Ministry of Environment
CLIMATE INVESTMENT BRANCH
Request for Emission Offsets
Greenhouse Gas Emission Offsets
Request for Emission Offsets No.RF15JHQ-113
Issue date:
September 18, 2014
Open Call for Submissions
Submissions will be accepted on a rolling on-going basis until
14:00 p.m. Pacific Standard Time, September 17, 2019.
Send completed Response to:
ClimateInvestmentBranch@gov.bc.ca
Subject Line: Offset Procurement
Contents
1.0
OVERVIEW .................................................................................................................................................... 3
2.0
DEFINITIONS ................................................................................................................................................. 3
3.0
INSTRUCTIONS TO RESPONDENTS ................................................................................................................ 5
3.1 ANTICIPATED STAGES OF THE RFEO PROCESS THROUGH TO FINALIZATION OF PURCHASE OF EMISSION OFFSETS ......................5
3.2 RESPONDENTS TO REVIEW RFEO ............................................................................................................................6
3.3 ENQUIRIES ..........................................................................................................................................................6
3.4 OPEN CALL ..........................................................................................................................................................6
3.5 REVIEW COMMITTEE .............................................................................................................................................6
3.6 SUBMISSION OF RESPONSE – STAGE ONE ..................................................................................................................6
3.7 PRELIMINARY REVIEW – STAGE TWO........................................................................................................................6
3.8 RESPONSE REVIEW AND ASSESSMENT – STAGE THREE .................................................................................................7
3.9 COMMERCIAL NEGOTIATIONS AND EXECUTION – STAGES FOUR AND FIVE .......................................................................7
3.10 CONTRACT PERFORMANCE – STAGE SIX ....................................................................................................................8
3.11 RESPONSES FROM A SINGLE LEGAL ENTITY.................................................................................................................9
3.12 WITHDRAWAL OF [OR CHANGES TO] RESPONSES ........................................................................................................9
3.13 CHANGES TO THE RFEO ........................................................................................................................................9
3.14 WORKING LANGUAGE OF THE PROVINCE ...................................................................................................................9
3.15 RESPONDENT’S EXPENSES ......................................................................................................................................9
3.16 ACCEPTANCE OF RESPONSES ...................................................................................................................................9
3.17 RESPONSES NOT BINDING ....................................................................................................................................10
3.18 OWNERSHIP OF RESPONSES ..................................................................................................................................10
3.19 CONFIDENTIALITY OF INFORMATION .......................................................................................................................10
3.20 ADDITIONAL INFORMATION ON THE RFEO ..............................................................................................................10
ALL SUBSEQUENT INFORMATION REGARDING THIS RFEO, INCLUDING AMENDMENTS MADE TO THIS DOCUMENT, WILL BE POSTED TO
THE BC BID WEBSITE. IT IS SOLELY THE RESPONSIBILITY OF THE RESPONDENT TO CHECK FOR AMENDMENTS AND ADDITIONAL
INFORMATION ON THE BC BID WEBSITE. .......................................................................................................................... 10
4.0
CARBON NEUTRAL GOVERNMENT AND THE B.C. EMISSION OFFSET MARKET ............................................ 10
4.1 CARBON NEUTRAL GOVERNMENT ..........................................................................................................................10
4.2 CLIMATE INVESTMENT BRANCH .............................................................................................................................11
4.3 CLIMATE INVESTMENT BRANCH PORTFOLIO .............................................................................................................11
PORTFOLIO CATEGORIES ARE DESCRIBED IN FULLER DETAIL IN SECTION 5.4. .............................................................................11
5.0
RESPONSE DESIRABLE CRITERIA – STAGE THREE ......................................................................................... 11
5.1
5.2
5.3
5.4
5.5
6.0
PRELIMINARY ASSESSMENT OF VIABILITY AGAINST THE REGULATION ............................................................................12
PROJECT RISK ....................................................................................................................................................13
ENVIRONMENTAL, ECONOMIC AND SOCIAL CO-BENEFITS ...........................................................................................14
FIT WITH CIB’S PORTFOLIO ..................................................................................................................................14
MORE THAN ONE CONCURRENT RESPONSE..............................................................................................................15
RESPONSE PROCESS .................................................................................................................................... 15
APPENDIX 1 - PROJECT INFORMATION DOCUMENT ............................................................................................... 1
APPENDIX 2 – CONFIDENTIALITY AGREEMENT ..................................................................................................... 16
Request for Emission Offsets - Page 2
1.0 Overview
The Greenhouse Gas Reduction Targets Act (the “Act”) requires the Province of B.C. and other public
sector organizations to annually net their Greenhouse Gas emissions to zero through the application of
Emission Offsets (to be “carbon neutral”).
Through this Request for Emission Offsets (RFEO), the Province is seeking to purchase Emission Offsets
from Vendors in order to achieve the Province’s Carbon Neutral Government commitment.
To qualify to supply Emission Offsets, proposed Projects must both meet the threshold requirements set
out in the BC Emission Offsets Regulation, and be selected by the Province in accordance with the
process set out in this RFEO, including without limitation the desirable criteria.
The following list identifies four key project types and is indicative of projects that the Province is
generally interested in:
1. Energy efficiency: activities that reduce fuel or energy consumption;
2. Fuel switching: transition from a higher Greenhouse Gas emitting fuel to one with lower
emissions;
3. Sequestration: activities that remove Greenhouse Gases from the atmosphere through planting
trees and other soil or forest management practices, or through direct capture and storage of
GHGs; and
4. GHG destruction: activities that convert one or more Greenhouse Gases to reduce their Global
Warming Potential impact; e.g. destruction of refrigerants or methane.
As well, Climate Investment Branch manages a portfolio of Emission Offset projects that balances
seeking best value for money with delivering on additional government priorities and objectives –
Projects are categorized by price, sector and other attributes (see section 5.4 for further details). While
the portfolio has annual requirements, it is intended to be managed over a five-year timeframe. CIB
reviews Responses against current portfolio requirements and available budget and as a result may
proceed with Projects in some categories sooner than others.
The Province invites Responses from Respondents that:
 propose to carry out a Project; or
 propose to engage another entity to carry out a Project; or
 have carried out a Project,
to generate Emission Offsets for the purpose of the Act.
Only one Project Information Document (or “PID”, as defined below) is to be included per Response,
however Respondents may submit more than one Response.
2.0 Definitions
Throughout this Request for Qualifications, the following definitions will be used:
a)
“BC Bid” means the electronic tendering service maintained by the Province and known as BC Bid;
b)
“BC Bid Website” means the website maintained by BC Bid at www.bcbid.ca, or any replacement
website;
Request for Emission Offsets - Page 3
c)
“Climate Investment Branch” or “CIB” means a branch within the Ministry of Environment;
d)
“Emission Offsets” means a reduction in Greenhouse Gas emissions to the atmosphere, or
reduction in atmospheric concentrations of Greenhouse Gases resulting from storage or
sequestration of carbon or Greenhouse Gases, that has been verified in accordance with the
Regulation;
e)
“Greenhouse Gas” or “GHG” means any or all of carbon dioxide, methane, nitrous oxide,
hydrofluorocarbons, perfluorocarbons, sulphur hexafluoride and any other substance prescribed
by regulations under the Greenhouse Gas Reduction Targets Act;
f)
“Greenhouse Gas Reductions” or “GHG Reductions” means (a) a reduction of Greenhouse Gas
emissions, or (b) an enhancement of Greenhouse Gas removals;
g)
“Offset Purchase Agreement” or “OPA”, means a written contract executed by the Province and
Vendor, which will be on similar terms and conditions as the sample OPA available on the CIB
web page;
h)
Project Information Document” or “PID” means the template document (attached to this RFEO as
Appendix 1) that assists Respondents in submitting proposed Projects in response to this RFEO;
i)
“Project Plan” means, in relation to the proposed Project, a plan prepared in accordance with the
Regulation;
j)
“Project Report” means a report prepared in accordance with the Regulation;
k)
“Project” means a course of action undertaken to achieve a Greenhouse Gas Reduction;
l)
“Province” means Her Majesty the Queen in Right of the Province of British Columbia and
includes the Ministry of Environment, Climate Investment Branch;
m) “Regulation” means the Emission Offsets Regulation, BC Reg. 393/2008, as amended or replaced
from time to time;
n)
“Respondent” means an individual or a company that submits, or intends to submit, a Response;
o)
“Response” means a Response submitted by a Respondent to this RFEO and will consist of a PID
and any relevant supporting documentation;
p)
“RFEO” or “Request for Emission Offsets” means the process described in this document;
q)
“Validation Body”, in respect of a Project Plan, means:
(a) a person accredited to conduct validations of Project Plans within the sectoral scope of the
project:
(i) by a member of the International Accreditation Forum,
(ii) in accordance with ISO 14065, and
(iii) through a program developed under ISO 17011, or
(b) subject to section 10.1 of the Regulation, a person enrolled in a program for accreditation, as
described in paragraph (a), to conduct validations of Project Plans within the sectoral scope of
the Project, but only for one year after the date on which the person or an authorized individual
on behalf of the person first signs a statement of assurance under section 4 (5) of the
Regulations in respect of a Project within that sectoral scope;
r)
“Vendor” means a Respondent whose Response has been selected by the Province and has
entered into an Offset Purchase Agreement with the Province; and
s)
“Verification Body” in respect of a Project Report, means:
Request for Emission Offsets - Page 4
(a) a person accredited to conduct verifications of Project Reports within the sectoral scope of
the Project:
(i) by a member of the International Accreditation Forum,
(ii) in accordance with ISO 14065, and
(iii) through a program developed under ISO 17011, or
(b) subject to section 10.1 of the Regulation, a person enrolled in a program for accreditation, as
described in paragraph (a), to conduct verifications of Project Reports within the sectoral scope
of the Project, but only for one year after the date on which the person or an authorized
individual on behalf of the person first signs a statement of assurance under section 6 (5) of the
Regulation in respect of a Project within that sectoral scope.
3.0 Instructions to Respondents
3.1 Anticipated Stages of the RFEO process through to finalization of purchase of
Emission Offsets
The process to purchase Emission Offsets is a multi-stage process involving evaluation against both
business and statutory requirements. Evaluation of Responses will occur on a rolling on-going basis as
Responses are received.
Preliminary evaluation against the statutory requirement will be conducted at stage 3, with a full
evaluation of the Project Plan and Project Reports by an appropriate Validation Body and Verification
Body pursuant to the Act and Regulation at stage 6.
The evaluation process will generally follow the following stages (further detail on each stage is provided
in sections 3.6 through 3.9):
Stage
Task
Stage One
A Respondent submits a Response to the Province.
Stage Two
Preliminary review of Responses. Respondents will be provided an opportunity to
rectify deficiencies in their Response prior to stage three.
Stage Three
The Province reviews and assesses the Response against the desirable criteria set out in
this RFEO. A Respondent is notified whether or not its Response meets the desirable
criteria. If a Response does meet the desirable criteria, the Respondent is invited to the
next stage, commercial negotiations.
Stage Four
Commercial negotiations. A Respondent and the Province negotiate the commercial
terms of an Offset Purchase Agreement, which will be on similar terms and conditions
as the sample OPA.
Stage Five
The Province and Respondent enter into an Offset Purchase Agreement.
Stage Six
Contract performance (overview).
i.
ii.
Prepare and submit a Project Plan and third-party validation;
Implement Project;
Request for Emission Offsets - Page 5
iii.
iv.
Prepare and submit periodic third-party verified Project Reports quantifying
reductions achieved; and upon successful review by the Province
Finalize the transfer of, and payment for, the Emission Offsets.
The actual purchase of Emission Offsets typically will not occur until the final step in stage six has been
completed to the satisfaction of the Province, despite an OPA being entered into in stage five. The
process of submitting verified Project Reports, review of these by the Province, and transfer and
payment typically occur annually for several years. If a Respondent is not able to complete any aspect of
stage six to the satisfaction of the Province, Emission Offset sales will not occur pursuant to the OPA.
3.2 Respondents to Review RFEO
Respondents are advised to report any errors, omissions or ambiguities to this RFEO and are encouraged
to seek additional information, in writing, by contacting CIB at the email address on the front page of
this RFEO document, prior to submitting a Response.
3.3 Enquiries
All enquiries related to this RFEO are to be directed, in writing, to the email address on the front page of
this RFEO document. Enquiries and answers may be recorded and posted as addenda to the BC Bid
Website at the Province’s option.
3.4 Open Call
This RFEO is an open call that will remain open until the close date noted on the cover. All Responses
will be accepted and assessed in the order in which they are received. It is Climate Investment Branch’s
intention to review and assess Responses and respond in a timely manner; CIB’s objective is to respond
within two to four weeks of the date upon which a Response is received.
3.5 Review Committee
Responses will be reviewed and assessed by a committee formed by the Province and may include
employees and contractors of the Province.
3.6 Submission of Response – Stage One
The Respondent submits a Response, prior to 14:00 Pacific Standard Time on September 17, 2019, in
accordance with the instructions on the cover page.
3.7 Preliminary Review – Stage Two
The Province will conduct a high-level preliminary review of a Response. If required, the Respondent will
be provided with a written list of deficiencies based on the desirable criteria, and an opportunity to
discuss these deficiencies with the Province in a teleconference. The list of deficiencies will not be
exhaustive and is not to be construed as consulting advice or an indication of what is required to be
successful under the review and assessment process.
Request for Emission Offsets - Page 6
Respondents may rectify deficiencies and re-submit their Response. Respondents are encouraged to
review the guidance materials on CIB’s web page and/or seek the assistance of a carbon consultant in
revising their response for re-submission.
In the event that the re-submitted Response is still deemed insufficient to proceed to stage three, the
Respondent will be offered a debriefing by teleconference.
3.8 Response Review and Assessment – Stage Three
The review committee will review and assess Responses in accordance with the process described in this
RFEO, including as set out in section 5. Where the Province determines that it is in the best interest of
the Province to proceed with a Project given the evaluation of the Project against the desirable criteria
and the Province’s budgetary and portfolio requirements, a Respondent will be invited to negotiate an
Offset Purchase Agreement with the Province.
Respondents whose Responses do not meet the desirable criteria will be advised of this in writing and
offered a debriefing by teleconference, and will not be invited to the next stage of negotiating an Offset
Purchase Agreement with the Province.
3.9 Commercial Negotiations and Execution – Stages Four and Five
Where the Province determines that a Respondent has met the requirements of stage three, that
Respondent will be invited to negotiate an Offset Purchase Agreement (OPA) with the Province. The
OPA includes various options, and negotiations are anticipated to include determination of which
options are appropriate for a particular Project, as well as any additional commercial terms as
contemplated in the sample OPA available on the CIB web page.
The following is a high-level overview of the five options related to delivery obligations that may be
available in an Offset Purchase Agreement. Respondents should review the sample OPA for further
details on delivery options and the conditions associated with each.
Option A - Firm (Fixed) - the Vendor commits to obtain and sell and the Province commits to buy on a
set date(s) a set amount of Emission Offsets generated during given calendar year(s) or other time
period(s). A discounted unit price would apply to late deliveries, and liquidated damages apply to
delivery shortages.
Option B - Firm - (Range) - the Vendor commits to obtain and sell and the Province commits to buy on
set date(s) at least a minimum volume of Emission Offsets generated during given calendar year(s) or
other time period(s) up to a maximum volume, if available. A discounted unit price applies to late
deliveries and liquidated damages apply to delivery shortages relative to the minimum volume of the
commitment range.
Option C - Best Efforts (Fixed) - the Vendor commits to making its best efforts to obtain and sell, and, if
available, the Province commits to buy, on set dates, a set amount of Emission Offsets generated during
given calendar year(s) or other time period(s) A discounted unit price applies to late deliveries.
Liquidated damages apply in the case of non-delivery (i.e. zero volume) or failure to deliver available
Emission Offsets.
Request for Emission Offsets - Page 7
Option D - Best Efforts (Range) - the Vendor commits to making its best efforts to obtain and sell and, if
available, the Province commits to buy on set date(s) at least a minimum volume of Emission Offsets
generated during given calendar year(s) or other time period(s) up to a maximum volume, if available. A
discounted unit price applies to late deliveries. Liquidated damages apply in the case of non-delivery
(i.e. zero volume) or failure to deliver available Emission Offsets.
Option E - Unit Contingent - the Vendor commits to sell, and the Province commits to buy, on a set date,
all available Emission Offsets from the Project generated during given calendar year(s) or other time
period(s), up to a maximum. A discounted unit price applies to late deliveries. No liquidated damages
apply to delivery shortages or non-delivery.
For all options listed above the following commercial terms may be negotiated at this stage:




Pricing and volumes, if any, for Emission Offsets in excess of base delivery obligations which the
Vendor must offer to the Province and the Province may purchase;
Length of contract term and delivery date(s);
Milestone payments;
Adjustment to delivery obligations as described above.
Pricing may also be negotiated based on the above noted delivery obligations, as well as one or more of
the following considerations:







Project type;
Volume;
Vintage(s);
Existing and prospective prices for Emission Offsets of comparable volume and/or vintages;
Marginal cost of abatement, financial return or the value of alternatives;
Cost of project development and documentation; and,
Technical, commercial, delivery or other risks.
The Province’s Risk Management Branch must approve all Offset Purchase Agreements prior to
execution.
If the Respondent and the Province conclude negotiations to the satisfaction of both parties and Risk
Management Branch has approved the OPA, an Offset Purchase Agreement will be executed during this
stage.
3.10 Contract Performance – Stage Six
The following (summarized) conditions need to be met to affect a sale of Emission Offsets under an
executed OPA. The Vendor will:
i.
ii.
iii.
iv.
Develop the Project Plan and have it validated in accordance with the Regulation;
Implement the Project in accordance with the validated Project Plan and the Regulation;
Prepare the Project Report and have it verified in accordance with the Regulation;
Supply the Province with all necessary documentation, finalize the transfer of, and payment for,
the Emission Offsets as per the terms and conditions of the Offset Purchase Agreement; and
Request for Emission Offsets - Page 8
v.
For storage or sequestration Project, maintain the stock of stored or sequestered carbon or
Greenhouse Gases according to the Project Plan and the Regulation. Such requirements can
outlive the term of the OPA.
The above terms are conditions precedent to the purchase of Emission Offsets by the Province. Failure
to meet any of these conditions may result in the Province not purchasing Emission Offsets under the
OPA.
The execution of an OPA does not oblige the Province to purchase Emission Offsets under the OPA and
the Province is under no obligation to purchase Emission Offsets unless the Vendor fully meets and
complies with all of the requirements of the OPA, the Act, the Regulation, and the process set out in this
RFEO.
3.11 Responses from a Single Legal Entity
Responses should be submitted by a single legal entity that will act as the Respondent and main contact
to the Province in respect of the RFEO process and for the purposes of performing the Vendor’s
obligations under any Offset Purchase Agreement.
3.12 Withdrawal of [or Changes to] Responses
By submitting a clear and detailed written notice to the email address on the front page of this
document, a Respondent may withdraw its Response at any time throughout the duration of the RFEO
process prior to executing an OPA with the Province.
Although Responses may be withdrawn at any time, Responses may only be amended in accordance
with the process set out in stage two. Once stage two is completed no further amendments will be
permitted except where necessitated by changes to the Act or Regulations.
3.13 Changes to the RFEO
The Province may amend the RFEO at any time by posting amendments to BC Bid. If amendments to the
Act or the Regulation are enacted that require changes to the RFEO, a Respondent may have to amend a
Response in order to comply with the updated legislated requirements.
3.14 Working Language of the Province
Responses should be submitted in English.
3.15 Respondent’s Expenses
Respondents are solely responsible for their own expenses in preparing a Response and for subsequent
negotiations with the Province, if any. The Province will not be liable to any Respondent for any claims,
whether for costs or damages incurred by the Respondent in preparing the Response, loss of anticipated
profit in connection with any Offset Purchase Agreement, or any other matter whatsoever.
3.16 Acceptance of Responses
This RFEO is not an agreement to purchase Emission Offsets and is not an agreement to enter an Offset
Purchase Agreement to purchase Emission Offsets. The Province is not bound to enter into an Offset
Request for Emission Offsets - Page 9
Purchase Agreement with any Respondent. Responses will be assessed in light of the desirable criteria.
The Province will be under no obligation to receive further information, whether written or oral, from
any Respondent.
3.17 Responses Not Binding
A Respondent may withdraw its Response at any time prior to entering into an Offset Purchase
Agreement with the Province by notifying the Province in writing. The Province may terminate
negotiations with a Respondent at time for any reason by notifying the Respondent in writing. The
submission and receipt of Responses in no way binds either party to proceed with the stages of this
RFEO.
3.18 Ownership of Responses
All documents, including Responses, submitted to the Province become the property of the Province.
They will be received and held in confidence by the Province, subject to the provisions of the Freedom of
Information and Protection of Privacy Act.
3.19 Confidentiality of Information
Information pertaining to the Province obtained by the Respondent as a result of participation in this
RFEO is confidential and must not be disclosed without written authorization from the Province.
Respondents are requested to sign and submit with their Response the Confidentiality Agreement
attached as Appendix 2. Respondents may request that CIB signs and returns the form prior to
submitting a PID by requesting so in writing to the email address on the cover.
3.20 Additional Information on the RFEO
All subsequent information regarding this RFEO, including amendments made to this document, will be
posted to the BC Bid Website. It is solely the responsibility of the Respondent to check for amendments
and additional information on the BC Bid Website.
4.0 Carbon Neutral Government and the B.C. Emission Offset
Market
This section describes Climate Investment Branch’s role within the B.C. emission offset market.
4.1
Carbon Neutral Government
The Greenhouse Gas Reduction Targets Act requires the Province of B.C. and other public sector
organizations to measure their respective Greenhouse Gas emissions, to pursue actions to minimize the
relevant Greenhouse Gas emissions, and then to annually net the remaining Greenhouse Gas emissions
to zero through the application of Emission Offsets.
An Emission Offset represents a quantified reduction in Greenhouse Gas emissions and/or removal
enhancement (Greenhouse Gas Reductions) generated by an identifiable Project, which has been
verified by a qualified independent third party. One example of an Emission Offset Project type is fuel-
Request for Emission Offsets - Page 10
switching from a high GHG intensive fuel to a lower GHG intensive fuel. These Emission Offsets can then
be used to balance the Greenhouse Gas emissions generated from another source, such as a plane trip.
B.C.’s entire public sector including schools, post-secondary institutions, government offices, Crown
corporations and hospitals have all achieved net-zero Greenhouse Gas emissions annually since 2010.
4.2
Climate Investment Branch
Climate Investment Branch (CIB) is a branch of the Climate Action Secretariat within the Ministry of
Environment. CIB was established in April 2014 to deliver B.C.-based Emission Offsets to help meet
these public sector carbon neutrality commitments, and to support the growth of B.C.’s low carbon
economy. CIB took over the functions of Pacific Carbon Trust, a crown corporation established in 2008.
In addition to helping public sector clients achieve carbon neutrality, Climate Investment Branch
provides B.C. businesses with new economic opportunities. For example, the price attached to selling
Emission Offsets can help make clean technology projects a reality, resulting in many economic and
social benefits. By leveraging our relationships with industry and government partners, we are bringing
people, money and ideas together to support innovation, new job opportunities and technologies.
4.3
Climate Investment Branch Portfolio
The Climate Investment Branch manages a portfolio of Emission Offset projects that spans B.C.’s
economy and geography while delivering on additional government priorities and objectives. While the
portfolio has annual requirements, it is intended to be managed over a five-year timeframe but within
strict annual budget appropriations. The goal is to source Emission Offsets from Projects that will make
positive changes to B.C.’s economy while delivering on annual commitments under the Greenhouse Gas
Reduction Targets Act. There are four main categories within the portfolio:
1. Lowest Price
2. Key Provincial Emission Reduction Challenges
3. Building Community Infrastructure
4. Key Government Objectives – Advancing Clean Technology
Portfolio categories are described in fuller detail in section 5.4.
CIB manages this portfolio to create a balance across regions, sectors, offset types, timeframes and
other factors to manage risks and maximize value for our clients.
A series of more targeted procurements may be introduced over time that set aside a volume and/or
budget within the portfolio to address specific components of these portfolio objectives.
5.0 Response Desirable Criteria – Stage Three
Responses will be assessed against the following desirable criteria.
Request for Emission Offsets - Page 11
5.1
Preliminary Assessment of Viability Against the Regulation
The Climate Investment Branch will only purchase Emission Offsets that meet the requirements set out
in the Regulation. CIB recognizes that at this stage, most Projects will not yet be validated nor will
Emission Offsets have been verified in accordance with the Regulation. While actual compliance with
the Regulation may not occur until stage six of the RFEO process, during stage three a preliminary
assessment of the Response’s viability against the Regulation will be conducted. Please note that any
preliminary assessment by CIB is no indication, representation or guarantee that a Project will be
validated and verified under the Regulation. Both the validation and verification processes are
conducted by independent third parties and are outside of the control of the Province.
The Response will be assessed against the following criteria:
• Within Scope:
o Project start date (actual or projected) is no earlier than November 29, 2007.
o Project is located in British Columbia.
o Project includes GHG Reductions of one or more of the six main types of Greenhouse
Gases.
• Real:
o
The Project is intended to result in GHG Reductions from an identifiable course of action:
 Project does not result in increases in emissions outside the project boundary or
any risks of increases are acknowledged and an appropriate leakage assessment
approach is referenced; and
 Where the Project involves GHG storage or biological sequestration, the quality of
the risk mitigation and contingency plan ensures the permanence of the GHG
Reduction.
• Project Quantification:
o The Vendor has identified a protocol appropriate to the project type or has described how
a protocol will be developed or adapted.
o If the protocol is not a designated or established protocol (as defined in Section 7 of the
Regulation) or is not a protocol listed on the CIB web page, it will need to adhere to a
protocol review process established by CIB.
• Clear Ownership/Counted Once:
o The Respondent asserts that they have a superior claim of ownership with respect to all
Emission Offsets and/or removal enhancements to be achieved by carrying out the
Project.
o The Respondent asserts that any Emissions Offsets and/or removal enhancements will
only be counted once as an Emission Offset.
• Baseline Scenario and Project Justification:
o A clear description of the baseline and Project is provided, including identification of
obstacles to carrying out the Project; and
Request for Emission Offsets - Page 12
o
5.2
The types and quality of evidence the Respondent will use to support their baseline and
project assertions are described including assertions that the baseline scenario will lead to
a conservative estimate of Greenhouse Gas Reductions to be achieved by the Project, and
that obstacles to the Project are overcome or partially overcome by the incentive of
having Emission Offsets recognized under the Regulation.
Project Risk
Every Emission Offset Project is subject to some level of uncertainty and risk, whether there is
statistical uncertainty in the quantification of the Emission Offsets or a risk that the Emission Offset
Project may not operate as intended.
•
Regulatory risk is a risk associated with a Project before validation, if there is a change in the
regulatory environment that affects the Baseline Scenario or Project justification (e.g. legal
requirement for all homes to exceed the performance benchmark).
There are also a number of risks that may affect Emission Offset Projects after validation:
•
•
•
Quantification risk is the risk that the data to support the baseline or Project becomes
unavailable, that measurement technologies improve, or that the quantification methodology
changes with time.
Performance risk is the risk that the infrastructure, program uptake, or data systems do not
perform according to that which was assumed during the feasibility analysis.
Permanence risk, in the instance of sequestration or carbon capture and storage projects, is the
risk that a natural or unintentional reversal of the sequestered or stored carbon will occur over
the term of the contract.
Criteria CIB use to assess risk will include:
• Respondent and other Project participants’ background:
o Prior experience with Emission Offset Projects and/or the Respondent has engaged a
carbon consultant to assist with development of the proposed Project; and
o Respondent’s credit rating.
• Feasibility of achieving Emission Offsets and/or removal enhancements by demonstrating:
o Certainty of implementation of key technologies;
o Conditions prior to Project initiation;
o Reasonable timeline for validation and commencement of commercial operation (the
farther in the future, the greater the risk);
o Likelihood of surpassing a minimum economic threshold of Project volume (generally
Projects will need to deliver at least 5,000 t/CO2e per year to be financially feasible for
the Vendor).
•
Mitigation strategies for key Project risk categories including those described above.
Request for Emission Offsets - Page 13
5.3
Environmental, Economic and Social Co-Benefits
An important component of CIB’s mandate is addressing climate change while meeting the Province’s
environmental, economic and social goals. CIB’s review of Responses may include an assessment of
associated co-benefits.
Examples of co-benefits may include, but are not limited to:
• Environmental:
o Biodiversity, ecological preservation, improved air quality, water conservation, soil quality
improvements or remediation, etc.
• Economic:
o Sustained or increased employment in B.C., increase in capital investment, etc.
• Social:
o Education, knowledge transfer, capacity building, benefits to B.C. First Nations, benefits to
local B.C. communities, etc.
Co-benefits will be evaluated based on credibility of the Response, demonstrated by evidence of
research into relevant government Acts, regulations, programs and/or economic analyses.
5.4
Fit with CIB’s Portfolio
CIB at its sole discretion will assess and assign Responses to one or more of its four portfolio categories.
The decision and timing to proceed with specific Projects will be determined solely by CIB, assessed
against available budget and the current and expected future composition of the portfolio. As a result
CIB may proceed with Projects in some categories sooner than others.
Responses will be assessed against requirements in one or more of the following portfolio categories:
1. Low Cost - to support its mandate, the Climate Investment Branch is seeking Projects that
demonstrate and achieve greatest value for money. Typically large volume Projects or smaller
Projects aggregated to a large annual volume would be expected to provide the greatest value for
money to CIB. Projects that offer delivery within a short time frame after contract finalization will
also be of value to CIB. CIB will assess low cost Projects against the cost of existing and
prospective Emission Offsets of comparable volume and/or vintages.
2. Key Provincial Emission Reduction Challenges – these Emission Offsets will come from one of the
following key industrial sectors:

Natural gas production (e.g. opportunities to reduce natural gas sector emissions
including electrification, carbon capture and storage, improved operations and
maintenance to prevent leaks, and energy efficiency projects);

New industrial projects (e.g. new facilities, or expansion to encourage investment in new
modes of production that deliver fewer emissions);
Request for Emission Offsets - Page 14

Industrial off-road diesel vehicles (e.g. modal or process switching for mining, agriculture,
logging and construction vehicles); or

Forest management and sequestration (i.e. reducing forest degradation).
3. Building Community Infrastructure – these Emission Offsets will be generated from Projects that
also benefit the local population and public infrastructure (e.g. urban or community forest,
landfill gas capture, waste diversion, etc.)
4. Key Government Objectives – these Emission Offsets will also help to achieve key government
goals. Note that objectives may change from time to time but will always be aligned with the BC
Climate Action Plan, the Technology Strategy or the BC Jobs Plan. Examples include, but are not
limited to:


5.5
Advancing clean technology (new or novel technology which delivers functionally
equivalent goods or services while reducing Greenhouse Gases relative to industry
common practice); and
Transforming B.C. to a green economy (e.g. renewable energy, green building, clean
transportation, water management, waste and pollution control, land and resource
management).
More than one Concurrent Response
When there is more than one concurrent Response identified and the proposed aggregated supply is
greater than CIB’s immediate requirements, those Responses will be compared against each other and
the Response with the following will be considered more advantageous to the Province and may be
selected to proceed to subsequent stages in the RFEO process first:
 Lower price;
 Greater evidence of compliance with the Regulation;
 Lower risk; and
 Greater environmental, economic and social co-benefits.
6.0 Response Process
TO RESPOND TO THE RFEO RESPONDENTS SHOULD USE THE PROJECT INFORMATION DOCUMENT
TEMPLATE ATTACHED TO THIS RFEO AS APPENDIX 1.
In order to ensure Responses are submitted in a manner that best facilitates the Province’s assessment
process, Responses should be submitted in accordance with the following instructions:
 Submit Response via email to the address on the cover page.
The Response should include:
 One completed Response (Project Information Document - Appendix 1) for each proposed
Project), in PDF format (converted document, not scan).
 One signed Confidentiality Agreement (Appendix 2).
Request for Emission Offsets - Page 15
 Evidence to support the assertions made in the Response in an appropriate format for
evaluation (e.g. spreadsheets in MS Excel), appropriately labelled to reference PID section and
appended in order.
And may include:
 Other documents relevant to the Response and the eligibility of GHG Reductions as Emission
Offsets under the Regulation.
Electronic file format:
 Each file should be 5mb or smaller;
 Do not submit compressed files (i.e. no ZIP files);
 Name format:
o Respondentname_projectname_PID_MMDDYYYY
o Respondentname_projectname_EvidencePID5.2_MMDDYYYY (as appropriate to
reference supporting evidence if required)
If a Respondent is unable to use the attached Project Information Document, please contact CIB via the
email on the front page to make alternate arrangements.
Request for Emission Offsets - Page 16
APPENDIX 1 - Project Information Document
Complete and submit this template in response to the RFEO. This Project Information Document is not
an agreement to purchase Emission Offsets and is not an agreement to enter an Offset Purchase
Agreement. The Province is not bound to enter into an Offset Purchase Agreement with any
Respondent. Further, engaging in this RFEO process or negotiating an Offset Purchase Agreement with
the Province does not constitute an indication, representation or guarantee that a Project Plan will be
validated by a Validation Body or that a Project Report will be verified by a Verification Body, as required
by the Regulation. Please note that both the validation and verification processes are conducted by
independent third parties and are outside of the control of the Province.
A key qualification criterion for Emission Offsets purchased by Climate Investment Branch is evidencebased documentation demonstrating how the Project meets the criteria. Responses should include
supporting documentation wherever required. Please label all supporting documentation to reference
the applicable PID section, and append in the same order.
Project Information Document Page 1
PROJECT SUMMARY
Overview
PID Submission Date
[month, day, year]
Project Title
(ISO-14064-2: clause 5.2 a, BCEOR: Section 3, subsection 2a)
Sectoral scope(s) applicable to
the Project (ISO 14064 2: 5.2 b):
AFOLU (Agriculture, Forestry
and Land Use) Project category
and activity type (if applicable)
Is the Project a program of
activities? (“grouped projects,”
that are structured to allow the
expansion of a project activity
subsequent to validation under
the same Project Plan)
[Please use the following format: <Project type description> –
<Company Name>, <Location>. E.g.: Biomass gasification project –
Your Company (Vancouver)]
Project Purpose and Objectives
Provide a summary description (maximum two page – further detail is requested later in the PID) of
how the Project is expected to generate GHG Reductions. Include the following:
 a description of key project sources, sinks, and reservoirs;
 technologies and processes; and
 the Baseline Scenario including key sources, sinks and reservoirs.
Expected Lifetime of the Project
[XX Years]
Expected Validation Period
[month, day, year] to [month, day, year]
Proposed average price per
$
tonne CO2e over contract period:
Project Information Document Page 2
CONTACT INFORMATION AND RESPONDENT EXPERIENCE
Respondent (i.e. the entity that will ultimately sign a contract with the Province)
Primary contact name and title
Company
Address
Telephone
E-mail
Brief description of organization
Describe role(s) on the Project
(facility owner, facility operator,
Project aggregator or
coordinating entity):
Describe experience with carbon
markets (include number of
years).
Describe experience with this
Project type (include number of
years).
Secondary contact name and title
Telephone
E-mail
Other Entities Involved in the Project
As applicable, provide information for other entities (as named below) that are involved in the
development of the Project. Copy and paste table as needed.
Contact name and title
Company
Address
Telephone
E-mail
Brief description of organization
Project Information Document Page 3
Describe role on the Project
(carbon consultant, facility
owner, facility operator, project
aggregator or coordinating
entity).
Describe experience with carbon
markets (include years.
Describe experience with this
Project type (include years).
Proposed Validation Body
Company
Contact name and title
Address
Telephone
E-mail
Describe experience with carbon
markets (include years).
Describe experience with this
Project type (include years).
State ISO status within the
sectoral scope of this Project.
Proposed Verification Body
Contact name and title
Company
Address
Telephone
E-mail
Describe experience with carbon
markets (include years).
Describe experience with this
Project type (include years).
State ISO status within the
Project Information Document Page 4
sectoral scope of this Project.
Project Information Document Page 5
RFEO SECTION 5.1 - PRELIMINARY ASSESSMENT OF VIABILITY AGAINST THE REGULATION
CIB will only purchase Emission Offsets that meet the requirements set out in the Regulation. CIB
recognizes that at this stage Projects will likely not yet have been validated nor will Emission Offsets
have been verified in accordance with the Regulation. Therefore, at this stage, CIB will conduct a
preliminary assessment of the Project’s viability against the Regulation. Please note that any preliminary
assessment by CIB is no indication, representation or guarantee that a Project will be validated and
verified under the Regulation. Both the validation and verification processes are conducted by
independent third parties and are outside of the control of the Province.
Within Scope
The Project includes GHG Reductions of one or more of the six main types of Greenhouse Gases.
Mark with an ‘X’ all that apply.
Carbon dioxide (CO2)
Sulphur hexafluoride(SF6)
Methane (CH4)
Hydrofluorocarbons (HFCs), specify:
Nitrous oxide (N2O)
Perfluorocarbons (PFCs), specify:
A Project must have started no earlier than November 29, 2007 to be eligible to generate Emission
Offsets under the Regulation (section 3(2)(l)). The Regulation does not define “start date” but best
practice indicates it is generally considered to be the first day that GHG Reductions occur that are due
to Project operations.
Identify the actual or projected start date. Justify the start date by describing the activity, phase and/or
metrics that trigger it, and explain why they are selected.
[Date, Month, Year]
The GHG Reductions occur from sources, sinks or reservoirs within B.C. (See Regulation section 3(2)(o)
and the definition of carbon dioxide equivalent.)
Copy table as required for multiple locations.
List Project location(s)
[Name of Facility, Community or Region]
Project coordinates (latitude
and longitude or similar) if
available.
Real
The Project is intended to result in GHG Reductions from a course of action.
Project Information Document Page 6
(See Regulation section 3(2)(o)/3(2)(r) )
Briefly explain how GHG Reductions as a result of the Project activity do not result in increases in
emissions in other locations/ jurisdictions (i.e. minimize leakage) or how such increases will be taken
into consideration in the quantification of GHG Reductions.
For land-based or geological sequestration Projects, briefly explain the steps that will be taken to
ensure that GHG Reductions as a result of the Project activity will endure for a period of at least 100
years (i.e. permanence)?
Quantifiable
Demonstrate how the proposed Project is or will be quantifiable. (See Regulation section 3(2)(o))
If available, identify the protocol you expect to use to quantify GHG Reductions.
Is the protocol you expect to use on the approved list of protocols? If not, please indicate the offset
system under which this protocol has been approved.
If a protocol exists (or is in the development phase), what are the key measurement and monitoring
data required to substantiate GHG Reductions? Please demonstrate how this information is currently
(or will be) collected and managed and the types of controls in place to ensure accuracy, completeness
and certainty to a reasonable level of assurance. The use of a data flow map is recommended.
Clear Ownership/ Counted Once
The Respondent asserts that they have a superior claim of ownership with respect to the GHG
Reductions to be achieved by carrying out the Project. (See Regulation section 3(2)(q)).
Please explain how ownership of GHG Reductions will be demonstrated. Describe or attach the evidence
that will be used to support this assertion (ownership of land or equipment, quitclaims, contractual
arrangements, etc.).
Any GHG Reductions resulting from the Project will not be recognized under any other offset or
Project Information Document Page 7
Greenhouse Gas reduction program. (See Regulation section 8(c).
If the GHG Reductions may be recognized under another emission offset system or any other GHG
Reduction program, list them here, and for each:

Describe the offsets system or GHG reduction program;

Indicate how/whether the GHG Reduction could potentially be recognized; and

Where applicable, demonstrate that GHG Reductions generated by the Project will not be
recognized under such programs or mechanisms.
Copy table as required.
Baseline and Project Justification
Responses should clearly demonstrate how the Baseline Scenario and Project will be justified. See
Regulation sections 3(2)(i), 3(2)(j), 3(2)(k) and 3(2)(l) for further reference.
The baseline scenario is a reasonable and conservative representation of what would occur in the
absence of the incentive of having GHG Reductions recognized as Emission Offsets under the Act.
a) Identify a probable and realistic baseline scenario.
b) Describe how the identified baseline scenario will result in a conservative estimate of GHG
Reductions to be achieved by the Project.

If applicable, list any government laws, regulations or other legal requirements that otherwise
require the activity described as the Project scenario.

Describe the regulatory framework within which the baseline and Project condition operate.
Demonstrate how the baseline scenario adheres to the regulatory requirements.

List any existing or proposed provincial or federal incentives or funding, including tax incentives,
which may affect the baseline scenario. Identify amounts.
Project Information Document Page 8
c) Justify how the product/service delivered by the Project is equivalent to that which would be
delivered in the baseline scenario (i.e. functional equivalence).
Identify one or more of the following obstacles that prevent the Project from being the baseline
scenario.
For each, demonstrate how the incentive of recognition as an Emission Offset under the Act overcomes
or helps to overcome the obstacle.

Financial: Provide a financial justification which may include cash flow analysis for the anticipated
validation period with Net Present Value (NPV) or Internal Rate of Return (IRR) calculations.
Provide or describe supporting documentation (e.g. procurement records, financial agreements,
etc.).

Technological: Describe and attach evidence of the challenges faced in adopting that technology in
the industry and/or geographic location and for each describe how recognition as an Emission
Offset helps to address that challenge.

Social/Other: Describe obstacles in this category (may include community sentiment or commercial
or legal barriers).
Project Information Document Page 9
RFEO SECTION 5.2 - PROJECT RISK
Every Emission Offset Project is subject to some level of uncertainty and risk, whether there is
statistical uncertainty in the quantification of the Emission Offsets or a risk that the Emission
Offset Project may not operate as intended.
Project Description
Provide a technical description of the Project including details, figures, schematics, etc.
All Projects:
Where appropriate, provide a list of facilities, systems and equipment in operation under the
existing scenario prior to the implementation of the Project.
AFOLU (Agriculture, Forestry and Land Use) Projects:
For all measures listed, include information on any conservation, management or planting
activities, including a description of how the various organizations, communities and other
entities are involved.
Include a list and the arrangement of the main manufacturing/production technologies, systems
and equipment involved. Include in the description information about the age and average
lifetime of the equipment based on manufacturer’s specifications and industry standards, and
existing and forecast installed capacities, load factors and efficiencies.
Include the types and levels of services (normally in terms of mass or energy flows) provided by the
systems and equipment that are being modified and/or installed and their relation, if any, to other
manufacturing/production equipment and systems outside the Project boundary.
Conditions Prior to Project Initiation
Describe the conditions existing prior to Project initiation and demonstrate that those activities have
not been implemented to generate GHG emissions for the purpose of their subsequent reduction,
removal or destruction.
Project Timeline
Provide actual or projected dates in the project timeline below (a sample table is provided– revise as
required).
Project Information Document Page 10
The timeline should include key:
 Project planning, feasibility and design activities;
 Internal and external approvals such as permitting, financing and operating; and
 Construction, commercial operation or implementation dates.
Indicate which task or milestone is linked to the Project start date.
TASK/MILESTONE
START
END
Planning/feasibility
Design
Final approval for expenditure
Prepare and complete final Project Plan
Validation of Project Plan
Construction
Testing
Commissioning
Commercial operations
Key Project Assumptions
Disclose any key project assumptions material to the Project.
Project Risks and Mitigation
Identify in the table below risks and uncertainties that may cause the Project to not perform as
planned and/or may substantially affect the GHG Reductions expected to be achieved by the
Project. Describe what actions will be taken to monitor and reduce the specific Project risk and
uncertainty.
Project Information Document Page 11
Risk /Uncertainty Identification
Mitigation / Management Strategy
Regulatory Risk
Quantification Risk
Performance Risk
Permanence Risk
List any other key risks associated with the Project and identify a mitigation strategy for each.
[Add additional rows as required]
Project Delivery Volume
Provide an estimate of the anticipated Emission Offset volumes proposed to Climate Investment
Branch. *For aggregated Projects or program of activities (PoA) please break out estimated
delivery volumes by year and activity type.
Vintage Year
Project Information Document Page 12
Activity Type*
Estimated Volume
(tCo2e)
Proposed Delivery
Date
RFEO SECTION 5.3 – ENVIRONMENTAL, ECONOMIC AND SOCIAL CO-BENEFITS
An important component of Climate Investment Branch’s mandate is addressing climate change while
meeting the Province’s economic and social goals. Please describe any additional benefits that will result
from the proposed Project.
Co-benefits will be evaluated based on credibility of the Response, demonstrated by describing and/or
attaching evidence of research into relevant government Acts, regulations, programs and/or economic
analyses.
As applicable, please provide details on any potential co-benefits of the Project as they pertain to the
following:
Environmental co-benefits could include: Biodiversity, ecological preservation, improved air quality,
water conservation, soil quality improvements or remediation, etc.
Economic co-benefits could include: Sustained or increased employment in B.C., increase in capital
investment, etc.
Social co-benefits could include: Education, knowledge transfer, capacity building, benefits to B.C.
First Nations, benefits to local B.C. communities, etc.
Project Information Document Page 13
RFEO SECTION 5.4 - FIT WITH CLIMATE INVESTMENT BRANCH PORTFOLIO
Please provide the following information to assist CIB in assigning the Project to a portfolio category.
Note that it is advantageous for Projects to fit more than one category – be sure to indicate all that
apply. Final assignment of Projects to the portfolio categories is at the Province’s sole discretion.
Low Cost
CIB will assess low cost Projects against the cost of existing and prospective Emission Offsets of
comparable volume and/or vintages within this category.
Key Provincial Emission Reduction Challenges (see RFEO section 5.4-2 for further details on this
portfolio category)
Indicate with an ‘X’ the industrial sector that applies to the Project.
Natural Gas production
New industrial Projects (greenfield or expansion)
Industrial off-road diesel vehicles
Forest management (reducing forest degradation)
Building Community Infrastructure(see RFEO section 5.4-3 for further details on this portfolio
category)
These Emission Offsets will be generated from Projects that also benefit the local population and public
infrastructure (e.g. urban or community forest, landfill gas capture, waste diversion, etc.).
Describe how the Project fits this portfolio category.
Key Government Objectives (see RFEO section 5.4-4 for further details on this portfolio category)
These Emission Offsets will also help to achieve key government goals. Note that objectives may
change from time to time but will always be aligned with the BC Climate Action Plan, the Technology
Strategy or the BC Jobs Plan. Examples include, but are not limited to:

Advancing clean technology; and/or

Transforming B.C. to a green economy.
Project Information Document Page 14
Describe how the Project fits this portfolio category.
Project Information Document Page 15
APPENDIX 2 – Confidentiality Agreement
(next page)
CONFIDENTIALITY AGREEMENT
This Confidentiality Agreement (“Agreement”) is made as of the [D,MM,YYYY) (the “Effective Date”) and is
BETWEEN
[Company Name]
AND
Her Majesty the Queen in Right of British Columbia
as represented by the Minister of Environment, BC (the Province)
with a mailing address of:
Ministry of Environment
Climate Action Secretariat, Climate Investment Branch
PO BOX 9486 STN PROV GOVT,
Victoria, British Columbia,
Canada, V8W 9W6
WHEREAS:
The Parties intend to enter into discussions and where applicable negotiations in respect of the following
purpose (the “Purpose”):
[description of purpose]
Each Party wishes to disclose to the other Party certain Confidential Information (as defined below) in respect of
the Purpose.
THIS AGREEMENT WITNESSES that in consideration of the mutual promises set out in this Agreement, and for
other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties
agree as follows:
1.
Definitions. In this Agreement:
(a)
“Confidential Information” means non-public information, whether in written, oral, graphic or
any other form, of a Party that is disclosed to the other Party during the Discussions including
without limitation, the fact that such Discussions are occurring or have occurred, proprietary
planning tools, intellectual property, third party agreements, commercial arrangements,
financial information, information in respect of operation, facilities, techniques and technology,
and any other information in respect of the Disclosing Party, all non-public combinations of
Ministry of Environment
Climate Action Secretariat
Mailing Address:
PO Box 9486 Stn Prov Govt
Victoria BC V8W 9W6
Telephone: 250 387-9456
Facsimile:
250 356-7286
Website: www.livesmartbc.ca
separate items that individually may or may not be generally known, items for which the
Disclosing Party is under an obligation of confidentiality to Third Parties, as well as all analyses,
reports and compilations prepared by or for the Disclosing Party in respect of the Purpose,
including any information or data on which such analyses, reports or compilations are based,
and all copies and tangible embodiments of the foregoing in all media and any summaries of, or
extracts or quotations from, Confidential Information prepared by the Receiving Party that
include information that would be Confidential Information if provided by the Disclosing Party.
Confidential Information does not include information that is: (a) publicly available without
breach of this Agreement; (b) already known to or in the possession of the Receiving Party prior
to receipt of such information from the Disclosing Party as evidenced by written records; (c)
received from a Third Party having the right to disclose such information without restriction; and
(d) independently developed by the Receiving Party without access to, or use of, any
information disclosed by the Disclosing Party as evidenced by written records;
(b)
“Disclosing Party” means a Party that discloses Confidential Information to the other Party;
(c)
“Discussions” means any interactions, discussions and negotiations between the staff of the
Province’s Ministry of Environment, Climate Investment Branch, and [Company Name] regarding
the Purpose. For certainty, a reference to “Discussions” includes a reference to any interactions,
discussions or negotiations between the Parties regarding the Purpose which occurred before
the Effective Date;
(d)
“Purpose” has the meaning given to it in the recitals;
(e)
“Receiving Party” means a Party that receives Confidential Information from the other Party;
(f)
“Secondary Information” has the meaning given to it in Section 4; and
(g)
“Third Party” means any person, individual, entity, shareholder, corporation, partnership, body,
government, or legislature whatsoever not a party to this Agreement.
2.
Confidentiality Obligations. Subject to the exclusions set out in Section 3, the Receiving Party shall treat
as confidential, and shall not disclose to any Third Party, the Confidential Information. The Receiving
Party shall not, directly or indirectly, copy, transmit, reproduce, make available, sell or disclose any of
the Confidential Information or the Receiving Party’s recollections thereof. The Receiving Party shall not
make any use whatsoever of the Confidential Information except to the extent necessary for the
Purpose.
3.
Exclusions. Notwithstanding the confidentiality obligations set out in Section 2:
(a)
the Receiving Party may disclose:
(i)
Confidential Information with the written consent of the Disclosing Party;
(ii)
Confidential Information to its directors, officers, employees, consultants and
advisors, provided that the Receiving Party shall limit such disclosure to that
Confidential Information which is required for the Purpose and to those of its
directors, officers, employees, counsel or consultants who have a need to know such
information for the Purpose, have been advised of the confidential nature of such
information, and are bound by an obligation of confidentiality similar to that set forth
in this Agreement; and
(iii)
Confidential Information to the extent that such disclosure is required by law or by
the order of any judicial, administrative, or similar body with enforcement powers
having jurisdiction over the Receiving Party, provided that the Receiving Party will
promptly notify the Disclosing Party in writing of such requirement and will cooperate reasonably with the Disclosing Party at the Disclosing Party’s expense in
seeking to challenge or to restrict the scope of such disclosure;
(b)
without limiting the foregoing, the Province may disclose Confidential Information to any
ministers, deputy ministers or servants or employees of the Province of British Columbia who
have been advised of the confidential nature of such information;
(c)
the Province may summarize, quote or provide extracts of Confidential Information or the
purpose of disclosures allowed under this section.
4.
Computer Back-up. The Parties acknowledge that a Receiving Party's computer systems may
automatically back-up Confidential Information disclosed to it by the Disclosing Party. The Parties agree
that to the extent that such computer back-up procedures automatically create copies of Confidential
Information (the “Secondary Information”) the Receiving Party may retain such Secondary Information
in its archival computer storage for the period that it would normally archive computer records.
Secondary Information shall be subject to the provisions of this Agreement until destroyed and may not
be accessed by the Receiving Party during such period of archival storage.
5.
Freedom of Information and Protection of Privacy Act. The Parties acknowledge that the Province is
subject to the Freedom of Information and Protection of Privacy Act and the regulations enacted
thereunder, and that the Province's non-disclosure obligations under this Agreement are subject to
those enactments, as amended or replaced from time to time.
6.
Ownership. All Confidential Information is and shall continue to be the exclusive property of the
Disclosing Party. This Agreement is not intended to and does not grant, expressly or by implication, any
right or license to any intellectual property right or similar proprietary right of any kind that the
Disclosing Party may possess.
7.
Safeguard of Confidential Information. The Receiving Party agrees to exercise the same standard of
care in safeguarding the Confidential Information against loss, theft, destruction or inadvertent
disclosure as it would in respect of its own confidential information.
8.
Injunction. The Receiving Party acknowledges and agrees that any breach of this Agreement by the
Receiving Party may cause irreparable harm to the Disclosing Party. If the Receiving Party fails to abide
by the terms of this Agreement, the Disclosing Party shall, if the Province is the Disclosing Party, be
entitled to an injunction, specific performance or other equitable relief as well as any equitable
accounting of all profits and benefits arising out of any breach of this Agreement and no bond or other
security shall be required from the Disclosing Party in connection therewith, and if the Province is the
Receiving Party, such equitable remedies as are available against the Province under the Crown
Proceeding Act or other legislation. The rights and remedies specified in this Agreement are in addition
to, and not in substitution for, any rights or remedies of the Disclosing Party at law or in equity. If the
Disclosing Party is successful in obtaining an injunction or is otherwise successful in any other action
arising out of a breach of this Agreement, the Receiving Party will pay to the Disclosing Party the full
amount of the Disclosing Party's legal fees and expenses incurred by the Disclosing Party in pursuing
such action(s).
9.
Liability Exclusion. In no event will either Party be liable to the other Party in connection with any
breach of this Agreement for any indirect, incidental or consequential damages, including loss of profits.
10.
Term. This term of this Agreement commences on the Effective Date and ends on the earlier of the date
the Discussions are terminated by mutual agreement of the Parties or 24 months after the Effective
Date [the ____ day of _______________________, 20___.]
11.
Survival. The obligations of the Receiving Party respecting the use and disclosure of the Confidential
Information under this Agreement and the rights of the Disclosing Party to enforce such obligations will
survive and will continue for a period of 2 years after the expiration or termination of this Agreement.
12.
Miscellaneous.
(a)
Binding Nature. This Agreement shall be binding upon and enure to the benefit of the Parties
and their respective successors and permitted assigns.
(b)
No Warranty. All Confidential Information is provided “AS IS” and without any warranty,
express, implied, or otherwise, regarding its accuracy, completeness, performance, noninfringement, or fitness for particular purpose.
(c)
Assignment. Neither Party may assign or transfer this Agreement or any rights or obligations
under this Agreement without the prior written consent of the other Party.
(d)
Entire Agreement. This Agreement represents the entire agreement and understanding of the
Parties with respect to the non-disclosure of the Confidential Information.
(e)
Severability. If any provision of this Agreement is determined to be invalid or unenforceable,
the validity and enforceability of the remaining provisions of this Agreement will not be affected
or impaired.
(f)
Governing Law; Jurisdiction. This Agreement shall be governed by the laws of the Province of
British Columbia and Canada applicable therein, and the Parties hereby attorn to the exclusive
jurisdiction of the courts of the Province of British Columbia.
READ, UNDERSTOOD AND AGREED, as of the day and year first written above.
[Company Name]
by its authorized signatory:
Her Majesty the Queen in Right of British
Columbia (as represented by the Minister of
Environment)
by its authorized signatory:
Name:
Name:
Signature: ___________________________
Signature: ___________________________
Title: