed to offer Québec content only if the product undergoes processing in Quebec. Processing in Québec” means “to make or produce in the territory of Québec using raw materials permanently transformed by mechanical processes.” Only expenses directly incurred by a “manufacturing” activity in Québec can be deemed to be Québec content. Such expenses generally include the cost of raw materials and of direct manufacturing labor and general manufacturing costs. Costs pertaining to administration, sales, marketing, distribution, transportation from the place of manufacture to the final point of delivery and profit shall be deemed to be Québec content provided that those costs are incurred solely by manufacturing in Québec. Thus, distribution is not regarded as a processing activity in Québec. It is basically regarded as a trading activity. Similarly, activities such as changing containers, packing or labeling in response to specific Hydro-Québec requirements, minor jigs and fixtures without welding, etc. are not regarded as processing in Québec. However, a distributor may be deemed to offer Québec content only where the products or materials supplied were processed in Québec. Cost of materials Cost of raw materials and parts that are incorporated in the manufacture of a product and that form an integral part of the finished product. For assessment purposes, the cost of materials from subcontractors includes all expenses connected with such materials, but only where such materials undergo processing activities in Québec. Direct labor costs Cost of laborers who work (manually or with a machine) directly on the raw material to convert it into a finished product or into parts for assembly. Direct labor thus includes packing, assembling and installing parts and equipment and commissioning such equipment, if applicable. Design, engineering and drawing costs Costs directly associated (e.g., for labor and supplies) with the design, engineering and drawings in relation to the supply of goods and services to render them in compliance with Hydro-Québec requirements. Transportation costs Costs directly associated with transporting goods or finished products to the point of delivery specified by Hydro-Québec. Manufacturing costs Costs incurred respecting the manufacture of goods or products, as well as the supply of services, which costs are incurred by manufacturing but cannot be regarded as costs of materials or direct labor, or as costs pertaining to design, engineering, drawing, transportation, administration or sales. Administration and sales expenses General office expenses, sales-related costs, including commissions, and advertising specific to the goods and services. Cost of services Cost of Québec labor working directly to provide the service. This labor must be affiliated to a facility belonging to the Bidder or one of its subcontractors in Québec, and that affiliation must 13 already exist before this RFP was issued. Services performed by people from outside Québec are not included under benefits to Québec. For the purposes of hereof, a facility is a place with a distinct location where the activities of a company, institution, business, etc., are carried out. A person cannot be affiliated to more than one facility. A person is deemed to be affiliated to the facility closest to his or her principal residence. Subcontracting We hereby enclose a list of subcontractors to whom we intend to award contracts, and on the following pages, we provide a qualifications summary for each subcontractor. List of subcontractors 1. Name: _____________________________________________________________ Address: _________________________________________________________ Subject of contract: ________________________________________________ Estimated value: ___________________________________________________ 2. Name: _____________________________________________________________ Address: _________________________________________________________ Subject of contract: ________________________________________________ Estimated value: ___________________________________________________ 3. Name: _____________________________________________________________ Address: _________________________________________________________ Subject of contract: ________________________________________________ Estimated value: ___________________________________________________ 4. Name: _____________________________________________________________ Address: _________________________________________________________ Subject of contract: ________________________________________________ Estimated value: __________________________________________________ 14 GENERAL CONDITIONS (July, 11, 2013 version) TABLE OF CONTENTS 1. Definition 2. General provisions 3. Scope of the contract 4. Subcontracting 5. Authenticity, quality and implementation of goods 6. Laws and regulations 7. Contract performance 8. Controlled products 9. Compensation 10. Warranty 11. Default - Termination 12. Responsibility of the Supplier 13. Dispute resolution procedure 14. Contract documents 15. Environmental Protection 16. Force majeure 1. DEFINITIONS Unless the context indicates otherwise, the terms in this Contract are defined as follows: A. Addenda A written document intended to change the call for tenders. B. Amendment A written document, signed by Hydro-Québec and the Supplier, which modifies the Contract. C. Notice of award 15 A written document issued by Hydro-Québec to inform the Supplier that it has been awarded the Contract. D. Goods The goods that the Supplier must supply under the terms of the contract. E. Job site, stores and shop The sites under the authority of Hydro-Québec where the goods are delivered or used. F. Contract The contract entered into between Hydro-Québec and the Supplier for the purpose of supplying goods or services, on request only, during a determined period. The Contract is composed of the following documents : - Tender document and addenda ; - Supplier's bid accepted by Hydro-Québec ; - Notice of award ; - Amendments ; - Contract order. G. Supplier The party to whom the Contract is awarded and who is obliged to perform it. H. Materials Anything that is incorporated into the goods to be supplied or is consumed to perform the Contract. I. Contract price The total of the lump sums, unit prices, discounts, increases and any other remuneration stipulated in the Contract and subject to adjustments that may be made in accordance with the provisions of the Contract. J. Services All of the activities that the Supplier must perform pursuant to the contract. K. Tender A Supplier's bid or proposal. L. Sub-contractor 16 Any party the Supplier hires to perform work, supply or manufacture materials or equipment, or provide any other service, including professional services. 2. GENERAL PROVISIONS A. Interpretation of the contract All of the contract documents shall be read together, and anything appearing in any of these documents shall form an integral part of the Contract. In the event of ambiguity or contradiction between the various contract documents, they shall take precedence over each other as follows : - Notice of award, if it modifies the bid or the call for tender document ; - Bid accepted by Hydro-Québec ; - Information and Instructions for Prospective Bidders ; - Special Conditions ; - General Conditions ; - Special Technical Conditions or Technical Specifications ; - Special Drawings; - General or Standard Technical Conditions; - Standard Drawings; Large-scale drawings prevail over smaller scale drawings. B. Assignment of contract or claims B.1 Assignment of contract The Supplier may not assign the Contract without the prior written consent of the Hydro-Québec representative. All costs incurred by Hydro-Québec for assignment of the Contract shall be billed to the Supplier. B.2 Assignment of claims The Supplier may not assign any claim arising from the performance of the Contract without the prior written consent of Hydro-Québec. Hydro-Québec reserves the right, at any time, even when authorization has been given or notice of such an assignment has been served, to effect compensation between any debt owed to Hydro-Québec by the Supplier and any amount that Hydro-Québec may owe the Supplier. C. Standards 17 When the Contract refers to standards, it is referring to the standards in force on the tender opening date. In the event of ambiguity or contradiction between the Contract and such standards, the document with the more stringent requirements shall take precedence. D. Advertising and requests for information The Contract and all other information supplied to the Supplier regarding the Contract shall remain the property of Hydro-Québec and may not be used for purposes other than performing the Contract. Any advertising planned by the Supplier in relation to the Contract shall be submitted to the Hydro-Québec representative for approval. This stipulation shall apply to all types of advertising, such as signs and billboards and to all print and electronic media. Any request for information concerning the Contract, from any print or electronic medium or any other person shall be forwarded to the Hydro-Québec representative. E. Contract jurisdiction The parties agree that this Contract is governed by the laws applicable in Québec, and that any dispute arising from the performance of the Contract shall be subject to the sole jurisdiction of the Quebec courts. F. Representatives of the parties and communications Each party shall designate a representative authorized to act on its behalf. Each party shall inform the other in writing of the name of its respective representative and, if applicable, of his or her replacement. The representative of each party shall have the authority and powers necessary to ensure the performance of the Contract, and to deal with and settle all matters relating to the Contract. All communication between Hydro-Québec and the Supplier regarding the Contract shall be in writing and addressed to the representative of the other party. G. Confidentiality of the information The Supplier undertakes to put in place all measures and provisions required in order to ensure the confidentiality of all information conveyed within the framework of the contract and to respect the confidential nature of the information made available to it within the framework of the contract. Access to this information must be limited to those who need to know it for implementing the contract. H. Language of work and communication French is the language of work. All written and verbal communication relating to the Contract shall be in French. All documents or drawings the Supplier provides to Hydro- Québec shall be drafted in French. I. Time period Unless otherwise specified in the Contract, all time periods are calculated from the day the Supplier receives the notice of award. In calculating any time period prescribed by the Contract : 18 the day from which the time period runs shall not be counted, but the day corresponding to the deadline shall be counted ; Saturdays, Sundays and legal holidays shall be counted, but when the last day falls on a Saturday, Sunday or legal holiday, the time period shall be extended to the next business day. J. Notice of default When the Contract specifies a deadline for fulfilling an obligation, the mere passage of time shall put the parties on notice of default. K. Price and terms of payment Unless otherwise stipulated in the Special Conditions, the prices are fixed for the term of the contract. Invoices are paid by Hydro-Québec within thirty (30) days after the date of their receipt or the date of receipt of goods, whichever is later. L. Hydro-Québec Supplier Code of Conduct The supplier shall comply with the principles of Hydro-Québec's Supplier Code of Conduct available at www.hydroquebec.com/suppliers/code-conduite.html. The supplier confirms having read the Code and understanding its scope. The supplier shall take the necessary measures to comply with its terms and shall ensure that its subcontractors comply as well. 3. SCOPE OF THE CONTRACT In the context of this Contract, the Supplier shall carry out all of the activities required to insure the delivery and, if necessary, commissioning of the goods that form the subject of the contract, with the exception of anything that is expressly excluded by the Special Conditions. 4. SUBCONTRACTING The Supplier undertakes to subject all subcontracting agreements to the provisions of this Contract. The Supplier shall replace any proposed subcontractor who does not meet the afore said requirements. Such a replacement shall not result in any change to the contract price or completion times set out in the Special Conditions. The Supplier is liable for damages sustained by Hydro-Québec as the result of any cause of ineligibility or prohibition that applies to any such subcontractors against performing or continuing to perform the subcontracting agreement pursuant to the Act respecting contracting by public bodies, (R.S.Q., c. C-65.1) or the Election Act (R.S.Q., c. E-3.3). The Supplier must inform Hydro-Québec without delay in writing of any change, actual or projected affecting the ability of one or more of its subcontractors to perform the work in accordance with the applicable laws and regulations. 19 List of selected subcontractors Before commencing the work, the successful bidder must also provide the Hydro-Québec representative with a written list setting forth the following information for each subcontracting agreement that it has entered into: - the name and address of the subcontractor; - the amount and date of the subcontracting agreement. The Supplier who, after the beginning of the work contracts with a subcontractor in the framework of the execution of this contract must notify the representative of Hydro-Québec in him producing a list changed before that start the work entrusted to the subcontractor. 5. AUTHENTICITY, QUALITY AND IMPLEMENTATION OF PRODUCTS Within the framework of this contract, the Supplier expressly undertakes to use and to supply new goods or materials of the best quality. Goods and materials shall be identifiable by the trademark under which they are sold, and manufactured in accordance with all copyright laws, patents, trademarks, industrial designs and other applicable standards and regulations. They shall also bear certification marks attesting to their safety rating when used. The Supplier shall, at the request of Hydro-Québec, provide supporting documents to establish that the goods or materials used or supplied under the Contract are of duly certified origin and comply with the provisions of this Contract. 6. LAWS AND REGULATIONS A. Laws, regulations and permits The Supplier shall comply with all federal, provincial and municipal laws, by laws, regulations and decrees applicable to the Contract. The Supplier shall obtain, at its own expense, all permits, certificates, licenses and authorizations and pay all fees required by law to be paid in order to perform the Contract. Without limiting the generality of the foregoing, where a cause of ineligibility or prohibition against performing or continuing to perform the contract applies to the Supplier pursuant to the Act respecting contracting by public bodies, (R.S.Q., c. C-65.1) or the Election Act (R.S.Q., c. E-3.3) the Supplier shall be deemed to be in default under the contract, without notice thereof being necessary, and is liable to Hydro-Québec for all damages arising therefrom. The Supplier is also liable for damages sustained by Hydro-Québec as a result of any cause of ineligibility or prohibition against performing or continuing to perform any subcontracting agreements that applies to any of its subcontractors pursuant to the Act respecting contracting by public bodies, (R.S.Q., c. C-65.1) or the Election Act (R.S.Q., c. E-3.3). 20 B. Rights regarding use of the goods The Supplier undertakes to obtain and assign to Hydro-Québec all rights required fo the use of the goods for the purpose for which they are intended and, if applicable, for the maintenance, repair or reconditioning of the goods. Such rights include copyright and rights established by laws relating to industrial design, trademarks, patents and integrated circuit topographies. C. Asset Security and Personal Reliability and Integrity Background Checks If the Supplier must access Hydro-Québec assets in connection with performing the contract, it agrees to comply with and shall ensure that its employees, representatives and subcontractors comply with, all Hydro-Québec security instructions of which it has been informed. For the purposes of this provision, an asset is specific property owned by or in the custody and use of Hydro-Québec, which property may be corporeal, such as facilities, buildings, construction sites, rolling stock, equipment and tools, etc., or incorporeal, such as patents, copyrights, trademarks and information. Therefore, at the Hydro-Québec request, a personal reliability and integrity background check may be required at any time of any of the Supplier's employees, representatives or subcontractors, in connection with performing this contract. Hydro-Québec may, Its sole discretion, require the replacement of any of the Supplier's employees, representatives or subcontractors that do not pass the background check. In such a case, the Supplier is solely liable for the costs, expenses, delays and other consequences of such replacement. The Supplier must promptly inform the Hydro-Québec representative of any incident, noncompliance or other situation affecting security that occur in connection with or during the performance of the obligations arising from this contract. Should the Supplier fail to comply with its obligations respecting the security and protection of assets, Hydro-Québec reserves the right to apply the measures provided for in the special conditions, if required. 7. CONTRACT PERFORMANCE A. Inspection, control and monitoring The Hydro-Québec representative may, at any time, inspect the goods of the Supplier and verify their quality. To this end, the Hydro-Québec representative shall have access to any area where the goods and materials required for the performance of the contract are made and/or stored. B. Operating manuals The Supplier undertakes to send to Hydro-Québec upon delivery, all the manuals and data sheets necessary for the operation, maintenance and repair, as necessary, of the goods delivered, at no additional charge. 21 C. Amendment to the contract Hydro-Québec may, up to final acceptance, make changes to the Contract and require that the Supplier carry out such changes. The nature of the changes, the method of payment therefor, including the impact costs related to the changes and the deadline for carrying them out shall be set forth in an amendment signed by the Supplier and Hydro-Québec. When the amendment is signed by the Supplier and Hydro-Québec during or after the change is carried out, it constitutes the full and final agreement respecting the contemplated change, including all impact costs related to such change. If the amendment is signed by the Supplier and Hydro-Québec before commencement of the change, the Supplier may reserve its rights regarding the impact costs, if any, which must then be submitted in accordance with the procedure stipulated in the section DISPUTE RESOLUTION PROCEDURE. If the change results in an increase in the cost of the supply of goods and materials, only costs related directly to performance of the services related to the change shall then be paid by Hydro-Québec. If the situation is urgent or if there is a disagreement regarding the terms of the amendment, the Supplier must immediately carry out all changes requested inwriting by the Hydro-Québec representative. The Supplier must follow the procedure stipulated in the section DISPUTE RESOLUTION PROCEDURE. Until Hydro-Québec and the Supplier sign an amendment, the estimated amount of the change shall be determined by Hydro-Québec and paid partly to the Supplier. 8. CONTROLLED PRODUCT Before starting work, the Supplier shall provide the Hydro-Québec representative with a list of the controlled products it will be using to perform the work. Pursuant to the Hazardous Products Act, R.S.C. (1985) and its regulations, the Supplier must respect the following provisions, regardless of his country of residence : A. Labels All containers of controlled products delivered must be labeled in French, in accordance with the Controlled Products Regulations (WHMIS) issued by the federal government. Any controlled product that does not have a material safety data sheet consistent with the above regulations or any product that is not labeled as provided for in the federal legislation will be returned to the Supplier. B. Material safety data sheets For each controlled product, a material safety data sheet, in French and dated nomore than three years earlier, must be sent to Direction - Santé et sécurité, at the following e-mail address: RH_SIMDUT@hydro.qc.ca. Moreover, a conforming material safety data sheet must accompany the product for each delivery point. 22 The Supplier shall assume any costs arising from its failure to provide the required information in a timely fashion. 9. COMPENSATION Hydro-Québec may, at any time, effect compensation between any debt owed to it by the Supplier and any amount Hydro-Québec may owe the Supplier or any security the Supplier may have provided to Hydro-Québec pursuant to the Contract. 10. WARRANTY The Supplier shall warrant to Hydro-Québec that all the goods it supplied are in good condition and working order and comply with the contract provisions. The warranty shall apply for a period of twelve (12) months from the date of reception of the goods and material at the point of delivery subject to any additional warranties stipulated elsewhere in the Contract. The warranty shall cover both apparent and hidden defects and shall be in addition to any legal warranties. In the event of breakage or malfunction of the goods during the warranty period, the Supplier shall, without delay, at the request of Hydro-Québec, make any repairs or modifications necessary to restore the goods to a satisfactory operating state as soon as possible or replace the goods by new goods. In these cases, the Supplier shall not be liable for the costs of dismantling, assembly and transporting any item other than the goods that are the subject of the Contract. Should the Supplier fail to repair, modify or replace the defective goods at the request of the Hydro-Québec representative within the imposed time period, Hydro-Québec shall be entitled, upon providing written notice to that effect, to perform the required work or have it performed by a third party, at the Supplier's expense. 11. DEFAULT - TERMINATION A. Default by the Supplier If the Supplier becomes insolvent or does not comply with the provisions of the contract, the Hydro-Québec representative serves notice of default and prescribes the time period within which the Supplier must remedy the default and comply with the contract requirements. B. Termination of the contract Hydro-Québec reserves the right to terminate the Contract, in whole or in part, at any time, by means of a written notice. The Contract shall then be considered to have been terminated on the date indicated in the notice of termination. Should Hydro Québec terminate the Contract at its sole discretion and without default on the part of the Supplier, or should the Supplier exercise its right to terminate the Contract following the suspension of work, the Supplier shall be entitled to payment, in proportion to the contract price, 23 for actual costs or expenses incurred to perform the Contract and any other damage the Supplier may have suffered as at the time of the notice of termination, excluding any loss of profit in relation to incomplete work. Should the Supplier be in default under the Contract, Hydro Québec may terminate the Contract in whole or in part. In such case, the Supplier shall only be entitled to payment, in proportion to the contract price, for the value of the work performed and materials supplied at the time of the notice of termination, in the measure that, and in both cases, the supplied goods can be returned to, and used by, Hydro Québec. The Supplier shall remain liable to Hydro Québec for any loss or damage due to its default. 12. RESPONSIBILITY OF THE SUPPLIER The Supplier shall be responsible toward Hydro-Québec for the proper performance of the Contract. The Supplier shall also be liable for any damage whatsoever resulting from such perfor mance, except for damage with respect to loss of profit or revenues, loss of use of the goods supplied under this Contract or any related equipment, interest or other cost related to borrowed money. The Supplier undertakes to defend and hold harmless Hydro-Québec and its directors, officers, employees, servants, agents and assigns from and against any third-party claims, demands or lawsuits arising from the Contract and/or performance of the work, to indemnify them and hold them harmless from and in respect of any judgment ren- dered against them, as to principal, interest, the indemnity provided for in the Civil Code of Québec, costs of experts and any other costs, and, if applicable, to obtain the can- cellation of any legal hypothec of any creditor arising in relation to the performance of this Contract. 13. DISPUTE RESOLUTION PROCEDURE This procedure applies to any claim from the Supplier, including : - where the Supplier disagrees with any other Hydro-Québec directive or decision related to the performance or interpretation of the Contract ; - where an amendment has not been signed or where a disagreement arises under the section entitled CONTRACT AMENDMENTS ; - where the Supplier intends to make a claim for additional compensation. A. Obligation to continue work The Supplier shall continue to carry out the work diligently despite any dispute with HydroQuébec. Continuing to perform the work shall not constitute a waiver by the Supplier of its rights under the procedure set out in this section. The Supplier's failure to comply with all the steps, deadlines and forms indicated in this procedure or to allow the Hydro-Québec representative to gather the information required to assess the Supplier's claims or to provide Hydro-Québec with 24 the additional information requested by the latter, shall be regarded as a withdrawal and a waiver of all rights that it may have had in respect of such claims. B. Mandatory notice In all cases, the Supplier must, as soon as possible, but no later than five (5) days after the event giving rise to the disagreement, request or claim, give to the Hydro-Québec representative written notice substantiating and stating the nature of the Supplier's claim in sufficient detail so that Hydro-Québec can take whatever actions or decisions are required in the circumstances and, where applicable, undertake an examination thereof. In that notice, the Supplier must specify, on a preliminary basis, the anticipated changes to the detailed work schedule. In addition to the requirements of the section CONTRACT DOCUMENTS, the Supplier must take all measures required to keep separate accounting records of the costs related to each of its claims. C. Hydro-Québec negotiation The parties shall attempt to negotiate the settlement of any dispute arising during performance of the Contract. The Supplier commits to provide all other documents requested by the Hydro- Québec representative, by the deadline stipulated by the latter or otherwise agreed upon by the parties. After consideration of the Supplier's claim, the Hydro- Québec representative shall inform it in writing of the actions to be taken, the decisions that were made or Hydro-Québec's position in the matter. Should the parties reach agreement, the Hydro-Québec representative shall send an amendment to the Supplier in accordance with the section CONTRACT AMENDMENTS. All claims not settled on the date of the last provisional acceptance of the work shall be handled in accordance with subsection DETAILED STATEMENT OFCLAIM - DECISION BY HYDROQUÉBEC and following. D. Detailed statement of claim - Decision by Hydro-Québec D.1 Detailed statement of claim by the Supplier The parties remain free to settle any claim by negotiation, at any time. However, no later than six (6) months from the date of the last provisional acceptance of the work, otherwise, from the date of final acceptance, the Supplier must provide Hydro-Québec with a detailed statement of claim covering each unsettled claim and setting forth therein the nature, effects on the detailed work schedule, amount and, where applicable, details of its calculation methods, in sufficient detail so that Hydro-Québec can make an in-depth analysis thereof. The detailed statement of claim must be accompanied by an affidavit, signed by an officer of the Supplier, certifying that all the information contained therein is true, accurate and complete. The Supplier must also enclose all supporting documentation with its detailed statement of claim and provide all other documents requested by Hydro-Québec by the deadline stipulated by the latter. No interest will be paid by Hydro-Québec if the Supplier fails to diligently submit its detailed statement of claim or follow up on the processing thereof. 25 D.2 Examination and Decision by Hydro-Québec Provided that the detailed statement of claim is complete and duly accom- panied by supporting documentation, Hydro-Québec shall examine the detailed statement of claim and inform the Supplier in writing of its decision by the later of the following : i) six (6) months from the date Hydro-Québec received the last supportin document provided by the Supplier or, ii) a period at least equal to the delay taken by the Supplier, calculated from the date of HydroQuébec's request, to transmit such additional supporting documentation to Hydro-Québec. D.3 Review by the Hydro-Québec line supervisor If the Supplier disagrees with this decision, it has thirty (30) days from receiving the decision to submit a request in writing to the line supervisor designated by Hydro-Québec to review the decision, in which request it must state the grounds supporting the request for review. D.4 Termination of this procedure If the parties fail to reach agreement, they retain their rights and recourses to make such claims before the courts of the judicial district of Montréal, in which case, compliance with this procedure may not be interpreted as a waiver of the benefit of time elapsed for the purpose of establishing the prescription of rights and recourses. E. Confidentiality The confidentiality and privileged nature of discussions held, documents prepared and statements made in the context of this procedure constitute essential elements to the dispute resolution procedure. All steps undertaken, all documents produced and all discussions held in the context of this procedure, including, without limitation, examinations of claims and reports prepared by Hydro-Québec or third parties on its behalf, are subject to the respective rights of the parties, without prejudice or admission of liability, and benefit from litigation privilege. No information or document of this nature may in any manner be invoked or produced before the courts or in any dispute whatsoever and under no circumstances may Hydro-Québec be required or forced to disclose or communicate any such information or document. Every proposal or offer of settlement, whether accepted or not, is made subject to the respective rights of the parties, without prejudice or admission of liability. Hydro-Québec reserves the right to modify such proposals or offers or withdraw them completely. 14. CONTRACT DOCUMENTS A. Accounting standards The Supplier shall record for the cost of the contract separately in accordance with generally accepted accounting principles and procedures. 26 B. Retention period The Supplier shall retain all accounting books, records and documents related to the Contract for three (3) years following final acceptance of the work. The retention period shall be extended for an additional three (3) years at Hydro-Québec's request. C. Right to conduct audits Upon written request, the Supplier shall make all accounting books, records and documents related to the Contract available to Hydro-Québec which Hydro-Québec may request to verify that the Supplier has performed the Contract in accordance with the prescribed requirements. HydroQuébec may audit and reproduce all documents. Furthermore, upon written request, the Supplier shall ensure that all subcontractor make all accounting books, records and documents related to the Contract available to Hydro-Québec, which may audit and reproduce all documents. 15. ENVIRONNEMENTAL PROTECTION The Supplier shall comply with all laws and regulations governing environmental protection applicable in Québec. The Supplier shall be responsible for preventing any pollution or nuisance that may be caused by the products, services or activities covered by this Contract. To this end, the Supplier shall take all necessary measures to protect the environment and prevent any form of pollution or nuisance, at its own expense. Furthermore, the Supplier shall ensure that members of its personnel have been properly trained to be able to respond to any environmental emergency. The Supplier shall notify the Hydro-Québec representative without delay of any environmental incident, noncompliance or emergency that may occur during performance of the obligations arising from this Contract. The Supplier shall also comply with the environmental provisions in the Special Conditions of this Contract. The Supplier undertakes to hold Hydro-Québec harmless from and against any claims, sanctions, penalties or violation notices with regard to environmental protection, resulting from a breach, error or negligence on the part of the Supplier or any party for whom it is legally or contractually responsible or accountable. If the Supplier fails to meet its commitment to compensate HydroQuébec within thirty (30) days following receipt of a written notice to this effect, Hydro-Québec may make a corresponding deduction from any subsequent payment that is due under this contract. 16. FORCE MAJEURE Neither party is deemed to have infringed this contract when the non-performance or late performance of an obligation, except the obligation to make the payments required pursuant to this contract, is attributable to an unpredictable and irresistible event including in particular natural 27 disasters, actions (or omissions) by governmental authorities, earthquakes or other social movements, wars, epidemics, civil disorders or mutiny. The occurrence of a case of force Majeure does not result in any obligation to compensate for any damages that may result from it. 28 Special Conditions Contents 1. Definitions 1.1 Integrator 1.2 Network Management System Operator 1.3 Partner 1.4 Products or goods 2. Subject of Contract 3. Term 3.1 Initial term 3.2 Option to renew 4. Background 5. Hydro-Québec’s Responsibilities 5.1 General 5.2 Hydro-Québec’s responsibilities 5.3 Integrator 5.5 List of Partners 6. Partners’ Responsibilities 6.1 General 6.2 Installation and operation 7. Supplier’s Responsibilities 7.1 General 7.2 Contract performance 7.3 Integration into Electric Circuit 7.4 Charging-station locations and cellular communications 7.5 Commissioning 8. Operator’s Responsibilities 9. Prices 9.1 Payment of contract price 9.2 Charging-station base price 9.3 Other costs 10. Shipping Charges and Transfer of Ownership 10.1 Delivery arrangements 10.2 Transfer of ownership 11. Ordering 11.1 Partners’ needs 11.2 Ordering procedure 12. Shipping 12.1 Delivery charges 12.2 Shipping address 12.3 Delivery procedure 29 12.4 Delivery lead times 12.5 Penalty for late delivery 13. Billing 13.1 Invoice content 13.2 Taxes 13.3 Billing address 14. Packaging 14.1 Order information 14.2 Packaging standards 15. Network Management System Operator, Software Support, Technical Services and Call Centre 15.1 Role of CAA-Québec 15.2 CAA-Québec’s responsibilities 15.3 Supplier commitment to Network Management System Operator 16. Subcontracting 17. Warranty 18. Basic Training 19. Supplier’s Designated Representative 20. Language Requirements 20.1 Service and support 20.2 Documentation 20.3 Order management and processing 30 RFP No. 1476977 1. Definitions For the purposes hereof, the following terms have the meanings indicated below. 1.1. Integrator Hydro-Québec is the Partner designated to represent the interests of the other Electric Circuit Partners in dealings with the Supplier and to ensure the proper performance and follow-up of the contract, as detailed in Section 5.4. 1.2 Network System Management Operator AddÉnergie Technologies is the operator of The Electric Circuit management system. 1.3 Partner Any company that installs a fast-charge station on its property. 1.4 Products or goods Goods and services procured from the Supplier hereunder. 2. Subject of Contract This contract is for the supply of 50-kW DC fast-charge stations for electric vehicles and related services for the term hereof and the integration of the stations into The Electric Circuit. The charging stations are to be installed in various locations in Québec, as specified in each order issued by Hydro-Québec, in accordance with the procedure described in Section 10, Ordering. The charging stations shall meet the technical and operational requirements set forth in the Technical Specifications (Schedule 2). The contract also provides for the supply of related goods, spare parts and ancillary services. This contract allows for the growing needs of existing and future Partners of The Electric Circuit to be met throughout its term (including renewals), to wit, through the supply of approximately 50 charging stations. This figure is given for information only and does not in any way constitute a firm commitment. Therefore the Supplier may not, under any circumstances, allege that it has sustained any loss or claim any compensation if this quantity is not reached. Only a purchase order issued by Hydro-Québec in accordance with the procedure in Section 10, Ordering, constitutes a commitment to the Supplier. 3. Term 3.1 Initial term This contract is for an initial term of one (1) year, commencing on the date the contract is awarded. 3.2 Option to renew As Integrator and on behalf of the Partners, Hydro-Québec reserves the right to renew the contract for one (1) additional period of up to twelve (12) months. No later than two (2) months prior to expiry of the contract, Hydro-Québec shall give the Supplier written notice of whether or not it intends to exercise this option. 31 Within five (5) business days of the issue date of such notice by Hydro-Québec, the Supplier shall indicate in writing whether it agrees or refuses to renew the contract under the same terms and conditions. Hydro-Québec shall be under no obligation to renew the contract. 4. Background As described in Schedule 1, in 2012, Hydro-Québec and its initial Partners set up a public network of electric vehicle charging stations (“The Electric Circuit”). The fast-charge stations covered by of this contract shall be integrated into The Electric Circuit. The overall costs of procuring fast-charge stations (hardware, communications services, administration and extended warranties, along with installation) are to be shared equally (50/50) by Hydro-Québec and each Partner up to a ceiling of the price of the station. 5. Hydro-Québec’s Responsibilities 5.1 General On behalf of the Partners, Hydro-Québec has issued a Request for Proposals for the purpose of selecting a supplier of electric vehicle charging stations meeting the stated technical requirements and of related goods and services. 5.2 Hydro-Québec’s responsibilities Hydro-Québec shall issue the orders, indicating the name and address of the Partner to which the units are to be delivered. Hydro-Québec shall also be responsible for paying for all stations and related services. Once the station has been delivered and installed at the designated Partner’s premises, all related services shall be rendered to the Partner directly. Any matter, lawsuit or claim resulting from the enforcement of any contractual obligation shall be addressed exclusively to HydroQuébec. 5.3 Integrator The Supplier and the Partners understand and agree that Hydro-Québec shall act as Integrator for the purposes hereof. The functions of the Integrator are to ensure the proper performance and follow-up of the contract and to represent the Partners in their relations with the Supplier in matters involving the intrinsic functioning of the contract, such as the issuing of purchase orders, contract amendments, interpretation of respective obligations and contract renewal. In its capacity as Integrator, Hydro-Québec shall have continuous access to all data related to Partners’ charging stations, including the Network Management System (location, consumption and performance history, charging station status, etc). Acting as Integrator in no way renders Hydro-Québec liable for acts or omissions of any Partner in relation to the Supplier. 6. Partners’ Responsibilities 6.1 General Each Partner agrees to the contract negotiated by Hydro-Québec with the Supplier, and shall comply with all the terms and conditions thereof. 32 The Partners shall not be jointly and severally liable. 6.2 Installation and operation The Partners shall be responsible for the installation and general operation of their respective charging stations and for the related expenses not otherwise covered hereunder, up to the total amount of their contribution to the project (cost sharing with Hydro-Québec). 7. Supplier’s Responsibilities 7.1 General The Supplier agrees to honor all its contractual obligations toward Hydro-Québec and each Partner, including those respecting service, warranty, etc. 7.2 Contract performance The Supplier agrees to fill each order placed by Hydro-Québec and to respond to any request for service by a Partner, in accordance with the Technical Specifications and the terms and conditions established when the contract is awarded. 7.3 Integration into Electric Circuit The Operator operates and shall continue to operate The Electric Circuit management system (Central Office) controlling the stations and payment for charging. The Supplier shall integrate its own payment system into this management system within two (2) months of the awarding of the contract, by means of the gateway developed for The Electric Circuit (Schedule 6). All information exchanged under this provision shall be considered a trade secret and shall be kept confidential. 7.4 Charging-station locations and cellular communications The Supplier understands that the charging stations may be installed in various types of parking areas (outdoor, indoor, underground, multilevel, etc.) that could hinder or block cellular communications. The installation manual shall take into account the potential problems related to cellular communications and provide solutions. The Supplier understands that the stations may be installed throughout Québec, in places where the ground can freeze and thaw to great depths. The design of the charging-station base shall take into account this constraint and the Supplier shall also specify it in its installation manual. Note that the base is not to be supplied under this RFP. 7.5 Commissioning The Supplier shall commission each charging station installed on a Partner’s premises, in conjunction with the Operator. Within four (4) hours of successful commissioning, the Supplier shall send the designated Partner and the Integrator an e-mail indicating that the commissioning has been completed; and the charging station is operational. 8. Operator’s Responsibilities The Operator shall be responsible for running The Electric Circuit management system and shall respond to the Integrator’s requests concerning operation of The Electric Circuit. 33 9. Prices 9.1 Payment of contract price The contract prices shall be firm, subject to the provisions of Section 8.3 hereof. 9.2 Charging-station base price The base price shall include all costs of the design, manufacture and customization of the units, and of related services (administrative costs, profits, warehousing, shipping and delivery, training and other applicable expenses), excluding GST and QST. The price shall also include any applicable exchange rates, customs charges and brokerage fees. In addition, the base price shall cover all the following: Complete fast-charge station Access control module including network management system (license included) with appropriate and secure hosting Cellular communications module Respect of visual requirements (Schedule 5) Cost of Integration into Electric Circuit (gateway) Warranty of one (1) year (or other term established when the contract is awarded) on parts and labor (on-site service) Tier 2 and Tier 3 telephone support (1-800 line) during business hours (Monday to Friday, 8 a.m. to 5 p.m. Montréal time) 9.3 Other costs The following costs shall be established when the contract is awarded and shall be billed separately from the base price of the charging stations according to the terms and conditions established at the time of the contract award. a) Annual operating costs, including licenses Cellular communications link (according to terms and conditions established when the contract is awarded) All licenses for software (including updates) used to operate the charging stations (according to terms and conditions established when the contract is awarded) Tier 2 and Tier 3 telephone support (1-800 line) during business hours (Monday to Friday, 8 a.m. to 5 p.m. Montréal time) (according to terms and conditions established when the contract is awarded) b) Parts and service Service charges not included in the base price or covered by warranty (average repair time, wait time for spare parts, etc.) shall be provided at the price established when the contract is awarded. Spare parts shall be sold at the price established when the contract is awarded. The Supplier agrees to maintain a stock of the necessary spare parts for five (5) years after delivery of the charging stations. c) Costs of administration, telecommunications and extended warranty after standard term agreed upon at the time of awarding the contract Such charges shall be as agreed upon by the parties when the contract is awarded. The prices shall be firm and may not be amended by the Supplier. 34 10. Shipping Charges and Transfer of Ownership 10.1 Delivery arrangements All deliveries shall be made to the address given in the purchase order, FOB destination, freight prepaid. “FOB destination” means that the Supplier is the owner of the merchandise up to the point of delivery. Consequently, the Supplier assumes all risk of loss or damage during shipping, up to delivery. “Freight prepaid” means that shipping costs are paid by the Supplier. 10.2 Transfer of ownership Products and equipment shipped to the Partner hereunder shall remain the property of the Supplier until they are delivered to the Partner who placed the order, at the address specified and in accordance with the agreed-upon terms and conditions. The Supplier assumes all risk of loss or damage during shipping or delivery to the agreed-upon destination. 11. Ordering Units shall be shipped only when ordered and in compliance with the following terms and conditions: 11.1 Partners’ needs As the need arises, the Integrator shall inform the Supplier by issuing a purchase order. 11.2 Ordering procedure Hydro-Québec shall send purchase orders to the Supplier in accordance with the method agreed upon when the contract is awarded. Each order shall state the designated Partner’s address, a representative’s contact information and required delivery date. The Supplier shall acknowledge receipt of the purchase order and confirm the scheduled delivery date. 12. Shipping 12.1 Delivery charges Delivery charges shall be paid by the Supplier and shall be included in the price of the item (charging station or spare part). 12.2 Shipping address The Supplier shall deliver all orders to the location specified by Hydro-Québec in accordance with the provisions of Section 10, Ordering. 12.3 Delivery procedure The Supplier shall call Hydro-Québec and the Partner’s representative, at the telephone numbers indicated in the order, to confirm the delivery date for each order. The Partner shall accept delivery at the agreed time and location. 12.4 Delivery lead times Delivery lead times shall be as agreed upon by the parties when the contract is awarded and shall be confirmed for each purchase order. 12.5 Penalty for late delivery If the Supplier (or one of its subcontractors) fails to meet the delivery times agreed to in the contract, Hydro-Québec may then deduct, from any amount due or subsequently due, as 35 contractual and liquidated damages without being required to make proof thereof, an amount equal to two percent (2%) of the price of the delayed product or good for each week that the delivery is delayed between the date agreed on by the parties and the actual delivery date, up to ten percent (10%) of the price of the delayed product or good. 13. Billing 13.1 Invoice content Hydro-Québec’s purchase order number and the serial numbers of the charging stations delivered shall appear on each invoice. 13.2 Taxes The Goods and Services Tax (GST) and Québec Sales Tax (QST), at the rate prescribed by law, must be shown separately on each invoice. The Supplier’s GST and QST registration numbers must also appear on each invoice. HydroQuébec may reject any invoice that does not meet these requirements and return it to the Supplier for correction. 13.3 Billing address Hydro-Québec’s billing address must be shown on each order placed in accordance with Section 10 hereof. 14. Packaging 14.1 Order information A waybill must be affixed to each shipping container in a plasticized envelope. The waybill shall contain the following information: – – – – – – Supplier’s name Order number Item number Product description, with dimensions, if applicable Quantity Name of purchase order originator If the container contains several packages or boxes, each shall also have a waybill affixed to it. 14.2 Packaging standards All shipments must be packaged according to industry practice. The packaging must remain in its initial condition up to the final destination, which may mean the actual installation location, and must be able to withstand all transshipments and all types of transport. 15. Network Management System Operator, Software Support, Technical Services and Call Centre 15.1 Role of CAA-Québec CAA-Québec shall act as Network Management System Operator for the Partners. 36 15.2 CAA-Québec’s responsibilities CAA-Québec shall field all questions and problem reports directly from charging-station users and owners. CAA-Québec shall provide Tier 1 telephone support to charging-station owners and users who need help using the equipment. If the problem is not resolved at this level, CAA-Québec shall collect the relevant information and forward it to the Supplier’s technical support team for processing and follow-up. The Supplier shall then send a ticket number to CAA-Québec, which shall forward it to the charging station owner. CAA-Québec’s responsibility shall end there. 15.3 Supplier’s commitment to Network Management System Operator The Supplier shall be responsible for processing and following up on all technical support requests transmitted by CAA-Québec. The Supplier shall provide CAA-Québec and the Integrator with a monthly report of incidents on the entire Electric Circuit network, including causes and solutions. The Supplier guarantees that CAA-Québec and the Integrator shall have access to the status of each charging station at all times through a Web application. 16. Subcontracting The Supplier agrees to subject any outsourcing contract to the provisions of this contract and shall warrant compliance with all provisions and undertakings herein by any subcontractor employed by the Supplier for the purposes of the contract. “Subcontractor” means any person whose services the Supplier retains to fulfill its contractual obligations. 17. Warranty The Supplier shall assume all warranties on the charging stations and on accessories and services provided separately, and shall make the warranty documents available to the Partners designated by Hydro-Québec. Without limiting any other section in the contract or any other legal warranty, the Supplier shall offer the various manufacturer warranties to the Partners. All shipping charges incurred under warranty shall be paid by the Supplier. 18. Basic Training The Supplier shall offer a basic training session to all the Partners and to the Network Management System Operator identified in the contract. Training lasting approximately one day, to be delivered in a single session, shall cover charging-station operation and maintenance and use of the management software. The training shall be provided at the Supplier’s expense. 19. Supplier’s Designated Representative The Supplier shall send the Integrator the name, telephone numbers and e-mail address of its designated representative located in Québec. The Supplier’s representative must use French in all communications related hereto. He or she shall be the Supplier’s authorized representative in all matters related to administration of the contract. Unless otherwise indicated, all communication between the Supplier and the Partners shall be in writing. 37 20. Language Requirements The Supplier understands and agrees that the charging stations and services are to be deployed in Québec, where French is the language of the majority. To ensure safe and proper operation and maintenance of the charging stations, the Supplier undertakes as follows: 20.1 Service and support For all service and support provided by the Supplier, communication must be possible in both French and English. 20.2 Documentation On delivery of the charging stations, the Supplier shall make the following documents available in French to the Partners, at no charge: – – – – – Technical specifications Installation manual Maintenance manual User manual for the charging stations and electronic payment system Management software user manual 20.3 Order management and processing All exchanges related to order management and processing shall be in French. 38 ADDENDA À L'APPEL DE PROPOSITIONS Référence fournisseur A.P.: 6200078747 Date d'émission: 2014/10/29 Appel de propositions: 14716977 Date de remise des offres: 2014/11/04 14h, heure de Montréal No. fournisseur: Fournisseur Courriel: Attention de: Pour renseignements Téléphone Richard de Blois 514-840-3000 poste 5882 Courriel: de_Blois.Richard@hydro.qc.ca Objet: Provincial - Fourniture, sur demande, de bornes de recharge rapide (50kW à courant continu) pour véhicules électriques et de services associés Date de livraison requise (A/M/J) : 2014/11/23 AVIS IMPORTANT: Pour renseignements techniques, communiquer à l'adresse courriel du responsable au plus tard le 28 octobre 2014. Prix du document: 50 $ (électronique) Aucune garantie de soumission ni d'exécution ne sont requises Appel de propositions à 2 enveloppes (technico-commerciale et économique) Admissibilité : - International, limitée aux seuls fabricants de bornes de recharge (distributeurs exclus); - Certification Les bornes (incluant tous leurs équipements) offertes devront avoir été certifiées (certification spéciale ou de produit) pour installation au Québec par un organisme d'approbation accrédité par le conseil canadien des normes et reconnu par la Régie du Bâtiment du Québec (RBQ). - Livraison à l'IREQ d'une borne de recharge aux fins de tests climatiques en même temps que le dépôt de la soumission. Exigences particulières : Le soumissionnaire doit fournir une Attestation de Revenu Québec (ARQ) ou une Déclaration d'absence d'établissement au Québec. Voir clause Attestation de Revenu Québec (ARQ) des Renseignements et instructions aux intéressés à soumissionner. Pour obtenir l'attestation de Revenu Québec, veuillez consulter le site de Revenu Québec : http://www.revenuquebec.ca/fr/entreprise/amr/ Seule une soumission globale est acceptable. La version anglaise du présent appel de soumissions est fournie à titre d'information seulement. En cas de différence entre les deux versions, la version française prévaudra. 39 ADDENDA NO 2 EN DATE DU 29 OCTOBRE 2014 1a) Annexe 2 Exigences techniques pour bornes de recharge rapide (50 kW à courant continu) 1.2 Exigences électriques, mécaniques et opérationnelles Était écrit : (...) o Les bornes doivent être fonctionnelles avec les voitures électriques avec recharge rapide disponibles au Canada (Nissan Leaf, Mitsubishi i-MiEV, Chevrolet Spark, BMW i3, Kia Soul, Tesla Model S avec adaptateur CHAdeMO). Le fournisseur doit soumettre le protocole de test et la liste des modèles de véhicules électriques testés avec sa soumission. (...) Est maintenant : (...) o Les bornes doivent être fonctionnelles avec les voitures électriques avec recharge rapide disponibles au Canada (Nissan Leaf, Mitsubishi i-MiEV, Chevrolet Spark, BMW i3, Kia Soul). Le fournisseur doit soumettre le protocole de test et la liste des modèles de véhicules électriques testés avec sa soumission. (...) 1.5 Exigences liées au service (3ème "bullet") Insérer la phrase suivante : Le représentant commercial du Fournisseur doit être disponible pour répondre à toute question d'Hydro-Québec pendant les heures normales d'affaires au Québec, c'est-à-dire de 8 à 17 heures, heure de Montréal, du lundi au vendredi, excluant les jours fériés. 2b) Clauses particulières Art. 19 REPRÉSENTANT ATTITRÉ DU FOURNISSEUR Insérer la phrase suivante : Le représentant commercial du Fournisseur doit être disponible pour répondre à toute question d'Hydro-Québec pendant les heures normales d'affaires au Québec, c'est-à-dire de 8 à 17 heures, heure de Montréal, du lundi au vendredi, excluant les jours fériés. 40 Addenda à l'appel de propositions Appel de propositions: 14716977 3 - Annexe 3 Bordereau Technico-Commercial Était écrit 1.2.15 Les bornes sont fonctionnelles avec les voitures électriques avec recharge rapide disponibles au Canada (Nissan Leaf, Mitsubishi i-MiEV, Chevrolet Spark, BMW i3, Kia Soul, Tesla Model S avec adaptateur CHAdeMO). Est maintenant 1.2.15 Les bornes sont fonctionnelles avec les voitures électriques avec recharge rapide disponibles au Canada (Nissan Leaf, Mitsubishi i-MiEV, Chevrolet Spark, BMW i3, Kia Soul). 4 - Manière de soumissionner : Rappel a) La soumission doit être déposée au Bureau des soumissions à l'adresse indiquée à l'"Avis au intéressés à soumissionner" avec tous les documents requis au plus tard à 14 heures, heure de Montréal. Toute soumission en retard sera automatiquement rejetée. b) Au même moment, soit au plus tard le 4 novembre 2014 à 14 heures, heure de Montréal, le soumissionnaire doit avoir livré une borne de recharge rapide complète et fonctionnelle à l'Institut de Recherche d'Hydro-Québec (IREQ). À l'attention de : Anh-Huynh Dung , (450) 652-8610 Laboratoire mécanique et thermomécanique IREQ, Groupe Technologie 1806 Boul. Lionel Boulet, Varennes, J3X 1S1 c) ARQ (Attestation de Revenu Québec) : Rappel Entreprise établie au Québec Tout soumissionnaire ayant un établissement au Québec doit transmettre à Hydro-Québec avec sa soumission, une attestation délivrée par l'Agence du revenu du Québec, intitulée " Attestation de Revenu Québec ". Cette attestation ne doit pas avoir été délivrée plus de 90 jours avant la date et heure limites fixées pour la réception des soumissions ni après ces date et heure. Absence d'établissement au Québec Tout soumissionnaire n'ayant pas un établissement au Québec où il exerce ses activités de façon permanente, clairement identifié à son nom et accessible durant les heures normales de bureau, doit remplir et signer le formulaire " Absence d'établissement au Québec " et le présenter avec sa soumission. 5 - Contact Hydro-Québec du 3 au 7 novembre 2014 Pour toute demande ou question entre les 4 et 7 novembre 2014 (inclusivement), veuillez vous adresser à M. Lucas Haddad Tel : (514) 840-3000 p. 3625 Courriel : haddad.lucas@hydro.qc.ca 41 Addenda à l'appel de propositions Appel de propositions: 14716977 Texte anglais 1a) Schedule 2, Technical Requirements for Fast-Charge Stations (50 kW, DC) 1.2 Electrical, mechanical and operational requirements Read : "(...) " Work with quick-charging electric cars available in Canada (Nissan LEAF, Mitsubishi i-MiEV, Chevrolet Spark, BMW i3, Kia Soul, Tesla Model S with CHAdeMO adaptor). Supplier must submit test protocol and list of EV models tested with proposal. (...)" Now Reads : "(...) " Work with quick-charging electric cars available in Canada (Nissan LEAF, Mitsubishi i-MiEV, Chevrolet Spark, BMW i3, Kia Soul,). Supplier must submit test protocol and list of EV models tested with proposal. (...)" 1.5 Technical Support Please insert following sentence : Supplier's Designated Representative must be available to answer any question from HydroQuébec during normal business hours in the province of Québec, that is from 8 am to 5 pm, Montréal time, from Monday to Friday, excluding civic Holidays. 2b) Special Conditions Please insert following sentence Art. 19 Supplier's Designated Representative Supplier's Designated Representative must be available to answer any question from HydroQuébec during normal business hours in the province of Québec, that is from 8 am to 5 pm, Montréal time, from Monday to Friday, excluding civic Holidays. 3Schedule 3 Technical and Commercial Information Form Read 1.2.15 Work with quick-charging electric cars available in Canada (Nissan LEAF, Mitsubishi iMiEV, Chevrolet Spark, BMW i3, Kia Soul, Tesla Model S with CHAdeMO adaptor); Now Reads 1.2.15 Work with quick-charging electric cars available in Canada (Nissan LEAF, Mitsubishi iMiEV, Chevrolet Spark, BMW i3, Kia Soul); 42 Addenda à l'appel de propositions Appel de propositions: 14716977 4 - Proposal Format: Reminder a) The Proposal must be submitted to Hydro-Québec's Bureau des soumissions at the address indicated on the "RFQ Notice", complete with all the required documents no later than 2 pm, Montréal time. Any Proposal submitted after the set time will be automatically rejected. b) At the same moment, no later than on November 4th, 2014 at 2 pm, Montréal time, Bidder must have delivered one Charging station at IREQ (Hydro-Québec's research institute). Attention : Anh-Huynh Dung , (450) 652-8610 LMT (mechanical and thermomechanical laboratory) IREQ, Groupe Technologie 1806 Boul. Lionel Boulet, Varennes, J3X 1S1 c) ARQ (Attestation de Revenu Québec) : Reminder The Bidder shall provide an Attestation de Revenu Québec [certificate from Revenu Québec] or, if applicable, the completed Déclaration d'absence d'établissement au Québec form [declaration of absence of establishment in Québec]. See Attestation de Revenu Québec (ARQ) under Information and Instructions for Prospective Bidders. To obtain a certificate, go to the Revenu Québec site: www.revenuquebec.ca/en/entreprise/amr/default.aspx. 5 - Contact with Hydro-Québec from November 3rd to November 7, 2014 Any request or question addressed to Hydro-Québec from November 3rd to November 7, 2014 shall be directed to Mr. Lucas Haddad Tel : (514) 840-3000 ext. 3625 E-Mail : haddad.lucas@hydro.qc.ca 43 Addenda à l'appel de propositions Appel de propositions: 14716977 ADDENDA NO 1 EN DATE DU 23 OCTOBRE 2014 1. "Renseignements et instructions aux Intéressés à soumissionner" a) Article 15 .1 (p. 11) Était : "(...) annexe 3 - Bordereau technico-commercial, Sections 1 à 14 (pages 1 à 21)" Est à présent : "(...) annexe 3 - Bordereau technico-commercial, Sections 1 à 10 (pages 1 à 15)" 2. Bordereau Technico-commercial a) Paragraphe 1.2.5 "Authentification par carte RFID compatible avec les lecteurs HID (iCLASS) Retiré. b) Paragraphe 1.3.2 (p.3 de 15) Était : "Capacité de livrer une borne complète (avec Carte RFID fonctionnelle) à l'IREQ dans les 14 jours suivant la demande écrite d'HQ" Est à présent : "Capacité de livrer une borne complète (avec Carte RFID fonctionnelle) à l'IREQ en même temps que la soumission, qui sera elle déposée au bureau des soumissions d'Hydro-Québec (800 de Maisonneuve est, 2ème étage)." c) Paragraphe 2.1 (p.5 de 15) Était : "(...) (passerelle selon l'Annexe 5 ou autre moyen" (...) Est à présent : "(...) (passerelle selon l'Annexe 6 ou autre moyen" (...) d) Paragraphe 5.1 (p.7 de 15) Était : "Type de technologie RFID et protocoles utilisés" Est à présent : "Type de technologie RFID" 44 Addenda à l'appel de propositions Appel de propositions: 14716977 e) Paragraphe 6.5 (p.9 de 15) Était : "Expliquer quelle est votre organisation pour répondre aux exigences des points 1.5.1 à 1.5.5 (sous-garantie et hors garantie)". Est à présent : "Expliquer quelle est votre organisation pour répondre aux exigences des points 1.6.1 à 1.6.5 (sous-garantie et hors garantie)". f) Section 7 (p.11 de 15) Ajout d'un paragraphe 7.4 "Coût de la formation" "Veuillez indiquer les coûts de la formation éventuellement requise (somme forfaitaire)." g) Paragraphe 8.2.5 Était : "Est-elle identique (nature, portée, mécanismes) à la garantie de base?" Est à présent : "La garantie prolongée offerte est-elle identique (nature, portée, mécanismes) à la garantie de base?" 45 Addenda à l'appel de propositions Appel de propositions: 14716977 ADDENDUM NO 1 (English version) 1. "Instructions and Information to Bidders" a) Article 15 .1 (p. 10) Read: "(...) Schedule 3 - Technical and Commercial Information Form, Sections 1 to 14 (pages 1 to 21)" Now Reads : "(...) Schedule 3 - Technical and Commercial Information Form, Sections 1 to 10 (pages 1 10 15)" 2. "Technical and Commercial Information Form" a) Paragraph 1.2.5 "Authentication by RFID card compatible with HID readers (i-CLASS)" Obliterated. b) Paragraph 1.3.2 (p.3 of 15) Read : "Can deliver complete station (with working RFID card) to IREQ (Hydro-Québec's research institute) within 14 days of written request" Now Reads : "Can deliver complete station (with working RFID card) at IREQ (Hydro-Québec's research institute) at the same time as Proposal, it being understood that said Proposal must be submitted at HydroQuébec's Bureau des soumissions (800 de Maisonneuve est, 2ème étage)." c) Paragraph 2.1 (p.5 of 15) Read: "(...) (gateway as set out in Schedule 5 or other means) (...)" Now Reads : "(...) (gateway as set out in Schedule 6 or other means) (...)" d) Paragraph 5.1 (p.7 of 15) Read : "RFID technology and protocol used" Now Reads: "RFID technology" 46 Addenda à l'appel de propositions Appel de propositions: 14716977 e) Paragraph 6.5 (p.9 of 15) Read : "Explain how you are organized to meet requirements of points 1.5.1 à 1.5.5 (under warranty and not)". Now Reads : "Explain how you are organized to meet requirements of points 1.6.1 à 1.6.5 (under warranty and not)". f) Section 7 (p.11 of 15) Addition of Paragraph 7.4 "Cost for Training" "Please state the costs for the training sessions eventually required (lump sum). g) Paragraph 8.2.5 Read : "Is it identical (nature, scope, mechanisms) to basic warranty?" Now Reads : "Is the extended Warranty offered identical (nature, scope, mechanisms) to basic warranty?" *** Texte modifié *** 47 Schedule 1 Background The Electric Circuit, a Hydro-Québec initiative, is the largest public charging network in Québec. It is a major initiative in providing the charging infrastructure required to support the adoption of rechargeable electric vehicles (EVs) in Québec. The network comprises a 400-V fast-charge station and close to three hundred 240-V charging stations. Since its launch in March 2012, more than 70 private and institutional partners have joined the Electric Circuit. It continues to expand in order to offer greater geographical coverage and serve more EV drivers all over Québec. Electric Circuit charging stations are rolled out based on the geographical distribution of EV sales, drivers’ needs and partners’ business strategies. Powered by Hydro-Québec’s clean, renewable energy, Electric Circuit charging stations are located in the parking lots of its many partners. Hydro-Québec would like to give an extra boost to EV penetration by encouraging the commissioning of 400-V fast-charge stations over the next two years and by adding them to the Electric Circuit. The stations will be rolled out by Hydro-Québec in conjunction with selected partners on a cost- and income-sharing basis. Electric Circuit users have access to a 24/7 telephone help line run by CAA-Québec, as well as a charging-station locator service. The Electric Circuit Web site, theelectriccircuit.com, and the mobile app for iOS and Android are updated as new stations are commissioned. 48 The flat rate for a 240-V charge is $2.50, but an hourly rate is planned for a fast charge. The Electric Circuit is composed of AeroVironment and ADDÉnergie stations, which were selected in two separate requests for proposals issued by Hydro-Québec in 2011 and in 2013. For users, interoperability between the two types of stations (using a single card to activate both and paying from a single account) is provided by integration of the two suppliers’ management systems. A gateway (protocol and message content) was defined (see Schedule 5) to enable data interchange between the AeroVironment management system and the Electric Circuit management system (Central Office Operations System) supplied and administrated by ADDÉnergie Technologies Inc. 49 AddEnergie Stations Management System Operator Web site Circuit Électrique Central Office Operations System AeroVironment Stations Management System CAA Technical Support & Deployment Personnel Operator Web site Operator access New Circuit Électrique User web site Back-end Server Operator access New Circuit Électrique Administration web site Central Office Operations Services Web API Web API Back-end Server System Database Charging Station Charging Station Charging Station Charging Station Charging Station Charging Station This RFP covers both the supply of fast-charge stations and their integration into the Electric Circuit management system by means of the gateway or any other technical solution proposed by the Bidder. Any other technical solution shall entail minimal changes to the Electric Circuit management system. 50 Schedule 2 Technical Requirements for Fast-Charge Stations (50 kW, DC) 1. General Requirements: Mandatory Compliance Criteria (Go/No-Go) The following requirements are the mandatory compliance criteria for all fast-charge stations (50 kW, DC) procured under this contract. 1.1 Documentation The Supplier must provide technical documentation with its proposal showing that it meets the following requirements: description of proposed fast-charge station, full technical specifications, and installation, user and maintenance manuals. 1.2 Electrical, mechanical and operational requirements 50-kW fast-charge station compatible with both CHAdeMO and SAE-J1772 Combo standards Frequency: 60 Hz Fixed holster for each connector when not in use. Holster must protect connector from water, snow, ice and all forms of debris. Cable and connector with minimum service life of 10,000 cycles (connection, disconnection) Authentication by RFID card compatible with HID readers (i-CLASS) Less than 2 seconds’ delay between server sending message and station receiving (and vice versa) Less than 30 seconds’ delay between tapping card and charging, including Electric Circuit management system processing delay of 2 seconds Minimum 90% efficiency for all output power Minimum power factor 90% Operating temperature: -30°C to 40°C Housing meets at least NEMA 3R criteria (indoor and outdoor use) Outdoor operation (up to 95% humidity without condensation) Connection cable at least 20 feet long Bilingual (English/French) interface and labeling Work with quick-charging electric cars available in Canada (Nissan LEAF, Mitsubishi i-MiEV, Chevrolet Spark, BMW i3, Kia Soul, Tesla Model S with CHAdeMO adaptor). Supplier must submit test protocol and list of EV models tested with proposal. Pass Hydro-Québec’s tests for climate conditions prior to contract adjudication. Must operate in temperature range of -30°C to 40°C, but pass climate chamber tests at higher and lower temperatures with no permanent degradation of components or functioning. Until formal standard specific to DCFC stations is established, suppliers are asked to meet these standards: 1. UL 2202, Standard for Safety of Electric Vehicle (EV) Charging System Equipment 51 2. C22.2 No. 107.1-01 (R2011) – General Use Power Supplies 3. LIT I-44: Requis de certifications intérimaires pour bornes de recharge pour véhicules électriques de moins de 600 Volts / TIL I-44: Interim Certification Requirements for supply equipment for electric vehicles with inputs and outputs rated 600 V or less Compliance with these power quality standards: A) Immunity to disturbances CAN/CSA-C61000-6-1-09 (R2014) – Electromagnetic compatibility (EMC) – Part 6-1: Generic standards – Immunity for residential, commercial and light-industrial environments B) Emission of disturbances at 347/600 V B.1) Voltage fluctuations and flicker Inrush current of less than 100 A (as per Hydro-Québec Blue Book) B.2) Unbalanced load Phase-to-phase current imbalance must be limited to 10% of rated ampacity B.3) Harmonics Harmonic emission levels according to standard IEC 61000-3-12 (2011) Electromagnetic compatibility (EMC) – Part 3-12: Limits – Limits for harmonic currents produced by equipment connected to public low-voltage systems with input current >16 A and ≤ 75 A per phase, for this charging station supplied at 347/600 V, 60 Hz, notwithstanding any indication to the contrary in the standard, such as “defined limits apply to 230/400 V, 50 Hz networks.” NB: The minimum Rsce, indicated in particular in the tables in Chapter 5 of the standard, must be 66 or less. 1.3 Certification Each station and all its components (such as personal protective devices) shall be certified (special or general certification) for installation in Québec by one or more organizations accredited by the Standards Council of Canada. The organizations shall be accredited to certify EV charging stations and their components. The organizations shall be recognized by the Régie du bâtiment du Québec (RBQ), as set out at 52 http://www.rbq.gouv.qc.ca/electricite/votre-devoir-envers-la-securite-du-public/approbationdappareillage-electrique/les-seuls-organismes-dapprobation-accredites-sont.html. The station delivered for climate testing shall also be certified (special or general certification) for installation in Québec. Proof of certification must accompany the proposal. 1.4 Electric Circuit and communications integration Each station must be integrated into Electric Circuit management system. Any proposed integration solution must include all parameters set out in Schedule 5. Supplier must provide a communications link between station and Electric Circuit management system. Communications system functions in climate conditions described in Section 1.1. Cellular wireless connection to charging station must be secure 1.5 Technical support Supplier is responsible for commissioning charging stations, for checking installation and operation, and for integrating them into Electric Circuit. All Supplier’s support and service calls in Québec, whether under warranty or not, must be made by technicians who speak both French and English. Supplier offers telephone and online technical support for network management system operator (CAA-Québec), as follows: o Service within five minutes from 7 a.m. to 6:00 p.m., EST Supplier has local agents who can provide technical service to all of Québec (installation, commissioning and service calls), as follows: o Maximum response time for remote fix request: 2 hours (during regular business hours of 7 a.m. to 6:00 p.m.) and by 9 a.m. next day (for calls outside regular hours) o Maximum response time for on-site repairs: 24 hours Supplier maintains stock of charging stations and spare parts in Québec to ensure rapid service. 53 A Schedule 3 Technical and Commercial Information Form Bidder’s name RFP No. 14716977 ELECTRIC CIRCUIT: Fast-charge stations (50 kW, DC) NB: Use a separate sheet if necessary and clearly indicate the number of the question you are answering. Section 1 1. General Requirements: Mandatory Compliance Criteria (Go/No-Go) – As Per Schedule 1 Failure to meet any of the requirements in Section 1, including failure to submit any required documentation, will automatically disqualify the Proposal. Page containing information 1.1 Documentation submitted with Proposal 1.1.1 Description of proposed station and full technical specifications Yes No 1.1.2 Installation manual Yes No 1.1.3 User manual and maintenance manual Yes No Document name and page containing information 1.2 Electrical, mechanical and operational 1.2.1 50-kW fast-charge station compatible with both CHAdeMO and SAE-J1772 Combo Yes No 1.2.2 Frequency: 60 Hz Yes No 1.2.3 Fixed holster for each connector when not in use. Holster must protect connector from water, snow, ice and all forms of debris. Yes No 1.2.4 Cable and connector with minimum service life of 10,000 cycles (connection, disconnection) Yes No 1.2.5 Authentication by RFID card compatible with HID readers (i-CLASS) Yes No 1.2.6 Less than 2 seconds’ delay between server sending message and station receiving (and vice versa) Yes No 54 1.2.7 Less than 30 seconds’ delay between tapping card and charging, including Electric Circuit management system processing delay of 2 seconds Yes No 1.2.8 Minimum 90% efficiency for all output power Yes No 1.2.9 Minimum power factor 90% Yes No 1.2.10 Operating temperature: -30°C to 40°C Yes No 1.2.11 Housing meets at least NEMA 3R criteria (indoor and outdoor use) Yes No 1.2.12 Unlimited outdoor operation at up to 95% humidity without condensation Yes No 1.2.13 Connection cable at least 20 feet long. Specify length Yes No 1.2.14 Bilingual (English/French) interface and labeling Yes No 1.2.15 Work with quick-charging electric cars available in Canada (Nissan LEAF, Mitsubishi iMiEV, Chevrolet Spark, BMW i3, Kia Soul, Tesla Model S with CHAdeMO adaptor) Yes No 1.2.16 Meet UL, CSA and TIL standards listed in Schedule 2. Yes No 1.2.17 Meet power quality standards listed in Schedule 2 Yes No 1.3.1 Visual appearance of charging station customized for Electric Circuit according to specifications in Schedule 4. Illustration must be submitted. Yes No 1.3.2 Can deliver complete station (with working RFID card) to IREQ (Hydro-Québec’s research institute) within 14 calendar days of written request Yes No Yes No Yes No 1.3 Visual 1.4 Certification 1.4.1 Special certification or product certification (of station and all components) by organization accredited by Standards Council of Canada to do so and by RBQ. Proof of certification (special or product) must be submitted with proposal or when station delivered for climate testing 1.5 Electric Circuit and communications integration 1.5.1 Stations can be integrated into Electric Circuit management system 55 1.5.2 Proposed integration solution includes all parameters set out in Schedule 5. Yes No 1.5.3 Can set up communications between station and Electric Circuit management system Yes No 1.5.4 Communication system functions in climate conditions described in Section 1.1. Yes No 1.5.5 Cellular wireless connection to charging station is secure Yes No 1.6.1 Supplier can commission stations, check installation and operation, and integrate them into Electric Circuit Yes No 1.6.2 All Supplier’s support and service calls in Québec, whether under warranty or not, will be made by technicians who speak both French and English Yes No 1.6.3 Supplier offers telephone and online technical support for network management system operator (CAA-Québec), as follows: Service within five minutes from 7 a.m. to 6:00 p.m., EST Yes No 1.6.4 Supplier has local agents who can provide technical service to all of Québec (installation, commissioning and service calls), as follows: Maximum response time for remote fix request: 2 hours (during regular business hours of 7 a.m. to 6:00 p.m.) and by 9 a.m. next day (for calls outside regular hours) Maximum time for on-site repairs: 24 hours Yes No 1.6.5 Supplier maintains stock of charging stations and spare parts in Québec to ensure service, as set out in Section 1.6.4 Yes No 1.6 Technical support Section 2 Integration into Electric Circuit 2.1 Provide details of proposed technical solution for integrating stations into Electric Circuit management system (gateway as set out in Schedule 5 or other means), describing harmonization and all data interchanged between stations and Electric Circuit management system. 56 2.2 What do operating expenses (excluding telecommunications) cover? Section 3 Cellular communications link 3.1 Explain type of cellular communications link offered and give specifications of link security features. Section 4 User-friendliness and ease of use 4.1 Provide flowchart showing steps in charging process, with time required for each step (including telecommunications times) Document attached 4.2 Show station’s user interface (display and labeling) in French and English Document attached Section 5 Other technical aspects 5.1 RFID technology and protocol used 5.2 Ability to modulate output power. State various possible outputs and settings required 5.3 Number of independent modules (and power of each) at AC/DC conversion stage 5.4 Describe all electrical equipment required (such as type of transformer or circuit breaker) to connect station to Hydro-Québec grid (threephase, 347/600 V), in accordance with Hydro- 57 Québec’s Conditions of Service 5.5 Charger shutdown time 5.6 Station weight 5.7 Describe different types of protection built into station (power outage, station fault, etc.) 5.8 Test protocol. Supplier must submit test protocol used with quick-charging electric cars available in Canada (Nissan LEAF, Mitsubishi iMiEV, Chevrolet Spark, BMW i3, Kia Soul, Tesla Model S with CHAdeMO adaptor) Yes No 5.9 Compliance with power quality standards listed in Schedule 2. Explain 5.10 Compliance with UL, CSA and TIL standards listed in Schedule 2. Explain 5.11 Explain how emergency button, if any, works and how to restart station. How can power to station be cut and restored in case of fire or station reset in case of software problem? 5.12 Can station interface easily with a input power management system and/or do you offer local station power management system? 6. Commercial and technical service 6.1 Supplier has commercial representative in Québec who speaks French and will be responsible for contract administration and support coordination (orders, deliveries, commissioning, service calls, liaising with head office, partner relations) Rep’s name and contact info 6.2 What is delivery time throughout Québec once purchase order number has been received? 1 station 2 stations 5 stations 6.3 Commissioning method and time frame from completed installation 6.4 Supplier has local agents who can provide technical service to all of Québec Names of service agents 58 Business address 6.5 Explain how you are organized to meet requirements of points 1.5.1–1.5.5 (under warranty and not) 6.5 Details of out-of-warranty costs Hourly rate for technician Per-kilometre charges Living expenses Provide list of spare parts and respective costs 6.6 What is service life of proposed station? Section 7 Training Hydro-Québec and Operator (CAA-Québec) would like a training session on charging station operation and maintenance 7.1 Do you offer such training? Yes No 7.2 Do you offer such training in French? Yes No 7.3 Do you offer a training manual in French? Yes No Section 8 Warranty 8.1 Provide details of basic warranty for first year (nature, coverage, mechanisms) 59 8.2 Please answer the following questions about warranty 8.2.1 Does warranty cover all chargingstation components? Yes No Yes No Yes No 8.2.2 If not, which ones are excluded? 8.2.3 Is periodic inspection or servicing mandatory to keep the warranty in effect? 8.2.4 If so, explain and describe any costs 8.2.5 Is it identical (nature, scope, mechanisms) to basic warranty? 8.2.6 If not, explain differences Section 9 9.1 Provide corporate profile and indicate company’s experience. Hydro-Québec reserves the right to contact companies you list here Company that purchased charging stations from you: 60 Name and title of contact: Address: Tel.: E-mail: Number of charging stations purchased (of type in this proposal): Brief description of how stations integrated into existing network: Date commissioned: Company that purchased charging stations from you: Name and title of contact: Address: Tel.: E-mail: Number of charging stations purchased (of type in this proposal): Brief description of how stations integrated into existing network: Date commissioned: Company: Name and title of contact: Address: Tel.: E-mail: Number of charging stations purchased (of type in this proposal): 61 Brief description of how stations integrated into existing network: Date commissioned: 9.2 Explain structure and organization of your business for engineering, information technology, customer services, technical support services, manufacturing and delivery of stations Section 12 Québec content Fill in summary statement of Québec content in section Information and Instructions for Potential Bidders A Schedule 4 Financial Information Form RFP No. 14716977 Bidder’s name ELECTRIC CIRCUIT: Fast-charge stations (50 kW, DC) Charging station 1. What is the cost of a basic charging station? NB: The base price of the station must include the costs described in paragraph 9.2 of the Special Conditions. 2. What are the operating expenses (excluding communications) of each station? /1 year /2 years /3 years /4 years /5 years /6 years 3. What are the costs of the cellular communications link? /1 year /2 years /3 years 62 /4 years /5 years /6 years 4. What is the cost of an extended warranty? /2 years /3 years /4 years /5 years /6 years 63 Schedule 5 Visual Requirements This document and its contents, including drawings, logos, trademarks and visual branding (colors, shapes, text and lettering), are the exclusive property of the Electric Circuit. Consequently, they may not be used for any purpose other than the preparation of a proposal in response to the above-titled request for proposals. The Bidder acknowledges that any unauthorized use of the contents of this document will cause serious harm to the Electric Circuit, leading to significant damage for which the Bidder will be liable. 1. VISUAL IDENTIFICATION OF ELECTRIC CIRCUIT The Electric Circuit already has its own visual branding and official colors, and you must incorporate this branding into your proposal. See attached branding guidelines. In addition, some important information must be conveyed to charging-station users; see point 5 for details. This information must also be included in your proposal. Note that we require a turnkey solution, which makes you responsible for producing all the components necessary for installing the charging station. 2. APPLICATION OF THE CHARTER OF THE FRENCH LANGUAGE 64 All writing on the charging stations must be in compliance with the directives for applying the Charter of the French Language. Consequently, it must be in French and English, with the French text in lettering twice as large as that of the English. 3. OFFICIAL ELECTRIC CIRCUIT COLORS The principal color is PMS 7694C. This is the dark blue used in the logo. For the housing, an equivalent had to be found to give a visual appearance relatively close to the PMS base color, since the printing was on metal. 4. FONT The font used for lettering on the charging stations, including instructions, the words “Circuit électrique” on the sides and any other information, is Flama. 5. FRONT OF STATION 5.1 Circuit électrique logo The Circuit électrique logo must be displayed prominently on the top of the station (see examples below). 5.2 Instructions It is important for the user instructions, in both languages, to be right on the station, either on a display screen or any other medium you deem appropriate. 65 5.3 24-hour help line The following words, along with the CAA-Québec logo, must also be on the front of the station: Problème d’utilisation de cette borne? 1 855 999- 8378 Service 24 heures Problems using this charging station? 1 855 999-8378 24-hour service 5.4 Station identification The station identification number (for example, CE-BR-000) must be easily visible on the front of the station. 5.5 Side of station “Circuit électrique” must be written on each side of the station in a fluorescent material. 5.6 Partners’ logos The partners’ logos (usually two) must be displayed on the front of the station. 66 Visuals now in use (for information only) 6. BACK OF STATION 6.1 Circuit électrique logo 67 The Circuit électrique logo that must be displayed prominently on the top of the station must also be displayed on the back. 68