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Corporate Human Resources

5th Floor, Peace Hills Trust Tower


10011 109 Street
Edmonton, Alberta
T5J 3S8

REQUEST FOR PROPOSALS NUMBER 16-EMEC-01


EXTERNAL MANAGEMENT ENGAGEMENT CONSULTANT
CORPORATE HUMAN RESOURCES
RFP Issue Date:

October 5, 2016

RFP Closing Date and Time:

October 19, 2016 at 14:00:59 Alberta Time

Contracting Manager:
Telephone:

Angela Pappas
Director, Organizational Development
780-641-9838

Facsimile:

780-422-0835

Email:

angela.pappas@gov.ab.ca

Corporate Human Resources

Request for Proposals Number 16-EMEC-01

1.

INTRODUCTION........................................................................................................................... 3
1.1 PREAMBLE ......................................................................................................................................3
1.2 RFP DEFINITIONS ............................................................................................................................3
1.3 INTERPRETATION ...........................................................................................................................5

2.

PROJECT INFORMATION ......................................................................................................... 5


2.1 PROJECT OVERVIEW......................................................................................................................5
2.1.1 REQUEST FOR SERVICES ................................................................................................................7
2.1.2 VALUE, VOLUME AND EXCLUSIVITY .............................................................................................7

SERVICES, MANDATORY REQUIREMENTS AND DESIRABLE PROVISIONS ............ 7


SERVICES ........................................................................................................................................7
REPORTING ....................................................................................................................................7
DESIRABLE PROVISIONS CORPORATE ........................................................................................8
MANDATORY REQUIREMENTS PROPOSED RESOURCES.........................................................8
DESIRABLE PROVISIONS PROPOSED RESOURCES ......................................................................8
FACILITIES .....................................................................................................................................8

3.1
3.2
3.3
3.4
3.5
3.6
4.

PRICING ......................................................................................................................................... 8
4.1 FORM OF PRICING ..........................................................................................................................8
4.2 PROJECT BUDGET ..........................................................................................................................8

5.

PROPOSAL ..................................................................................................................................... 9
5.1 HOW TO ORGANIZE THE PROPOSAL .............................................................................................9
5.2 WHAT TO PUT IN THE PROPOSAL ..................................................................................................9
5.2.1 RESPONSE TO RFP REQUIREMENTS .............................................................................................9
5.2.2 PROPONENT PROFILE ..................................................................................................................10
5.2.3 SERVICE DELIVERY APPROACH ..................................................................................................11
5.2.4 APPENDICES .................................................................................................................................11
5.2.5 CONTRACT PROVISIONS ..............................................................................................................11

6.
6.1
6.2
6.3
6.4
6.5
6.6
6.7
6.8

EVALUATION ............................................................................................................................. 12
SCREENING ...................................................................................................................................12
RATING .........................................................................................................................................12
PROPOSAL EVALUATION CRITERIA ............................................................................................12
SHORT LISTING ............................................................................................................................12
REFERENCE CHECKS ...................................................................................................................12
SELECTION ...................................................................................................................................13
RESOURCE REPLACEMENT ..........................................................................................................13
PROPOSAL CLARIFICATIONS .......................................................................................................13

7.1
7.2
7.3
7.4

RFP TERMS AND CONDITIONS ............................................................................................. 13


ACCESS TO RFP DOCUMENTS ......................................................................................................13
ESTIMATED RFP SCHEDULE OF EVENTS .....................................................................................13
PROPONENT INFORMATION SESSION ..........................................................................................14
PROPOSAL SUBMISSION ...............................................................................................................14

7.

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Request for Proposals Number 16-EMEC-01

7.5 PROPOSAL PUBLIC OPENING ........................................................................................................15


7.6 MULTIPLE PROPOSALS ................................................................................................................15
7.7 PROPONENT TEAM PROPOSALS ...................................................................................................16
7.8 PRICE ............................................................................................................................................16
7.9 PROPONENT QUESTIONS ..............................................................................................................16
7.10 PROPOSAL ALTERATIONS AND IRREVOCABILITY .......................................................................17
7.11 PERIOD OF COMMITMENT ...........................................................................................................17
7.12 PROPOSAL IRREGULARITY OR NON-COMPLIANCE .....................................................................17
7.13 PROPOSAL RETURN ......................................................................................................................17
7.14 CONFIDENTIALITY AND SECURITY OF INFORMATION ................................................................18
7.15 FREEDOM OF INFORMATION AND PROTECTION OF PRIVACY ACT (ALBERTA) (FOIP) ............18
7.16 CONSENT TO THE USE OF PERSONAL INFORMATION .................................................................18
7.17 CONFLICT OF INTEREST...............................................................................................................19
7.18 LOBBYISTS ACT (ALBERTA) ..........................................................................................................19
7.19 AGREEMENT ON INTERNAL TRADE AND NEW WEST PARTNERSHIP TRADE
AGREEMENT ...........................................................................................................................................19
7.20 MODIFIED RFP PROCESS ............................................................................................................19
7.21 RFP TERMS AND CONDITIONS ....................................................................................................20
7.22 EXTENSION, AMENDMENT TO OR CANCELLATION OF RFP .......................................................20
7.23 COSTS OF THE PROPOSAL ............................................................................................................20
7.24 CONTRACT AWARD ......................................................................................................................20
7.25 REPRESENTATIONS AND WARRANTIES .......................................................................................20
7.26 RELEASE OF PROPOSAL INFORMATION ......................................................................................21
7.27 PROPONENT DEBRIEFING ............................................................................................................21
7.28 LIMITATION OF LIABILITY ...........................................................................................................21
7.29 PROPOSAL ACCEPTANCE / REJECTION .......................................................................................21
APPENDIX A CONTRACT ............................................................................................................... 22
APPENDIX B SERVICES .................................................................................................................. 38
APPENDIX C REQUEST FOR SERVICES ...................................................................................... 40
APPENDIX D PROPOSAL SUBMISSION FORM ......................................................................... 42
APPENDIX E SERVICE DELIVERY APPROACH......................................................................... 47
APPENDIX F NON-DISCLOSURE AGREEMENT ......................................................................... 48

October 5, 2016

Corporate Human Resources

Request for Proposals Number 16-EMEC-01

1. INTRODUCTION
1.1

PREAMBLE
Proponents are invited to submit Proposals for the provision of Services in
accordance with the specifications, terms and conditions set out in this RFP.
This RFP is a competitive procurement and will be conducted in accordance with
one fundamental objective: to maximize the benefit to the Province while offering
Proponents a fair and equitable opportunity to participate.
Proponents are advised to pay careful attention to the wording used throughout this
RFP.

1.2

RFP DEFINITIONS
Terminology used throughout this RFP is defined as follows, unless the situation, context
and/or use warrants otherwise.
Alberta Public Service or APS means employees of the Government of Alberta.
Alberta Purchasing Connection or APC means the Government of Albertas
electronic tendering system.
Alberta Time means Mountain Standard Time or Daylight Saving Time as defined and
provided for in the Daylight Saving Time Act (Alberta), as amended from time to time.
Business Day means 08:15 to 16:30, Alberta Time, Monday to Friday, excluding holidays
and office closures observed by the Province.
Contract means the written agreement, including schedules and amendments, between
the successful Proponent, as Contractor, and the Province, to provide the Services and
Materials contemplated by this RFP.
Contracting Manager means the individual referenced on the cover page of this RFP.
Contractor means the legal entity that will enter into the Contract with the Province.
Evaluation Team means individuals who will evaluate the Proposals on behalf of the
Province.
Facilities means adequate office space and equipment, including, but not limited to, desks
and chairs, computers, hardware and software, telephones and office supplies and access to

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Request for Proposals Number 16-EMEC-01

printer and facsimile, for the performance of the Services by the Contractor.
Fixed Hourly Rate means the maximum definite and predetermined hourly rate to be
charged for the performance of the Services described in Appendix B, Section 1.2, to this
RFP, by the successful Proponents Resources, inclusive of all expenses.
"Fixed Price" means the maximum, definite and predetermined price charged for the
performance of the Type 1 Services by the successful Proponent's resources, inclusive of all
expenses, for each respective management engagement session.
Materials means any work, information, records and/or materials, including Personal
Information, regardless of form and state of completion, which are made, generated,
produced and/or acquired by the Contractor or its employees, subcontractors or agents in
the course of performing the Services.
must or mandatory or shall means that the requirement so described must be met
in a substantially unaltered form in order for the Proposal to be compliant.
Personal Information means personal information as defined in the Freedom of
Information and Protection of Privacy Act (Alberta) (FOIP), as amended from time to
time.
Prime Proponent means the Proponent in a Proponent Team that will act as the
Proponent Teams lead and is the contact between the Province and Proponent Team
throughout the duration of the RFP and if applicable, Contract.
Project means the project outlined in section 2.1 of this RFP.
Proponent means an individual, organization or Proponent Team responding to this RFP
with a Proposal.
Proponent Team means two or more individuals, organizations or a combination thereof
that together submit a Proposal.
Proposal means the Proponents response to this RFP, and includes all the Proponents
attachments and presentation materials.
Province means Her Majesty the Queen in Right of Alberta, as represented by the
President of Treasury Board, Minister of Finance through Corporate Human Resources.
Request for Proposals or RFP means this solicitation for Services and Materials,
including amendments and attached appendices and schedules.
Request for Services means a written request issued by the Province setting out the
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Request for Proposals Number 16-EMEC-01

Services and Materials required from the Contractor pursuant to this RFP and the
Contract.
RFP Closing Date and Time means the date and time this RFP closes, which date and
time are stated on the cover page of this RFP.
Services means the work, duties, functions and deliverables to be provided by the
Contractor to the Province as specified in Appendix B to this RFP and clause 7 of the
Contract.
Service Delivery Approach means the requirements and provisions set out in Appendix
E to this RFP and a Proposal in relation to such requirements and provisions.
should or desirable means that a provision so described has a significant degree of
importance to the Province and will be scored in the evaluation of the Proposal.
Type 1 Services means those services listed in Appendix B, section 1.(a), to this RFP.
Type 2 Services means those services listed in Appendix B, section 1.(b), to this RFP.
1.3

INTERPRETATION
a) Headings are used for convenience only and they do not affect the meaning or
interpretation of the clauses.
b) Words in the singular include the plural and vice versa.
c) In the event that any provision or part of any provision of this RFP and/or the Contract,
as applicable, is deemed to be void, invalid or enforceable by a court of competent
jurisdiction, the remaining provisions or parts shall be and remain in full force and
effect.

2. PROJECT INFORMATION
2.1

PROJECT OVERVIEW
Employee engagement is a key priority for the Government of Alberta. The 2016 APS
Employee Engagement Survey results showed a continuing decrease in management
engagement levels. Management engagement levels have traditionally been close to 10%
higher than the overall APS engagement level. This gap has closed considerably with the
2016 APS Employee Engagement Survey, which indicates that the management
engagement level, at 59%, is now lower than the overall employee engagement level at
60%.

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Request for Proposals Number 16-EMEC-01

A province-wide process is planned to engage with the APS on the government-wide


employee engagement strategy from September to November 2016; however, there is an
additional need to specifically address the decline in management engagement. This
project requires the successful Proponent to work with the Leadership and Talent
Development division of Corporate Human Resources to develop and deliver
management engagement sessions; this work is scheduled to begin in November 2016.
Proponents should also be able to clearly identify what employee engagement theories
and/or methodologies they will utilize in the design and delivery of the management
engagement sessions and how their preferred theories and/or methodologies compare to
others, if applicable.
The objectives of the management engagement sessions will be to:
a) Create an opportunity for managers to outline what factors are impacting their
engagement levels and what actions can be taken to address these factors and
increase their engagement; and
b) Build internal capacity around employee engagement, through the manager group, by
positioning managers to better understand employee engagement and their role in
improving engagement levels for themselves and their employees, while also being
able to sustain internal capacity through the internal facilitation of future Manager
Engagement Sessions.
c) Deliverables for this project will include, but are not limited to:
I.

The design and production of all related management engagement session


materials, which materials shall include:
i.
ii.
iii.
iv.

II.

III.

Delivery of approximately 25 sessions held across Alberta. This will include the
facilitation and delivery of all content during each session.
Post session work will include, but is not limited to:
i.

October 5, 2016

management engagement session annotated agenda;


Participant guides;
PowerPoint presentation to be distributed to participants
Tools and exercises as recommended by the Contractor, which
recommendations are only to be used with consent from the Province;

Analysis of the feedback, as well as the raw data gathered at each


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Corporate Human Resources

ii.
iii.
iv.

Request for Proposals Number 16-EMEC-01

event.
Reviewing results with the Engagement team and Senior Leadership.
Development of train the trainer tools, to aide in the facilitation of
future, internally delivered Management Engagement Sessions.
Providing the Province with written report with recommended next
steps.

The following confidential documents will provide context to the Government of


Albertas approach to employee engagement and will be provided to Proponents that sign
and return the Non-Disclosure Agreement attached as Appendix F:
a) Draft APS Employee Engagement Strategy;
b) 2016 Engagement Survey results for the Manager groups; and
c) An annotated agenda from the employee engagement sessions, to use as a
reference for the management engagement sessions.
2.1.1

REQUEST FOR SERVICES


When the Province requires Type 1 Services and/or the Province will issue a
Request for Services by email, in substantially the same form as the template in
Appendix C to this RFP, which will identify the details, requirements and
provisions of the Services.

2.1.2

VALUE, VOLUME AND EXCLUSIVITY


It is anticipated that approximately 3100 managers will be attending these half
day sessions, with 25 sessions throughout Alberta in order to adequately
accommodate that number of people.

3
3.1

SERVICES, MANDATORY REQUIREMENTS AND DESIRABLE PROVISIONS


SERVICES
The Province requires the Services. The anticipated term of the Contract is from
November 4, 2016 May 4, 2017. The Province, in its discretion, will confirm actual
start and end dates for the Services under the Contract upon finalizing the Contract.
The Province may extend the Contract, at its sole discretion, under the same terms and
conditions, including pricing, for one additional term of up to 12 months.

3.2

REPORTING
The Contractor will be required to submit written progress reports to the Province and

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Corporate Human Resources

Request for Proposals Number 16-EMEC-01

attend meetings with the Province, upon request. The progress reports and meetings will
be at no cost to the Province. These requirements are further described in clause 7 of the
Contract.
3.3

DESIRABLE PROVISIONS CORPORATE


The Proponent should demonstrate that it meets or exceeds the desirable provisions as set
out in Attachment # 1 to Appendix D to this RFP.

3.4

MANDATORY REQUIREMENTS RESOURCES


The Proponent must demonstrate that it meets the mandatory requirements as set out in
Attachment # 2 to Appendix D to this RFP. Proposals which exceed the mandatory
requirements will receive additional scoring.

3.5

DESIRABLE PROVISIONS PROPOSED RESOURCES


The Proponent should demonstrate that it meets or exceeds the desirable provisions as set
out in Attachment # 2 to Appendix D to this RFP.

3.6

FACILITIES
The Contractor shall be responsible, at its sole expense, for providing all Facilities for the
preparation of provision of the Services, a part from the venue for hosting each respective
management engagement session.

4. PRICING
4.1

FORM OF PRICING
The Proposal must provide the following:
a) The Fixed Price to perform the Type 1 Services; and
b) The Fixed Hourly Rate to perform the Type 2 Services.
The pricing in the Proposal must be in the form of the Pricing Form Contracted in
Attachment #3 to Appendix D to this RFP.

4.2

PROJECT BUDGET
THIS SPACE LEFT BLANK INTENTIONALLY.

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Corporate Human Resources

Request for Proposals Number 16-EMEC-01

5. PROPOSAL
5.1

HOW TO ORGANIZE THE PROPOSAL


To assist evaluation by the Evaluation Team, Proposals must be organized in the
following format using the section titles and sequence listed below:
a) Table of Contents;
b) Proposal Submission Form [as set out in Appendix D];
c) RFP Requirements [as set out in RFP Sections 3.3, 3.4, 3.5, 4.1, and 5.2.2];
d) Proponent Profile [as set out in RFP Section 5.2.2];
e) Service Delivery Approach [as set out in RFP section 5.2.2 and Appendix E]; and
f) Appendices, if any.

5.2

WHAT TO PUT IN THE PROPOSAL


It is mandatory that Proposals include responses to requirements described with a must,
mandatory or shall in this RFP. Failure to provide a response to requirements
described with a must, mandatory or shall will result in rejection of the Proposal.
It is highly desirable that Proposals also respond to should provisions. Proponents
should ensure that all supporting information is included so that the Province can
evaluate the respective Proponents ability and suitability to perform the Services. The
Proposal response to all mandatory requirements and desirable provisions will be
evaluated and scored. In addition, a Proponent should provide cross references to any parts
of the Proposal that contain information that the Proponent wishes to be considered in the
evaluation of any given requirement or provision.
5.2.1

Response to RFP Requirements


a) Proposal Submission Form
Submission of the Proposal shall be deemed agreement by the Proponent that
if awarded the Contract, the Proponent will perform the Services in
accordance with the Contract, RFP and respective Request for Services and
Proposal.
b)

Mandatory Requirements and Desirable Provisions - Corporate

Proposals should provide a response to the desirable provisions set out in the
Desirable Provisions - Corporate, Attachment # 1 to Appendix D to this RFP.

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Corporate Human Resources

c)

Request for Proposals Number 16-EMEC-01

Mandatory Requirements and Desirable Provisions Proposed


Resources

For each proposed resource, Proposals must provide a response to the mandatory
requirements and should provide a response to the desirable provisions set out in
Attachment # 2 to Appendix D to this RFP.
In addition, for each proposed resource, the Proposal should include the following
information:

i.

A resume detailing the proposed resources education, and work experience;

ii.

The earliest date the proposed resource is available to perform the


Services; and

iii.

At last three business-related references.

If a resume or references are not included with the Proposal, the Proponent must
provide them within two Business Days of a request by the Province to do so.
d)

Price

In their Proposals, Proponents must use the Pricing Form, which is Attachment #3
to Appendix D to submit their pricing for the services described in this RFP.
5.2.2

Proponent Profile
a) The Proposal must include the following:
i.

The legal name of the Proponent;

ii.

A Proponent contact for all questions and clarifications arising from the
Proposal. The contact information should include the persons title, address
including email, telephone and facsimile number; and

iii.

Details of any subcontracting arrangements proposed by the Proponent.

b) The Proposal should include:

October 5, 2016

i.

A brief corporate background, especially pertaining to experience on similar


projects (including project references);

ii.

The location of the Proponents head office and, if applicable, service


centres; and

iii.

The legal names and addresses of any proposed sub-contractors.


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Request for Proposals Number 16-EMEC-01

c) In the case of Proponent Team Proposals, the Proposal must:


i.

Identify the members of the Proponent Team and the Prime Proponent who
will be the Proponent Teams contact with the Province;

ii.

Provide the legal name of the Prime Proponent and members of the
Proponent Team; and

iii.

Describe the role of the Prime Proponent and each Proponent Team member.

d) In the case of Proponent Team Proposals the Proposal should:


i.

Provide the location of the head offices and, if applicable, service centres for
each Proponent Team member; and

ii.

Demonstrate a Proponent Team management approach that will ensure, for


the duration of the Contract, clear lines of communication and delivery of
Services.

Where the information requested of a Proponent in 5.2.2 b) or a Team Proponent


in 5.2.2 d) above is not included with the Proposal, the information must be
provided within two Business Days of a request by the Province to do so.
5.2.3

Service Delivery Approach


In their Proposals, Proponents must provide a response to the mandatory
requirements and should provide a response to the desirable provisions set out in
Appendix E to this RFP.

5.2.4

Appendices
If a Proponent wishes to include any other material not specifically requested by
this RFP, it may do so by including additional appendices in the Proposal.

5.2.5

Contract Provisions
Proponents, by submitting a Proposal, are deemed to have accepted each of
the provisions of the Contract in Appendix A exactly as drafted, subject to
the following: start and end dates of the Contract, the parties, Schedule A
and any blank items in the Contract will be completed/finalized by the
Province when preparing the Contract to be entered into with the successful
Proponent.

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Request for Proposals Number 16-EMEC-01

6. EVALUATION
6.1

SCREENING
After receiving the Proposals and after the RFP Closing Date and Time, the Evaluation
Team will screen each to determine if the Proposal meets the mandatory requirements of
this RFP. A Proponent must provide sufficient detail in its Proposal to demonstrate that it
has met this RFPs mandatory requirements. The Evaluation Team will then evaluate
Proposals that have passed the initial screening.

6.2

RATING
The Evaluation Team will use the following criteria to evaluate Proposals. Subject to the
requirements of FOIP, the evaluations shall be confidential, and not released to any party.

6.3

PROPOSAL EVALUATION CRITERIA


The RFP evaluation criteria will be distributed within the following categories:
Evaluation Categories
Proponent Qualifications
Service Delivery Approach
Pricing
Total

Weighting
35%
35%
30%
100%

Proposals will be evaluated against the criteria identified above and scored based on
the quality of the responses to the requirements of this RFP. Selection of the
Contractor, if any, will be based on the highest score, subject to section 6.5, 7.22,
7.29.
6.4

SHORT LISTING
The Province may establish a shortlist of Proponents who may be asked to make formal
presentations regarding their Proposals to the Evaluation Team. Key Proponent
management and technical resources will be expected to participate in such presentations.
These presentations will be made at no cost to the Province.

6.5

REFERENCE CHECKS
The Province may conduct reference checks of Proponents and/or their Resources. The
Province may contact references, including references other than those submitted by the
Proponent. The Proposal may be rejected if, in the sole discretion of the Province, the
Proponent and/or any Resource receive unsatisfactory references.

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6.6

Request for Proposals Number 16-EMEC-01

SELECTION
Proposals will be evaluated and scored based on the quality of response to the
requirements and provisions of this RFP. The Evaluation Team will make the final
selection, if any, based on the Proposals evaluation scoring, presentation (if
applicable) and reference checks.

6.7

RESOURCE REPLACEMENT
Replacement of resources is not encouraged, however, there could be circumstances
following the RFP Closing Date and Time and prior to Contract execution that a
Proponent may request in writing that a Resource be replaced. Any Resource
replacement must have, in the sole discretion of the Province, equivalent or better
qualifications than the Resource originally proposed. Proponents will not receive
additional credit in the evaluation process if the qualifications of the replacement
Resource exceed that of the original Resource. The Province reserves the right to deny
any request for replacement and reject any proposed Resource replacement.

6.8

PROPOSAL CLARIFICATIONS
The Province may ask the Proponent to clarify statements made in its Proposal at any
time during the evaluation process.

7. RFP TERMS AND CONDITIONS


7.1

ACCESS TO RFP DOCUMENTS


The Province uses APC to post procurement opportunities. The Proponent should, when
submitting a Proposal, obtain the RFP directly from APC to facilitate receiving any RFP
updates or amendments issued by the Province. The Province will reject Proposals that do
not comply with the RFP requirements, including RFP requirements that have been updated
and/or amended by the Province through APC.

7.2

ESTIMATED RFP SCHEDULE OF EVENTS


RFP Issue Date:
Proponent Information Session
RFP Closing Date and Time:
Evaluation of Proposals:
Shortlist Presentations:
Selection of Preferred Proponent:

October 5, 2016
October 10, 2016
October 19, 2016 at 14:00:59 Alberta Time
October 20 - 27, 2016
October 24, 2016, if required
October 28, 2016

The above dates are provided for information only and are subject to change at the sole
discretion of the Province.

October 5, 2016

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7.3

Request for Proposals Number 16-EMEC-01

PROPONENT INFORMATION SESSION


A Proponent information session has been scheduled as provided below to provide an
opportunity for questions and/or clarifications regarding this RFPs requirements.
Date: October 10, 2016
Time: 1:00 pm Alberta Time
Location: 5A, 5th Floor, Peace Hills Trust Tower, 10011 109 Street, Edmonton,
Alberta
Teleconference Coordinates:
Dial-in number: 1-877-385-4099
Conference code: 9843228
The Province recommends that written questions be submitted to the Contracting
Manager in advance so that comprehensive answers can be given at the session.
Attendance at the session is not mandatory, but is highly recommended.
The Province will post all written questions and answers arising from the Proponent
information session on APC.

7.4

PROPOSAL SUBMISSION
Proposals must be delivered to the Province in hardcopy format, i.e. paper.
Facsimile or digital Proposals in any form (e.g. CD/DVD, USB flash drive, e-mailed
files, etc.) submitted in whole or in part will not be accepted as the Proponents
Proposal. However, to assist the Evaluation Team to perform searches within the
Proposal, however, Proponents must also provide an electronic copy of the Proposal
in Microsoft Word or Adobe Acrobat format on CD or USB flash drive. This
electronic copy, when provided, will not be accepted in place of the required
hardcopy format. If there are any conflicts, discrepancies, errors and/or omissions
between the electronic and hardcopy versions of the Proposal, the hardcopy version
will take precedence and govern.
Proposals may be delivered by hand, courier or mail.
Proponents should be aware that Canada Post only delivers Government of Alberta
mail with Edmonton addresses to the main Canada Post depot in Edmonton. The
Government of Alberta then picks up the mail and distributes it in accordance with
the address label. Proponents should consider the above when choosing the method
of delivery for their Proposal, as it is the Proponent's responsibility to ensure their
Proposals are received before the RFP Closing Date and Time at the location
specified in this RFP.

October 5, 2016

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Request for Proposals Number 16-EMEC-01

In responding to this RFP, attention is drawn to the following:


a) Proposals received after the RFP Closing Date and Time will be rejected.
b) Ambiguous, unclear and/or unreadable Proposals may be rejected.
c) Proposals must be delivered in a sealed, self-addressed package clearly marked with the
RFPs number and RFP Closing Date and Time, and addressed as follows:
Corporate Human Resources
5th Floor, Peace Hills Trust Tower
10011 109 Street
Edmonton, Alberta
T5J 3S8
Attention:
Angela Pappas
Director, Organizational Development
[Contracting Manager]
RFP Number: 16-EMEC-01 Closing Date and Time: October 19, 2016 at 14:00:59
Alberta Time
(Note: Waybills accompanying deliveries of Proposals by courier should contain the
RFP number and the RFP Closing Date and Time.)
d) The time and date of receipt of Proposals will be recorded on the Proposals upon
delivery to the above address. Proposals must be received prior to the RFP Closing Date
and Time.
e) Proponents should submit three (3) bound paper copies (bound in such a manner
that the pages lie and remain flat when opened), one (1) unbound copy and one (1)
electronic copy of the Proposal.
7.5

PROPOSAL PUBLIC OPENING


No public opening will be held.

7.6

MULTIPLE PROPOSALS
If a Proponent submits more than one Proposal, the Proponent must submit each Proposal
separately in the same format as outlined in this RFP. Each Proposal submitted by the
same Proponent must meet the mandatory requirements of this RFP. The Evaluation
Team will decide the acceptability of each Proposal separately.

October 5, 2016

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7.7

Request for Proposals Number 16-EMEC-01

PROPONENT TEAM PROPOSALS


In the case of a Proponent Team Proposal, all constituent Proponents that make-up the
successful Proponent Team will be responsible for all terms and conditions of the
Contract as the Contractor. If a Proponent Team is selected as the successful Proponent,
all constituent Proponents that make-up the Proponent Team will be required to enter into
the Contract with the Province and will be collectively referred to as the Contractor.
Notwithstanding the foregoing, the Province will only be required to communicate with
one of the constituent Proponents of the successful Proponent Team and that Proponent
will be referred to as the Prime Proponent.

7.8

PRICE
Prices proposed shall be in Canadian dollars and exclusive of the Goods and Services
Tax and Harmonized Sales Tax.
In the event of any inconsistency between words and numbers, words shall govern.

7.9

PROPONENT QUESTIONS
Unless otherwise advised by the Contracting Manager, all questions and any form of
communication between the Proponents and the Province in relation to this RFP must be
submitted in writing to the Contracting Manager, Angela Pappas, Director,
with
a
cc
Organizational
Development
at
angela.pappas@gov.ab.ca,
Justine.hetsler@gov.ab.ca and chr.procurements@gov.ab.ca. All questions and responses
will be documented.
The Province intends to disseminate all questions and corresponding responses to all
Proponents. If a Proponent considers a question to be confidential, and requests that the
question and the response not be disseminated to all Proponents, then the Proponent must
provide an explanation as to why confidentiality is being requested. Questions and
responses will be treated as confidential only in exceptional circumstances.
If the Province, in its sole discretion, considers that the question and corresponding response
ought to be kept confidential, it will direct the response only to the Proponent that has asked
the confidential question, and not to the other Proponents. If the Province determines that
the question and corresponding response ought not to be kept confidential, it will advise the
Proponent and the Proponent will have the opportunity to withdraw the question.
The Proponent has the responsibility to notify the Province, in writing, of any ambiguity,
divergence, error, omission, oversight, contradiction and/or item subject to more than one
interpretation in this RFP, as it is discovered, and to request any instruction, decision and/or
direction required to prepare the Proposal.
Questions and/or concerns must be communicated in writing to the Contracting Manager

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at least three Business Days prior to the RFP Closing Date and Time. Questions received
after this time will be answered if time permits.
Verbal responses to enquiries are not binding on any party.

7.10

PROPOSAL ALTERATIONS AND IRREVOCABILITY


Subject to Section 6.7, Proponents may only amend or rescind their Proposal before the
RFP Closing Date and Time by submitting a clear and detailed written notice to the
Province in accordance with section 7.4(c).
Subject to section 7.11, all Proposals become irrevocable after the RFP Closing Date and
Time.
In either of the following circumstances:
a)

The Proponent has rescinded a Proposal before the RFP Closing Date and Time;

or
b)

The Province has received the Proposal after the RFP Closing Date and Time;

such a Proposal will, at the Proponents choice, either be returned to the Proponent at the
Proponents expense after the RFP Closing Date and Time, or destroyed by the Province
after the RFP Closing Date and Time.
7.11

PERIOD OF COMMITMENT
Proposals shall be final and binding on the Proponent for ninety (90) calendar days from
the RFP Closing Date and Time and may not be altered by subsequent offerings,
discussions or commitments unless the Proponent is asked to do so by the Province.
The Proposal shall be used as the basis of the contract.

7.12

PROPOSAL IRREGULARITY OR NON-COMPLIANCE


The Province reserves the right to waive an irregularity and/or non-compliance with the
requirements of this RFP where the irregularity and/or non-compliance is minor and/or
inconsequential. The determination of what is or is not a minor and/or inconsequential
irregularity and/or non-compliance, and the determination of whether to waive or not
waive the irregularity and/or non-compliance, shall be at the Provinces sole discretion.

7.13

PROPOSAL RETURN
Subject to section 7.10, Proposals and accompanying documentation, upon receipt by the
Province, will become the property of and will be retained by the Province.

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CONFIDENTIALITY AND SECURITY OF INFORMATION


The Proponent and the Proponents Resources, employees, subcontractors and agents shall:
a) Keep strictly confidential all information concerning the Province and/or any third
parties, and any of the business and/or activities of the Province and/or third parties
acquired as a result of participation in this RFP; and
b) Only use, copy and/or disclose such information as necessary for the purpose of
submitting a Proposal or upon written authorization from the Province.
The Proponent shall maintain security standards, including control of access to data and
other information, consistent with the highest standards of business practice in the
industry.
No press release and/or other public announcement relating to this RFP and/ or Contract
shall be issued by the Proponent without the prior written consent of the Province.

7.15

FREEDOM OF INFORMATION AND PROTECTION OF PRIVACY ACT (ALBERTA) (FOIP)


The Proponent acknowledges and agrees that:
a) FOIP, as amended from time to time, applies to all information and records relating
to, or obtained, generated, created, collected or provided under, this RFP and the
Contract and which are in the custody or under the control of the Province. FOIP
allows any person a right of access to records in the Provinces custody or control,
subject to limited and specific exceptions as set out in FOIP; and
b) The Proponent, if it considers portions of its Proposal to be confidential, shall
identify those parts of its Proposal to the Province considered to be confidential and
what harm could reasonably be expected from disclosure. The Province does not
warrant that this identification will preclude disclosure under FOIP.

7.16

CONSENT TO THE USE OF PERSONAL INFORMATION


The purpose of collecting Personal Information for this RFP is to enable the Province to
ensure the accuracy and reliability of the information, to evaluate the Proposal and for
other related Project purposes of the Province. Authority for this collection is the
Government Organization Act (Alberta), as amended from time to time, and section 33
(c) of FOIP. The Proponent may contact the Contracting Manager identified in the RFP
regarding any questions about collection of Personal Information pursuant to this RFP.
The Proponent consents, and through submission of a Proposal, warrants that it has
obtained the written consent from any individuals identified in the Proposal, to the use of
their Personal Information in the Proposal by the Province, the Provinces employees,

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subcontractors and agents, to enable the Province to evaluate the Proposal and for other
Project purposes of the Province. The Proponent must provide those written consents
within two Business Days of a request by the Province to do so.
7.17

CONFLICT OF INTEREST
On or before the RFP Closing Date and Time, Proponents must fully disclose to the
Contracting Manager, in writing, the circumstances of any actual, possible or perceived
conflict of interest in relation to the Proponent, all Proponent Team members or any
Resource, employee, sub-contractor or agent, if the Proponent were to become the
Contractor pursuant to this RFP. The Province shall review any submissions by
Proponents under this provision and may reject any Proposal where, in the sole discretion
of the Province, the Proponent, any Proponent Team member, Resource, employee, subcontractor or agent is, could be, or could be perceived to be in a conflict of interest if the
Proponent were to become the Contractor pursuant to this RFP.

7.18

LOBBYISTS ACT (ALBERTA)


The Proponent acknowledges and agrees that:

7.19

a)

The Lobbyists Act (Alberta), as amended from time to time, establishes certain
obligations and prohibitions with respect to lobbying and contracts for paid
advice, as those terms are defined in the Lobbyists Act; and

b)

It is responsible for complying with the Lobbyists Act (Alberta), as amended


from time to time, during the RFP process, and if the successful Proponent,
during the Contract.

AGREEMENT ON INTERNAL TRADE AND NEW WEST PARTNERSHIP TRADE AGREEMENT


This RFP is subject to the Agreement on Internal Trade and Article 14 of the New West
Partnership Trade Agreement.

7.20

MODIFIED RFP PROCESS


If no compliant Proposals are submitted in response to this RFP, the Province reserves
the right to undertake a modified RFP process in order to select a successful Proponent.
The modified RFP process, if used, will be conducted as follows:
a) All Proponents submitting non-compliant Proposals, other than those who
submitted Proposals after the RFP Closing Date and Time, will be asked to
prepare a Modified Proposal. The necessity, scope and timing of such a
modified RFP process will be solely at the Provinces discretion;

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b) Details regarding the manner and form of the modified RFP process and the
expected deliverables to be included therein will be provided in advance to all
Proponents who submitted an applicable non-compliant Proposal;
c) Modified Proposals and accompanying documentation, upon receipt by the
Province, will become the property of and be retained by the Province;
d) Proponents submitting Modified Proposals must meet the mandatory
requirements identified in the Modified RFP Process; and
e) At the conclusion of the modified RFP process, following the Proponents
submission of the Modified Proposals, the Evaluation Team will evaluate the
Modified Proposals in accordance with an evaluation plan developed for the
Modified Proposal.
7.21

RFP TERMS AND CONDITIONS


By submitting a Proposal, the RFP Terms and Conditions contained in article 7 of
this RFP are deemed to be accepted by the Proponent in their entirety and without
any changes.

7.22

EXTENSION, AMENDMENT TO OR CANCELLATION OF RFP


The Province may extend the RFP Closing Date and Time and/ or the Province may
amend, suspend, postpone or cancel this RFP, before final selection of a proposal at
its sole discretion.

7.23

COSTS OF THE PROPOSAL


The Proponent is responsible for all costs of preparing and presenting its Proposal and, if
applicable, entering into the Contract.

7.24

CONTRACT AWARD
Following the final selection of the successful Proponent, if any, the Province and the
successful Proponent will enter into the Contract containing the terms and conditions in
Appendix A. If, in the opinion of the Province, it appears that a Contract will not be entered
into with the successful Proponent within 30 calendar days of notification of the final
selection, the Province may contract with another Proponent.

7.25

REPRESENTATIONS AND WARRANTIES


Statements made in a Proposal may be incorporated into, attached to, and/or
otherwise included in the Contract, and shall constitute representations and
warranties of the successful Proponent and shall form part of the Contract.

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7.26

Request for Proposals Number 16-EMEC-01

RELEASE OF PROPOSAL INFORMATION


The Province reserves the right to disclose the names of responding Proponents and any
summary cost information deemed appropriate by the Province.

7.27

PROPONENT DEBRIEFING
At the written request of an unsuccessful Proponent, the Province may, in its sole
discretion, conduct a debriefing to tell the Proponent why its Proposal was not selected.
The unsuccessful Proponents written request for a debriefing must be received by the
Province within ten (10) Business Days of notification to the Proponent that it was
unsuccessful.

7.28

LIMITATION OF LIABILITY
Notwithstanding any other provision in this RFP, a Proponent who responds to this
RFP by submitting a Proposal acknowledges and agrees that any claim for damages
and/or compensation of any kind related directly or indirectly to a breach of contract
and/or other cause of action arising from:
a) The RFP process;
b) The evaluation of Proposals;
c) The awarding of the Contract; and/ or
d) A decision by the Province not to award the Contract;
shall be limited to the Proponents Proposal preparation costs. Proposal preparation
costs are the actual and reasonable costs borne by a Proponent to prepare and submit
its Proposal. By submitting a Proposal a Proponent acknowledges and agrees to this
limitation.

7.29

PROPOSAL ACCEPTANCE / REJECTION


The Province is not required to accept the lowest cost Proposal, and may reject any
or all Proposals, in its sole discretion.

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APPENDIX A Contract
CONTRACT NUMBER: ________________________ (this Contract)
THIS CONTRACT IS MADE EFFECTIVE THE _____ DAY OF ________________, 20 ____
(the Effective Date)
BETWEEN:
HER MAJESTY THE QUEEN IN RIGHT OF ALBERTA,
as represented by the President of Treasury Board, Minister of Finance
through Corporate Human Resources
(the Province)
- and [NAME OF CONTRACTOR(S)]
(the Contractor)

BACKGROUND
A. Pursuant to the Request for Proposals issued by the Province and a Proposal submitted by
the Contractor, the Contractor has agreed to provide certain Services to the Province
related to the development and delivery of management engagement sessions; and
B. The Province and Contractor wish to enter into this Contract to set out the terms and
conditions of the Contractors Services to the Province and the parties obligations and
rights.
Therefore, the parties agree as follows:
DEFINITIONS AND INTERPRETATION
1.

The terminology defined in section 1.2 and the interpretation guidelines set out in section
1.3 of the Request for Proposals are incorporated into and shall apply in this Contract.

TERM OF CONTRACT
2.

This Contract shall be effective from the Effective Date and expires on ________ (the
Term), unless terminated in accordance with this Contract. The Province may extend the
Term, at its sole discretion, under the same terms and conditions of this Contract, including
pricing under this Contract, for one (1) additional term of up to twelve (12) months.

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PERFORMANCE OF SERVICES
3.

The Contractor agrees to perform the Services as set out in Schedule A in accordance with
the provisions of this Contract and follow any directions from the Province regarding the
performance of the Services. The Contractor represents and warrants that it has the
qualifications and expertise to perform the Services, and statements regarding the
performance of Services made by the Contractor in its Proposal that are incorporated into,
attached to or otherwise included in Schedule A are representations and warranties of the
Contractor and form part of this Contract.

PAYMENT
4.
(a)

Subject to clauses 4.(b), 5, 18.(c)ii. and 21.(b) of this Contract, the Contractor
shall be paid:
i. the amounts specified in the Contractors Pricing Form located in its
Proposal for completion of the Services in accordance with this Contract,
the respective Request for Services, the RFP and Proposal; and
ii. upon submitting an invoice and other supporting documentation/
information required by the Province describing the Services for which
payment is claimed.

(b) The Province shall pay the Contractor within 30 calendar days of receipt of an
invoice provided the requirements of clause 4.(a) of this Contract have been met
and provided that the Province has not requested the re-execution of any Services
and/or Materials corresponding to the amounts specified in the Contractors
respective invoice.
(c) The Province represents and warrants that, as the purchaser of the Services
provided under this Contract, no amount payable under this Contract is subject to
the Goods and Services Tax (GST) or Harmonized Sales Tax under Part IX of
the Excise Tax Act (Canada), as amended from time to time. The Government of
Albertas GST Registration Number is 1240 72513 RT0001.
(d) The Province may deduct from all payments to the Contractor such amounts as
are required by the Income Tax Act (Canada), as amended from time to time.
5.

The Province may order the re-execution of any Services and/or Materials that are
not performed in accordance with the provisions of this Contract, the respective
Request for Services, the RFP and/or Proposal and/or to the satisfaction of the
Province, in which case the Contractor shall re-execute the Services and/or Materials
at the Contractors sole expense.

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RECORDS AND REPORTING


6.

The Contractor shall:


(a)

Keep and maintain in accordance with Canadian generally accepted accounting


principles complete and accurate books, records and accounts relating to this
Contract, including, but not limited to, payments made pursuant to clause 4, and
on demand, provide to the Province these documents to examine, audit and
make copies and take extracts; and

(b)

Keep the documents referred to in clause 6(a) for the duration of the Term and
for three years following the expiry or termination of this Contract.

6.1
7.

The requirements of clause 6 shall be at no extra cost to the Province.


The Contractor shall:
(a)

Submit a written status report to the Province during the Term, upon request,
indicating:
i. the overall summarization of the progress of the Services;
ii. the Services completed during that reporting period;
iii. financial summary of budget and expenditures during that reporting
period;
iv. issues and concerns affecting specific deliverables and the overall Services
schedule or any other aspect of the Services; and
v. any other information requested by the Province in relation to the
completion of this Contract; and

(b)

Participate in meetings with the Province (held via video-conferencing,


teleconferencing or in person at 10011-109 Street, Peace Hills Trust Tower,
Edmonton, Alberta, at the sole discretion of the Province) during the Term,
upon request, to report on and discuss:
i.
ii.
iii.
iv.

7.1

monthly progress of the Services;


milestones and deliverables;
issues and concerns as related to the Services and this Contract; and
remaining progress under this Contract.

The requirements of clause 7 shall be at no extra cost to the Province.

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NON-ASSIGNABILITY AND SUBCONTRACTING


8.
(a)

The Contractor shall not:


i. assign or otherwise dispose of any of its rights, obligations or interests in
this Contract; or
ii. subcontract the Services (other than as specified in Schedule A),
without the prior written consent of the Province.

(b)

When the Contractor retains any subcontractor(s) in connection with


performance of the Services, the Contractor shall:
i. be responsible for remunerating the subcontractor(s);
ii. be responsible for the performance and activities of the subcontractor(s);
and
iii. contractually obligate the subcontractor(s) to take action, or refrain from
taking action, as necessary to enable the Contractor to fulfill its obligations
under this Contract, including taking all necessary steps to ensure that the
subcontractor is contractually obligated to maintain the same level of
confidentiality as required by the Contractor, pursuant to this Contract.
Upon request by the Province, the Contractor shall provide to the Province
relevant documentation indicating that the Contractor has met this
requirement.

PERSONNEL REPLACEMENT
9.
(a)

The Contractor shall not replace any resource, employee, subcontractor or


agent, or add any resource, employee, subcontractor or agent, to perform the
Services without the prior written approval of the Province.

(b)

The Contractor shall:


i. remove any resource, employee, subcontractor or agent of the Contractor
engaged in providing the Services upon the written request of the Province
within the time limit indicated in such request; and
ii. only replace such removed resource, employee, subcontractor or agent of
the Contractor upon obtaining the prior written approval of the Province.

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COMPLIANCE
10.

The Contractor shall:


(a)

Comply with the provisions of all laws, now in force or in force after the
signing of this Contract, that expressly or by implication apply to the Contractor
in performing the Services; and

(b)

When the Workers Compensation Act (Alberta), as amended from time to time,
applies, and upon request from the Province, deliver to the Province a certificate
from the Workers Compensation Board showing that the Contractor is
registered and in good standing with the Board.

MATERIAL OWNERSHIP
11.
(a)

Ownership of all Materials, including any associated copyright, patent,


trade secret, industrial design and/or trademark rights, belongs to the
Province as they are made, prepared, developed, generated, produced
and/or acquired under this Contract. The Materials, regardless of form
and state of completion, shall be delivered to the Province upon expiry or
termination of this Contract, or upon request of the Province.

(b)

Ownership of any work, information, records or materials, regardless of


form, including copyright, patent, industrial design and/or trademark,
which was owned by the Province, the Contractor or a third party prior to
the Effective Date remain the property of each party respectively.

(c)

Where any work, information, records and/or materials, regardless of form


and state of completion, including copyright, patent, industrial design and/
or trademark material, owned by the Contractor prior to the Effective
Date (Contractor Materials) is reproduced and/or incorporated in the
Materials, the Contractor grants to the Province a perpetual, irrevocable,
non-exclusive, royalty-free license to use, reproduce and/or distribute those
Contractor Materials, for any purpose.

(d)

The Contractor:
i. irrevocably waives in whole all moral rights; and
ii. shall ensure that its resources, employees, subcontractors and/or agents
irrevocably waive in whole all moral rights,
in and to the Materials in favour of the Province and the Provinces assignees
and licensees. Upon request of the Province, the Contractor shall deliver to the
Province copies of the waivers obtained from its resources, employees,

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subcontractors and agents engaged in providing the Services.


(e)

Prior to reproducing and/or incorporating any third party copyright materials


into the Materials, the Contractor must obtain written permission from the
copyright holder and provide the Province with copies of the written
permissions that are satisfactory to the Province.

(f)

The Contractor shall cooperate with the Province in protecting the Provinces
ownership and/ or intellectual property rights in the Materials.

NON-DISCLOSURE OF INFORMATION
12.
(a)

Except as provided in clauses 12 and 13, all information, regardless of form and
state of completion, including Materials, that is obtained, generated, provided
and/or acquired by the Contractor in the performance of the Services
collectively (the Provinces Information), shall not be disclosed or published
by the Contractor without the prior written consent of the Province.
Notwithstanding the forgoing, the Contractor may disclose the Provinces
Information to resources, employees, subcontractors and/ or agents of the
Contractor who have a need to know for the purpose of performing the Services,
provided that the Contractor has a confidentiality agreement with the resource,
employee, agent and/ or permitted subcontractor containing confidentiality
provisions substantially similar to this Contract.

(b)

Subject to clause 13(b), the Contractors obligations in clause 12(a) do not apply
to information or documents which:
i. are or become publicly available through no act or omission of the
Contractor;
ii. are independently developed without benefit of the Provinces
Information; or
iii. are received by or from a third party without restriction and without a
breach of an obligation of confidentiality.

(c)

October 5, 2016

The Contractor shall retain the Provinces Information as confidential and shall
make reasonable security arrangements against unauthorized access, use,
disclosure, loss, destruction and/ or alteration of the Provinces Information,
including in the transmission (electronic or otherwise) of any of the Provinces
Information, and including, but not limited to, any such arrangements that form
part of the Services. The Contractor shall immediately advise the Province of
any unauthorized access, use, disclosure, loss, destruction and/or alteration of
the Provinces Information, and shall provide the Province any assistance
reasonably required to rectify such a situation.

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(d)

Upon written request, the Contractor shall cooperate with and allow the
Province to review the Contractors security arrangements, including any onsite visits and inspections and/or investigations, relating to the Provinces
Information held by the Contractor in carrying out the Services and other
obligations of the Contractor under this Contract; and the Contractor shall make
any changes to its security arrangements relating to the Provinces Information
that such review identifies as necessary to maintain reasonable security
arrangements (in accordance with this Contract) in respect of the Provinces
Information. The requirements of clauses 12(c) and 12(d) shall be at no
extra cost to the Province.

(e)

The Contractor shall return or deliver the Provinces Information to the


Province upon expiry or termination of this Contract, or upon request of the
Province.

(f)

The Provinces Information may be disclosed to the extent required by law or


court order, provided that the Province is given reasonable notice and
opportunity to seek to prevent or limit its disclosure.

(g)

No press release, public announcement and/or other public commentary relating


to this Contract shall be made by the Contractor without the prior written
approval of the Province.

(h)

The Contractor acknowledges and agrees that any unauthorized dissemination


of the Provinces Information to any third party may create an adverse reaction
to the interests of the Province, and will constitute a breach of this Contract. As
a result of any breach of this Contract wherein the Provinces Information is
disclosed, the Province is entitled to terminate this Contract immediately for just
cause and to seek damages or equitable relief as against the Contractor through
legal means.

FREEDOM OF INFORMATION AND PROTECTION OF PRIVACY


13.
(a)

The Contractor acknowledges and agrees that this Contract, including without
limitation the name of the Contractor, fees payable, the Term and details of the
Services may be subject to disclosure under FOIP. The Contractor further
acknowledges and agrees that FOIP applies to the Provinces Information
collected, used and/ or disclosed in the performance of the Services, and the
Contractor shall adhere to FOIP in its collection, use and/or disclosure of any
Personal Information.

(b)

The Contractor shall not collect, use and/ or disclose any Personal Information
under this Contract except as reasonably required to fulfill its obligations under
this Contract, or as otherwise expressly authorized in writing by the Province.

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(c)

Upon request, the Contractor shall and within five (5) Business Days, provide to
the Province any records that are requested under the access provisions of FOIP
that are in the custody or under the control of the Contractor. Should the
Contractor receive an access request under FOIP, the Contractor shall not
respond to it, but shall immediately forward the access request to the Province
for further handling.

(d)

In providing the Services, the Contractor shall make every reasonable effort to
ensure that Personal Information that is to be or is actually used to make a
decision that directly affects an individual, is both complete and accurate. At
the Provinces request, the Contractor must correct, within five (5) Business
Days of the request, Personal Information that the Contractor may have either
collected or compiled about an individual pursuant to this Contract.

(e)

The Contractor shall:


i. protect Personal Information against any unauthorized access, use,
disclosure, loss, destruction and/or alteration;
ii. immediately advise the Province of any actual or potential unauthorized
access, use, disclosure, destruction and/or alteration of Personal
Information and provide all reasonable assistance to the Province to
prevent and/or remedy the same; and
iii. provide the Province with any information regarding the Contractors
security measures that the Province may require to verify compliance with
FOIP.

(f)

The Contractor shall store only in Canada all records of Personal Information
which are disclosed to the Contractor under this Contract, including records that
are collected, used and/or stored on behalf of the Province.

(g)

The Contractor shall act on any direction that the Province may provide with
regard to the use, collection, access, security, disclosure, alteration, loss and/or
destruction of Personal Information.

13.1

The requirements of clause 13 shall be at no extra cost to the Province.

INDEMNITY AND LIABILITY


14.
(a)

October 5, 2016

Each party shall indemnify and hold harmless the other, its employees and
agents against and from any and all third party claims, demands, actions, or
costs (including legal costs on a solicitor-client basis) to the extent arising from:

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i. that partys breach of this Contract, or


ii. the negligence, other tortious act or wilful misconduct of that party, or
those for whom it is legally responsible, in relation to the performance of
its obligations under this Contract.
(b)

The Contractor shall indemnify and hold harmless the Province against and
from any loss or damage to the real or personal property of the Province to the
extent arising from the Contractors breach of this Contract or from the
negligence, other tortious act or wilful misconduct of the Contractor, or those
for whom it is legally responsible.

INSURANCE
15.
(a)

The Contractor shall, at its own expense, and without limiting its liabilities or
obligations under this Contract, insure its operations under a contract of general
liability insurance in an amount not less than $2,000,000 inclusive per
occurrence, insuring against bodily injury, personal injury and property damage
including loss of use thereof.

(b)

The Contractor shall, at its own expense, maintain automobile liability


insurance on all vehicles owned, operated or licensed in the name of the
Contractor and used in the performance of the Services in an amount not less
than $2,000,000 per occurrence.

(c)

The Contractor shall provide the Province with acceptable evidence of


insurance, in the form of a detailed certificate of insurance, prior to
commencing the Services and at any other time upon request of the Province.

(d)

The Contractor shall ensure that all its subcontractors obtain and maintain
insurance sufficient to meet the requirements in clauses 15(a) and (b).

(e)

When requested by the Province, the Contractor shall provide evidence of


endorsement to provide the Province with 30 calendar days advance written
notice of cancellation of insurance coverage.

RELATIONSHIP OF PARTIES
16.

The parties agree that the relationship of the Contractor to the Province in performing the
Services under this Contract is that of an independent contractor, and nothing in this
Contract is to be construed as creating an agency, partnership, joint venture or employment
relationship between the Contractor and the Province.

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NOTICES
17.
(a)

Any notice to be made under this Contract is to be made in writing by personal


service, facsimile transmission or email transmission, except for the transmittal
of Request for Services, as follows:
The Province:

__________________________

Address:

__________________________

Attention:

__________________________

Fax:

__________________________

Email:

__________________________

The Contractor:

__________________________

Address:

__________________________
__________________________
__________________________

Attention:

__________________________

Fax:

__________________________

Email:

__________________________

The parties respectively designate for the time being, the individuals identified
in this clause as having the authority to give notice, and notice given by these
individuals is binding on the party giving the notice.
(b)

Either party may change its information in clause 17(a) by giving notice to the
other in the manner described in clause 17(a).

(c)

Any notice personally served or sent by facsimile or email transmission shall be


deemed received when actually delivered or transmitted, if delivery or facsimile
or email transmission is on a Business Day, or if not on a Business Day, shall be
deemed received on the following Business Day.

October 5, 2016

Corporate Human Resources

Request for Proposals Number 16-EMEC-01

TERMINATION
18.
(a)

The Province may at any time immediately terminate this Contract, without
cause, upon written notice to the Contractor.

(b)

The Province may at any time immediately terminate this Contract, with cause,
upon written notice to the Contractor.

(c)

If this Contract is terminated:


i. all Materials and the Provinces Information made, prepared, developed,
generated, produced and/or acquired by the Contractor, or its resources,
employees, subcontractors and/or agents under this Contract, regardless of
form and state of completion, are the property of the Province and shall be
returned to the Province immediately; and
ii. the Province shall only have to pay the Contractor for the Services
completed in accordance with this Contract up to the effective date of
termination.

SAFETY AND SECURITY


19.

The Contractor, its resources, employees, subcontractors and/or agents when using any of
the Provinces buildings, premises, equipment, hardware and/ or software shall comply
with all safety and security policies, regulations and/ or directives relating to those
buildings, premises, equipment, hardware and/ or software.

PARTIES REPRESENTATIVES
20.
(a)

The Province designates Justine Hetsler of Corporate Human Resources as the


Provinces representative for communications and ongoing contact between the
Province and the Contractor in matters relating to this Contract, other than
giving notice pursuant to clause 17(a).

(b)

The Contractor designates _____________ as the Contractors representative


for communications and ongoing contact between the Province and the
Contractor in matters relating to this Contract, other than giving notice pursuant
to clause 17(a).

(c)

Either party may change its designated representative above by sending written
notice to the other party of such change.

October 5, 2016

Corporate Human Resources

Request for Proposals Number 16-EMEC-01

CONFLICT OF INTEREST AND ETHICAL CONDUCT


21.
(a)

The Contractor shall ensure that there is not a conflict of interest or an apparent
conflict of interest on the part of the Contractor and/or its resources, employees,
subcontractors and/ or agents in relation to the Services, and all Services shall
be performed in accordance with high ethical standards, including, without
limitation, the following:
i. the Contractor and its resources, employees, subcontractors and/ or agents
shall not influence, seek to influence and/ or otherwise take part in a
decision of the Province knowing that the decision might further their
private interests;
ii. where the Services involve providing advice, making recommendations to
the Province and/or exercising discretionary authority regarding a right,
permission, privilege, status, contract and/or benefit, then such advice,
recommendation and/or discretion must be provided, made and/ or carried
out impartially and without bias;
iii. except for payment as set out in this Contract, the Contractor and its
resources, employees, subcontractors and/ or agents shall not accept any
collateral gift, payment, commission and/ or other direct benefit arising
from or connected to the performance of the Services;
iv. the Contractor and its resources, employees, subcontractors and/or agents
shall not have any financial interest in the business of a third party that
causes, or would appear to cause, a conflict of interest in connection with
the performance of the Services;
v. the Contractor, upon request by the Province, shall deliver copies of all
written ethical standards, conflict of interest policies and codes of conduct
established and/ or observed by the Contractor in its business practices
and/or in relation to its resources, employees, subcontractors and/or
agents; and
vi. the Contractor shall comply with, and ensure that, its resources,
employees, subcontractors and/ or agents comply with the Lobbyists Act
(Alberta), as amended from time to time.

(b)

October 5, 2016

In the event the Contractor becomes aware of any matter that causes or is likely
to cause a conflict of interest (including an apparent conflict of interest) in
relation to the performance of the Services, the Contractor shall immediately
disclose such matter to the Province in writing. Upon such disclosure, the
Contractor shall not commence or continue performance of the Services without
the prior written consent of the Province. If the Province is of the opinion the
Contractor and/ or its resources, employees, subcontractors and/ or agents are in
a conflict of interest, the Province may immediately terminate this Contract and
the Province shall only have to pay the Contractor for the Services completed in
accordance with this Contract up to the effective date of termination.

Corporate Human Resources

Request for Proposals Number 16-EMEC-01

SURVIVAL OF TERMS
22.

Notwithstanding any other provision of this Contract, those clauses which by their nature
continue after the expiry or termination of this Contract shall continue after such expiry or
termination, including, without limitation, the following:
(a) Clause 6

Records and Reporting;

(b) Clause 11 Material Ownership;


(c) Clause 12 Non-Disclosure of Information;
(d) Clause 13 Freedom of Information and Protection of Privacy; and
(e) Clause 14 Indemnity and Liability.

GENERAL
23.

In the case of conflicts or discrepancies among this document and the schedules and any
documents attached to and/ or incorporated into this document, the documents shall take
precedence and govern in the following order:
(a)

The body of this document,

(b)

The schedule to this document;

(c)

The RFP;

(d)

Request for Services; and

(e)

The Contractors Proposal.

24.

Time is of the essence of this Contract.

25.

This Contract contains the entire agreement of the parties concerning the subject matter of
this Contract and except as expressed in this Contract, there are no other understandings or
agreements, verbal or otherwise, that exist between the parties. The Background forms part
of this Contract. This Contract is issued pursuant to the RFP and incorporates the terms,
conditions and warranties of the RFP and Contractors Proposal, except as modified by this
Contract.

26.

Any waiver by either party of the performance by the other of an obligation under this
Contract must be in writing, and such waiver does not constitute a continuing waiver of the
performance of that obligation unless a contrary intention is expressed in writing.

October 5, 2016

Corporate Human Resources

Request for Proposals Number 16-EMEC-01

27.

The rights and remedies of the Province under this Contract are cumulative and any one or
more may be exercised.

28.

The parties may amend this Contract only by mutual written agreement signed by the
parties.

29.

This Contract shall be governed by and interpreted in accordance with the laws in force in
the Province of Alberta, and the parties irrevocably attorn to the exclusive jurisdiction of
the courts of the Province of Alberta.

30.

This Contract shall be for the benefit of and binds the successors and assigns of the parties.

31.

This Contract may be executed in counterparts, in which case: (a) the counterparts together
shall constitute one agreement; and (b) communication of execution by facsimile
transmission or emailed in PDF shall constitute good delivery.

[Left Blank Intentionally]

October 5, 2016

Corporate Human Resources

32.

Request for Proposals Number 16-EMEC-01

The Contractor represents and warrants and acknowledges and agrees that:
(a)

It has read this Contract and understands it;

(b)

It has had an opportunity to consider this Contract and obtain independent legal
advice before signing it;

(c)

In executing this Contract, the Contractor does not rely upon anything told or
promised to the Contractor by any person, except as contained in this Contract;
and

(d)

It was not prevented or discouraged by anyone or any party to this Contract


from seeking independent legal advice prior to the signing and delivery of this
Contract, and that, in the event that the Contractor did not avail itself of that
opportunity prior to signing this Contract, the Contractor did so voluntarily
without any undue pressure and agrees that any failure to obtain independent
legal advice shall not be used by the Contractor as a defence to the enforcement
of any obligation under this Contract.

HER MAJESTY THE QUEEN IN RIGHT OF


ALBERTA, as represented by the President of
Treasury Board, Minister of Finance through
Corporate Human Resources.
Per:

_________________________________
Signature
_________________________________
Print Name
_________________________________
Title
_________________________________
Date

October 5, 2016

(Name of Contractor)

Per:

_________________________________
Signature
_________________________________
Print Name
_________________________________
Title
_________________________________
Date

Corporate Human Resources

Request for Proposals Number 16-EMEC-01


Schedule A
(Services)

1. Services
The Contractor shall perform the Services as they are described in clause 7 of this Contract and
sections 3.1, 3.2, 3.3 and Appendix B of the RFP. The Contractor shall perform the Services within
the timelines prescribed in Appendix B to the RFP.
2. Order of Precedence
In the case of conflicts, discrepancies, errors or omissions among the RFP and the Proposal; the
documents and amendments to them shall take precedence and govern in the following order:
(a) The RFP; and
(b) The Proposal.

[End of Schedule]

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Corporate Human Resources

Request for Proposals Number 16-EMEC-01

APPENDIX B Services

1. Services
The Province requires the Contractor to perform the services set out in sections 1.1 and
1.2 below (collectively referred to as the Services):
1.1

Type 1 Services

Providing the design and delivery of the management engagement sessions and all
associated materials required to build and sustain a better understanding of employee
engagement while creating capacity within the management group of the APS, with the
intent to internally host and facilitate future management engagement sessions. The
design and delivery of management engagement sessions (also known as Type 1
Services) shall include the following tasks:
a) The design and production of all related management engagement session
materials, materials will include, but is not limited to:
i. management engagement session annotated agenda;
ii. Participant guides;
iii. PowerPoint presentation to be distributed to participants
iv. Tools and simulated exercises as recommended by the Contractor, which
recommendations are only to be used with consent from the Province;
b) Delivery of approximately 25 sessions held across Alberta. This will include the
facilitation and delivery of all content during each session.
c) Post session work will include, but is not limited to:
i.
Analysis of the feedback, as well as the raw data gathered at each event.
ii.
Reviewing results with the Engagement team and Senior Leadership.
iii. Development of train the trainer tools to aide in the facilitation of future,
internally delivered Management Engagement Sessions.
iv. Providing the Province with written report and recommended next steps.
1.2 Type 2 Services
Type 2 Services may include, but are not limited to, the following tasks by the
Contractor:
a) Researching, coaching, advising, presenting, reporting to and meeting with the
Province, as directed, to address additional related project activities and requirements
that arise as a result of Type 1 Services, and/or providing constituent requested
elements of Type 1 services.

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Request for Proposals Number 16-EMEC-01

1.3 Request for Services


The Province will request the Services described in sections 1.1 and 1.2 above through a
Request for Services, which will be sent via email and will be substantially in the form
attached as Appendix C to the RFP.
2. Service Delivery Timelines
Type 1 Services

Completion Date

The design of the sessions and all related materials (1.1 a)


Delivery of approximately 25 Management Sessions (1.1 b)

December 16, 2016


To be determined at the
discretion of the
province.
Within 20 Business Days
from completion of the
Management
Engagement sessions

Post session work (1.1 c)

Type 2 Services
Type 2 Services timelines to be determined at the time of Request
for Services.

Determined at time of
Request for Services

3. Facilities
a) The Province will provide the following to support the Contractor in its performance
of the Services:

Meeting space for meetings between the Province and Contractor (as required).
Session venues and logistical requirements

b) The Contractor will provide the following in order to perform the Services:

Facilities necessary to produce the deliverables.

4. Standards of Care
The Contractor shall perform the Services with reasonable skill, care and diligence and in
accordance with any applicable industry standards of suppliers of services similar to, or
the same as, the Services described in this RFP.

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Corporate Human Resources

Request for Proposals Number 16-EMEC-01

APPENDIX C Request for Services


CONTRACT NUMBER: ______________
Insert date
I.

Type 1 Services Requested:

(a) Individual(s) to be assessed:

Session Location

Date of Session

Estimated
Numbers
Managers

1.

Pricing
Number of Assessments
$
Fixed Fee Per Session
$
Total Cost
* Pricing is in Canadian dollars and is GST exempt.
Details of Services being purchased and Delivery Dates:
II.

Type 2 Services Requested:

Description of Services
Services

[insert details of , including assessment tools to be used if any,


and agreed upon delivery dates]

Pricing
$
Fixed Hourly Rate
Estimated Number of Hours Required
$
Total Services Cost
$
Total
* Pricing is in Canadian dollars and is GST exempt.

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Corporate Human Resources

Request for Proposals Number 16-EMEC-01

1.0
The total cost of the above requested Services shall not exceed a maximum of: $ XXXXX
for the Services delivered in accordance with the fixed prices as set out in the Contractors
Proposal.
2.0
Terms and Conditions of the Request for Services
The terms and conditions of Contract __________ are incorporated into this Request for Service.
3.0
Requests for Services Term
The effective date of this Request for Services will be the date first noted above.

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Corporate Human Resources

Request for Proposals Number 16-EMEC-01

APPENDIX D Proposal Submission Form


(Date

, 2016)

RE: Request for Proposals (RFP) Number: 16-EMEC-01

The Provinces Contact:

Delivery Address:

Angela Pappas, Director, Organizational


Development
Corporate Human Resources
5th Floor, Peace Hills Trust Tower
10011 109 Street NW
Edmonton, Alberta
T5J 3S8

Email Address:

angela.pappas@gov.ab.ca

Telephone:

780-641-9838

Proponents Legal Name:


Mailing Address:
Contact Name:
Telephone:
Email Address:

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Corporate Human Resources

Request for Proposals Number 16-EMEC-01

ATTACHMENT #1 MANDATORY REQUIREMENTS


AND DESIRABLE PROVISIONS - CORPORATE
Mandatory Requirement:
The Proponent must:
a) Provide a corporate profile that demonstrates through number of years and considerable
engagements experience providing equivalent Engagement Sessions for management and
senior leadership similar to the Services specified in this RFP.
Desirable Provisions:
The Proponent should:
a) Describe its experience in the following areas:
i.
Design and delivery of engagement sessions.
Developing engagement action plans and strategies specific to building
ii.
iii.
iv.
v.
vi.
vii.

management capacity on employee engagement.


Facilitation of large groups.
Analyzing large group variables.
Developing evaluation tools and plans
Delivering key note addresses
Adult education

b) Identify experience delivering equivalent engagement sessions with the public sector/ public
service organizations or organizations with the complexity and size of the Government of
Alberta. Identify results and outcomes, particularly if there were measureable increases in

engagement scores;
c) Describe its experience delivering equivalent engagement sessions across a broad range of
business areas, which may include information technology, finance, policy, industry
development, trade relations and legal; and a range of industry sectors which may include health,
energy, natural resource management, social services and Indigenous relations. Identify results

and outcomes, particularly if there were measureable increases in engagement scores: and
d) Identify experience working specifically with management and organizational leadership
in the public sector/ public service organizations or organizations with the complexity
and size of the Government of Alberta;
e) Provide at least three business-related references. If references are not included
with the Proposal, the Proponent must provide them within two Business Days of a
request by the Province to do so.

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Corporate Human Resources

Request for Proposals Number 16-EMEC-01

ATTACHMENT #2 MANDATORY REQUIREMENTS AND DESIRABLE


PROVISIONS - RESOURCES
Mandatory Requirement:
Proponents are responsible for proposing a Resource or a team of Resources capable of
successfully performing the Services described in this RFP.
Desirable Provisions:
The Proponent should:
a) Provide a profile of its team of Resources that demonstrates availability to perform the
Services and a description of each team members education, training, accreditation and
years of experience designing and delivering engagement sessions geared to managers
and senior leadership that supports building capacity for employee engagement;
b) Identify at least one Resource with considerable experience delivering equivalent
Management engagement sessions described in this RFP;
c) Identify through prior projects individual Resources experience delivering equivalent
engagement sessions with the public sector / public service organizations or organizations
with the complexity and size of the Government of Alberta; and
d) Describe its Resources other experience, including career experience in the public sector
or providing consulting and advisory services and supports to management and senior
leaders in the public or private sector.

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Corporate Human Resources

Request for Proposals Number 16-EMEC-01

ATTACHMENT #3 PRICING FORM


The pricing for the performance of the Services described in this RFP is on a fixed price basis,
either per task or hourly. The Proponents Type 1 Services pricing, as specified below, is
inclusive of all expenses and as such, the Province will not be obliged to pay any expenses
incurred by the Contractor in the performance of the Type 1 Services.
Fees will not be payable prior to the receipt of any Services. Payment of fees shall be based on,
in part, receipt of Services, including all identified deliverables, as set out in the table below.
Anticipated Start Date: October 29, 2016

Anticipated End Date: April 30, 2019

1. Maximum Fixed Price Per Management Engagement Session


The Proponent proposes the following Maximum Fixed Price Per Management
Engagement price for completing the Services identified below.
Service and Deliverables
a) Service:
Design of the session and all related materials, there will be
approximately 25 identical sessions held based on the template
in total.

Deliverable:
Agendas, facilitation guides, participant guides,
presentation materials, key note presentation, tools and
simulated exercises.
b) Service:
Delivery of approximately 25 sessions held across Alberta.
This will include the facilitation and delivery of all content
during each session. As well as a key note address.
Deliverable:

Price
$_________
Maximum
Fixed
For development of the
sessions and associated
materials.
(Based on completion of
Services and receipt of
deliverables)
$_________
Maximum
Fixed
For delivery and
execution of each of
sessions.

Post session debrief with Engagement Team after every


event.
c) Service:
Post session work will included reviewing the information
gathered over the course of the management sessions.
Deliverable:

Analysis of the feedback, as well as the raw data gathered


at each event. Development of train the trainer tools, and
providing a written report and next steps to the
Engagement Team.

Page 45

$_________
Maximum
Fixed
For all Post session
deliverables.
$_________
Maximum
Fixed
For

Corporate Human Resources

Request for Proposals Number 16-EMEC-01

2. Maximum Fixed Hourly Rate

The Proponent proposes the following Maximum Fixed Hourly Rate for completing Type 2
Services that may be required at the discretion of the Province
Maximum Fixed Hourly Rate

$ __________

The Maximum Fixed Hourly Rate is exclusive of expenses. All expenses must be pre-approved
by the Province before the Contractor incurs same. For example, the cost of materials needed to
perform Type 2 Services may be reimbursable if pre-approved. Failure to obtain pre-approval
for expenses for Type 2 services will automatically render such expenses non-payable by the
Province, subject to section 3 below.
3. Expenses

Certain expenses will be non-reimbursable.


4. Facilities
Whether or not the Proponent is required to provide Facilities for the proposed Resource to
perform the Services, the Maximum Fixed Price must be inclusive of all overhead; office
space and equipment including supplies, administrative burden, mark-up and all other costs
to perform the Type 1 Services for the duration of the performance of the Type 1 Services.

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Request for Proposals Number 16-EMEC-01

APPENDIX E Service Delivery Approach


It is mandatory that the Proposal include a service delivery approach to the Project.
The service delivery approach should include the following:
a.

The Proponents approach to achieve desired outcomes and the strategy pertaining to
management engagement, including how to build and sustain capacity within this group to
better understand and aide in the improvement of employee engagement scores going
forward. Proponents should also be able to clearly identify what employee engagement
methodologies (including, for example, tools and exercises) they will utilize in the design
and delivery of the management engagement sessions and how their preferred
methodologies compare to others, if applicable.

b.

A description of the Proponents theoretical and/or philosophical approach to employee


engagement, particularly with regard to management and senior leadership groups,
including how to build and sustain capacity surrounding employee engagement within that
group.

c.

A description of the process and timelines for reporting.

d.

Identification of at least three post sessions debriefs with the Province that could allow for
modification to be made at the provinces discretion if challenges or opportunities for
improvement are identified during the delivery and/or the participant evaluation of the
management sessions; and

f)

Any value added which the Proponent proposes will be provided over and above the
Services specified in this RFP at no additional cost to the Province. The Proposal should
demonstrate how the proposed value add may provide qualitative and/or quantitative
benefits to the Province. This may include whether the Proponent has a locally available
team to achieve Project deliverables.

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Corporate Human Resources

Request for Proposals Number 16-EMEC-01

APPENDIX F Non-Disclosure Agreement


BETWEEN:
HER MAJESTY THE QUEEN IN RIGHT OF ALBERTA,
as represented by the President of Treasury Board, Minister of Finance
through Corporate Human Resources
(the Province)
- and NAME OF PROPONENT
(the Proponent)

Background:
A. Proponents wishing to review the confidential draft documents referred to in Section 2.1 of
the RFP (Documents) are required to sign and return this Non-Disclosure Agreement by
mail, e-mail or facsimile to the Provinces Contracting Manager identified on the cover page
of the RFP.
B. All information contained in the Documents is considered confidential and may only be
used by the Proponents for the purpose of preparing Proposals in response to the RFP.
In consideration of the provision of the Documents to the Proponent for the Proponents
review, so as to assist in submitting a complete Proposal, the Proponent agrees as follows:
1.

In this Non-Disclosure Agreement:


a. Confidentiality Legislation means any statutory or regulatory requirement to keep
information confidential as amended, revised or substituted from time to time,
including the Freedom of Information and Protection of Privacy Act (Alberta), as may
be amended from time to time.
b. Information means all business, financial, technical, operational and other
information relating to the Province as concerns the RFP, including, without limitation,
contained in the Documents or the RFP as to whether factual or interpretive, or verbal,
written or in electronic form, disclosed directly to or otherwise acquired by the
Proponent whether before or after the date of this Non-Disclosure Agreement.
c. All words with the initial letter capitalized shall have the meaning set out in the RFP
unless the context otherwise requires or permits or as otherwise defined herein. The
interpretation guidelines set out in section 1.3 of the Request for Proposals are
incorporated into and shall apply in this Non-Disclosure Agreement.

2.

The Information and the terms and conditions of this Non-Disclosure Agreement may only
be disclosed to such persons employed, engaged or contracted by the Proponent on a need
to know basis solely for the purpose of responding to the RFP.

3.

The Information shall not be disclosed by the Proponent to any third party, including
agents, subcontractors or affiliates of the Proponent without the express written consent of
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Request for Proposals Number 16-EMEC-01

the Province.
4.

The Proponent shall require that all persons having access to the Information comply with
the provisions of this Non-Disclosure Agreement. For greater certainty, the Proponent shall
contractually obligate those persons who it provides access to the Information to maintain
the same level of confidentiality as required by the Proponent, pursuant to this NonDisclosure Agreement. Upon request by the Province, the Proponent shall provide to the
Province relevant documentation indicating that the Proponent has met this requirement.

5.

The requirements set forth in this Non-Disclosure Agreement shall not apply to any part of
the Information which:
a. Is in the public domain at the date of disclosure to the Proponent or which thereafter
enters the public domain other than by any act or failure to act on the part of the
Proponent and/or those persons who it provides the information to;
b. Is already known to the Proponent (as evidenced by the Proponents written
records) at the time of its disclosure to the Proponent by the Province, except to the
extent the information was acquired by, or became known to, the Proponent in the
course of carrying out an existing or previous contract with the Province;
c. Was lawfully acquired by the Proponent from a third party (as evidenced in the
Proponents written records);
d. Was required to be disclosed by the Proponent as contemplated in clause 6 below;
or
e. Was independently developed by the Proponents Resources and/ or employees who
had no access to the Information.

6.

The Proponent shall be entitled to disclose Information as required by law or ordered by a


court of competent jurisdiction or any regulatory body having jurisdiction, provided that:
a. The Proponent shall provide the Province with immediate written notice of any
request for disclosure; and
b. The Proponent shall take reasonable steps to maintain the confidentiality of the
Information by the court or regulatory body.

7.

If the Proponent makes copies of any of the Documents and the Proponent determines that
it does not wish to respond to the RFP or is not the successful Proponent in the RFP, the
Proponent shall forthwith destroy all copies of the Documents it has created regardless of
the medium they are stored on.

8.

The Proponent shall not use any of the Information in furtherance of the Proponents
business or for its own benefit, profit or advantage other than responding to the RFP.

9.

This Non-Disclosure Agreement shall be effective on the Effective Date. Information must
be kept confidential the longer of six (6) years, the Confidentiality Legislation requirement,
if any, to keep Information confidential or so long as the Proponent retains Information of
the Province.

10.

The Proponent understands that in providing the Information to the Proponent, the Province
makes no representation or warranty as to the accuracy or completeness of the Information.
The Proponent agrees that neither the Province, nor anyone representing the Province, shall
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Request for Proposals Number 16-EMEC-01

have any liability for any errors or omissions or for any damages resulting from the use of
the Information. The Proponent shall rely solely on its own appraisals, estimates,
interpretations and analysis related thereto.
11.

The Proponent acknowledges the significance of the Information. Accordingly, the


Proponent agrees that any of injunctive relief, specific performance or monetary damages is
an appropriate remedy for any breach of this Non-Disclosure Agreement by the Proponent.

12.

Nothing herein shall be construed as granting to the Proponent a license or any rights to
intellectual property of the Province including without limitation, trademark or copyrights
in any country relating to the Information.

13.

If any of the Proponents representatives visit any of the business sites of the Province for
the purpose of responding to the RFP, the Proponent hereby indemnifies and saves the
Province, and its agents harmless from any claims and liabilities resulting from the
negligence or misconduct of the Proponents representatives during any such visit.

14.

This Non-Disclosure Agreement shall be governed by and interpreted in accordance with


the laws in force in Alberta, and the parties irrevocably attorn to the exclusive jurisdiction
of the courts in Alberta.

15.

No failure or delay by the Province to exercise any of its rights, powers or privileges under
this Non-Disclosure Agreement shall operate as a waiver hereof.

16.

If any provision of this Non-Disclosure Agreement is wholly or partially unenforceable for


any reason, such unenforceability shall not affect the enforceability of the balance of this
Non-Disclosure Agreement.

17.

This Non-Disclosure Agreement shall be binding upon and enure to the benefit of the
Parties hereto and their respective successors.

18.

This Non-Disclosure Agreement shall not be assigned by the Proponent without the written
consent of the Province.

19.

This Non-Disclosure Agreement is subject to the Alberta Freedom of Information and


Protection of Privacy Act, as may be amended, revised or substituted from time to time.

20.

The Proponent represents and warrants and acknowledges and agrees that:
(a) It has read this Non-Disclosure Agreement and understands it;
(b) It has had an opportunity to consider this Non-Disclosure Agreement and obtain
independent legal advice before signing it;
(c) In executing this Non-Disclosure Agreement, the Proponent does not rely upon
anything told or promised to the Proponent by any person, except as contained in
this Non-Disclosure Agreement; and
(d) It was not prevented or discouraged by anyone or any party to this NonDisclosure Agreement from seeking independent legal advice prior to the signing
and delivery of this Non-Disclosure Agreement, and that, in the event that the
Proponent did not avail itself of that opportunity prior to signing this NonDisclosure Agreement, the Proponent did so voluntarily without any undue
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Request for Proposals Number 16-EMEC-01

pressure and agrees that any failure to obtain independent legal advice shall not be
used by the Proponent as a defence to the enforcement of any obligation under
this Non-Disclosure Agreement.
21.

This Non-Disclosure Agreement may be executed in counterparts, in which case (i) the
counterparts together shall constitute one agreement, and (ii) communication of execution
by facsimile transmission or emailed in PDF shall constitute good delivery.

Agreed to and accepted by this ______ day of ___________________, 201_ (the Effective
Date).

_________________________________
HER MAJESTY THE QUEEN IN RIGHT OF
ALBERTA, as represented by the President of
Treasury Board, Minister of Finance through
Corporate Human Resources.

(Proponents Name)
__________________________________
(Name of the Officer of the Proponent)

Per:

____________________________________
(Signature of the Officer of the Proponent)
____________________________________
(Proponents Address)
____________________________________
(Telephone Number)
____________________________________
(Facsimile Number)

_________________________________
Signature
_________________________________
Print Name
_________________________________
Title
_________________________________
Date

____________________________________
(E-mail Address)

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