The following definitions shall have the following meanings:

1. "Aggregate Actual Consumption" means the actual consumption of all Energy Utilities as invoiced by the relevant Utility Companies for each Contract Year;


2. "Aggregate Energy Target" or "AET" means the total energy consumption set forth in the Energy Target Letter submitted by Project Co with its Technical Submission Requirements, in accordance with Schedule 3 Part 1 of the RFP, and which has been accepted by HMQ.


3. "Annual Review Meeting" means meetings between the HMQ Representative and the Project Co Representative to occur 120 days following the end of each Contract Year (or such other date as may be agreed between HMQ and Project Co) to discuss Energy Services;


4. "Average Unit Rate Price" means the average price for each standard unit of each discrete Energy Utility in a Contract Year as reported by the applicable Utility Companies responsible for the supply of such Energy Service;


5. "Discrete Energy Service Actual Consumption" means the consumption of an individual Energy Service at the Parkway as invoiced by the relevant Utility Company for each Contract Year;


6. "Discrete Energy Targets" or "DET" means the consumption of an individual Energy Service set forth in the Energy Target Letter submitted by Project Co with its Technical Submission Requirements, in accordance with Schedule 3 Part 1 of the RFP, and which have been accepted by HMQ.


7. "Energy Analysis Report" has the meaning given to it in Section 3 of this Schedule 8;


8. "Energy Service" means any metered provision of Energy Utilities at the Parkway;


9. "Energy Target Letter" means the letter submitted by Project Co with its Technical Submission Requirements, in accordance with Schedule 3 Part 1 of the RFP, setting forth the AET and the DET and attached to this Schedule 8 as Appendix B;


10. "Energy Utilities" means energy/power including electricity and any other energy source used at the Parkway;


11. "Gainshare Adjustment" means the amount payable by HMQ to Project Co (which amount will be included in the calculation of the Monthly OM&R Payment for the Contract Month following the date in which such adjustment has been determined in accordance with this Schedule 8) based on Energy Utilities consumption for each discrete Energy Service that falls outside the set bands set out in Section 5 of this Schedule 8;


12. High Cost Measures" means, in respect of a Contract Year, energy saving measures that incur capital expenditure with a Simple Payback of greater than 36 months;


13. "Low Cost Measures" means, in respect of a Contract Year, energy saving measures that incur capital expenditure with a Simple Payback of no greater than 36 months and are considered to be revenue items as opposed to capital investment measures;


14. "No Cost Measures" means energy savings measures, including those related to good house-keeping, involving no material additional expenditure and/or no capital expenditure to carry out;


15. "Painshare Adjustment" means the deduction which may be claimed by HMQ from Project Co (which amount will be deducted from the calculation of the Monthly OM&R Payment for the Contract Month following the date in which such adjustment has been determined in accordance with this Schedule 8) based on Energy Utilities consumption for each discrete Energy Service which falls outside the bands set out in Section 5 of this Schedule 8.


16. "Pass-Through Costs" has the meaning given in Section 2.1 of this Schedule 8.


17. "Simple Payback" means the number of years after which an investment will have paid for itself. Simple Payback is calculated by dividing the initial cost of the retrofit by the energy cost savings. Those projects with the shortest paybacks are assumed to be the most cost effective. Simple Payback = initial cost of energy retrofit / energy savings.

1. HMQ will reimburse Project Co for the cost of consumption and use by Project Co of Energy Utilities at the Parkway (the "Pass Through Costs") based on service invoices provided to HMQ as part of the Monthly OM&R Payment invoices; such amount to be paid by HMQ as part of the invoice issued for each Monthly OM&R Payment in accordance with the Project Agreement. For purposes of optimizing Energy Utilities costs, HMQ may, at any time and from time to time, direct Project Co to use a particular type of fuel energy source at the Parkway.


2. The Discrete Energy Targets shall form the normalized 30 year benchmark for calculating the Energy Services cost sharing in respect of each discrete Energy Service at the Parkway. The Discrete Energy Service Actual Consumption for each discrete Energy Service shall be used to calculate Painshare Adjustments and Gainshare Adjustments. The Aggregate Energy Target and the Discrete Energy Targets shall not be altered or adjusted except by the process described in Section 4 of this Schedule 8.


3. Project Co shall provide HMQ with a draft Energy Analysis Report within 90 days following the end of each Contract Year, which report shall include copies of all working papers to fully support the draft Energy Analysis Report. The draft Energy Analysis Report shall be consistent with the format and content requirements set out in Section 3 of this Schedule 8.


• As soon as practicable and in any event within 120 days following the end of each Contract Year, Project Co and HMQ shall convene an Annual Review Meeting to be attended by the Project Co Representative and the HMQ Representative. At the Annual Review Meeting Project Co shall present the draft Energy Analysis Report to HMQ, and HMQ and Project Co shall discuss the Aggregate Actual Consumption and the Discrete Energy Service Actual Consumption for each discrete Energy Service for the preceding Contract Year.


4. Project Co shall assist the HMQ Representative and afford the HMQ Representative such information and access to the Parkway, utility meters, and other services, as such services are described in the Output Specifications and by other means as may reasonably be required for the HMQ Representative to confirm the draft Energy Analysis Report provided by Project Co to determine the Aggregate Actual Consumption and the Discrete Energy Service Actual Consumption for each separate Energy Service at the Parkway for the Contract Year. HMQ shall promptly notify Project Co of the details of any disagreement of all or any aspect of the Energy Analysis Report, and the Parties shall then seek to agree to any matters in dispute, but where matters cannot be resolved within 20 Business Days (or such other period as may be otherwise agreed by the HMQ Representative, acting reasonably) it shall be dealt with in accordance with the Dispute Resolution Procedure.


• Within 20 Business Days following each Annual Review Meeting, or within such period as may be otherwise agreed to by the HMQ Representative and the Project Co Representative, acting reasonably:
  • HMQ shall confirm its acceptance of all or any aspect of the Energy Analysis Report; and
  • Subject to Section 4 of this Schedule 8, Project Co and HMQ shall agree to any adjustments to the Aggregate Energy Target and the Discrete Energy Target(s) after taking into account load or usage changes.
• Subject to Section 2.4(c), Project Co or HMQ, as the case may be, shall be entitled annually to a Gainshare Adjustment or a Painshare Adjustment, as the case may be, calculated in accordance with this Schedule 8.
• Claims made by either Project Co or HMQ for a Gainshare Adjustment or a Painshare Adjustment shall be made at an Annual Review Meeting. If Project Co makes a claim for Painshare Adjustment, Project Co shall within 10 Business Days after acceptance of the Energy Analysis Report by the HMQ Representative or within such other period as may be agreed to by the HMQ Representative and Project Co, acting reasonably, submit an account to HMQ setting out its calculation and justifying the quantification of the Painshare Adjustment. If HMQ makes a claim for a Gainshare Adjustment, HMQ shall, within 10 Business Days after acceptance of the Energy Analysis Report by the HMQ Representative or within such other period as may be agreed to by the HMQ Representative and Project Co, acting reasonably, submit an account to Project Co setting out its calculations and justifying the quantification of the Gainshare Adjustment.
• If either Project Co or HMQ wishes to dispute any account presented pursuant to Section 2.4(c) of this Schedule 8, it must do so by notice to the other Party within 10 Business Days of receipt of such account. The HMQ Representative and the Project Co Representative shall use reasonable efforts to resolve the dispute for an additional 10 Business Days. If there is no agreement within a further 10 Business Days then either Party may refer the matter to the Dispute Resolution Procedure. If neither Party objects in accordance with this Section 2.4(d) or, following final determination of the disputed account in accordance with this Section 2.4(d), Project Co shall include the relevant Gainshare Adjustment or Painshare Adjustment as a separate item within the next invoice prepared by Project Co in accordance with Section 34.6(a) of the Project Agreement. No adjustments shall be made to the Monthly OM&R Payment for any claimed Gainshare Adjustment or Painshare Adjustment except in accordance with the procedure set out in Section 5 of this Schedule 8.

1. The Energy Analysis Report shall present findings of Aggregate Actual Consumption and the Discrete Energy Service Actual Consumption for each separate Energy Service for the relevant Contract Year and shall include the following:
• a summary of actual usage, and breakdown by utility in kilowatt-hours or other utility rate units. The summary should also highlight any exceptional changes in consumption or pattern of use since any previous survey;
• accurate and precise consumption data; and
• identification of potential cost savings in respect of Energy Utilities usage at the Parkway and provide an estimate of potential Energy Service consumption savings broken down by fuel type, implementation costs, Simple Payback periods and projected savings along with identifying potential risks associated with each proposed cost savings measure. Project Co shall categorize these cost savings measures in the following categories: No Cost Measures, Low Cost Measures and High Cost Measures. Project Co shall also advise HMQ of projected Energy Utilities usage at the Parkway for the next 5 years and cost projections in respect of such projected Energy Utilities usage along with pricing trends and potential risks associated with each.


2. The objective of the Energy Analysis Report is to confirm Aggregate Actual Consumption and Discrete Energy Service Actual Consumption for each individual Energy Service at the Parkway in the relevant Contract Year and Gainshare Adjustment or Painshare Adjustment for each individual Energy Service.


3. Consistent with the objectives set out in Section 3.2 of this Schedule 8, Project Co shall ensure that the Energy Analysis Report has the following components:
• presentation of Aggregate Actual Consumption and Discrete Energy Service Actual Consumption for each individual Energy Service;
• establishment of a basis for continued monitoring of Energy Utility consumption and adjustments to the Aggregate Energy Target and/or the Discrete Energy Targets;
• Utility data collected by Project Co shall be presented in the table set out in Appendix A to this Schedule 8;
• detailed analysis of metered end-uses:
  • lighting systems and controls;
  • constant and variable motor loads;
  • variable frequency drive operation; and
  • any other metered systems;
• an outline of any outstanding issues from any previous Energy Analysis Report;
• adjustments to the Aggregate Energy Target and Discrete Energy Target(s);
• a table showing the percentage variation in Energy Utilities consumption against the Discrete Energy Target(s) and the Discrete Actual Energy Consumption for each discrete Energy Service;
• tables and graphs showing the consumption, unit costs, and total costs for all purchased Energy Utilities for the previous 12 months. Breakdown of Energy Utilities types and costs for each energy use described in Section 3.2 and 3.3 of this Schedule 8 and any other major energy use for the previous 12 months;
• appendices which shall include graphs, calculations and miscellaneous data that are relevant to the Energy Analysis Report; and
• summary tables from all previous Energy Analysis Reports delivered by Project Co to HMQ.

1. Following the acceptance of the Energy Analysis Report by the HMQ Representative in accordance with Section 2.4 of this Schedule 8, the data set out in the Energy Analysis Report will be used to determine the Painshare Adjustments or Gainshare Adjustments.


2. For each Contract Year the Discrete Energy Service Actual Consumption for each Energy Service shall be compared to the Discrete Energy Target for each Energy Service, and:
• if the Discrete Energy Service Actual Consumption in respect of any discrete Energy Service is greater than [REDACTED]% of the Discrete Energy Target in respect of such Energy Service then Project Co shall calculate the Painshare Adjustment and credit HMQ's Monthly OM&R Payments accordingly in accordance with Schedule 20 - Payment Mechanism; or
• if the Discrete Energy Service Actual Consumption in respect of a discrete Energy Service is less than [REDACTED]% of the Discrete Energy Target in respect of such Energy Service then Project Co shall calculate the Gainshare Adjustment and debit HMQ's Monthly OM&R Payments accordingly in accordance with Schedule 20 - Payment Mechanism;


3. At any time commencing after the first anniversary of the Phase Substantial Completion Date of Phase One, Project Co and HMQ shall, acting reasonably, agree to make any adjustments to the Aggregate Energy Target and the Discrete Energy Target(s) only in the event of:
• substantial climate change for the relevant time period as reported by Environment Canada compared to the 1980 to 2010 30 year average meteorological data for Windsor, Ontario as reported by Environment Canada. Climate change can only be evidenced by a climatic authority such as Environment Canada and must be presented to HMQ with documented evidence of increased consumption trends in similar infrastructure in Southern Ontario;
• changes implemented in accordance with the Project Agreement that would cause load changes or other changes in Energy Utilities usage; or
• changes in the utilization of the Parkway from that generally described in the Project Agreement;


4. The Party requesting an amendment to the Aggregate Energy Target and the Discrete Energy Target(s) shall appoint, subject to the other Party's approval (acting reasonably), and pay for a complete energy audit to be conducted by, a third party auditor. The energy audit shall include an analysis of Energy Utilities use by function and a comprehensive evaluation of Energy Utilities use patterns. The energy auditor shall prepare a report making a recommendation regarding amendments to the Aggregate Energy Target and Discrete Energy Target(s). Both HMQ and Project Co must agree to the amended Aggregate Energy Target and Discrete Energy Target(s) within 20 Business Days following receipt of such report. If there is no agreement within a further 10 Business Day period, then either Party may refer the matter to the Dispute Resolution Procedure.


5. Any amendment to the Aggregate Energy Target and the Discrete Energy Target(s) shall only affect the Monthly OM&R Payment (as a result of any Painshare Adjustments or Gainshare Adjustments) from the date on which the amendment is effective and shall not, for greater certainty, have a retrospective effect on any other previous Monthly OM&R Payments.

1. The table below shows the banding mechanism used for calculating the Painshare Adjustment or the Gainshare Adjustment to Project Co and HMQ for each Energy Service.



TABLE 5.1-1




Banding Mechanism for Calculating Adjustments

Variance from DET in Year "x"	Project Co's Pain
0-5%	[REDACTED]%
>5%	[REDACTED]%




TABLE 5.1-2




Banding Mechanism for Calculating Adjustments

Variance from DET in Year "x"	Project Co's Gain
0-5%	[REDACTED]%
5-20%	[REDACTED]%
>20%	[REDACTED]%



2. The formulae to calculate the Gainshare Adjustment and the Painshare Adjustment set out in this Section 5.2 are based on the table in Section 5.1 of this Schedule 8. For the avoidance of doubt, if Discrete Energy Service Actual Consumption in respect of a discrete Energy Utility falls within a set band above or below the relevant Discrete Energy Utility Target (i.e.: no more than [REDACTED]% above or below the benchmark) no Gainshare Adjustment or Painshare Adjustment will be made for that Energy Utility in that year.
• For the purposes of Section 5.2(b):

A =   the Discrete Energy Service Actual Consumption during the relevant year for a discrete Energy Service in units in kWh.




B =   the Discrete Energy Target for the relevant year for a discrete Energy Service in units in kWh.




• In respect of every year following the Phase Substantial Completion Date of Phase One:

IF: A < [REDACTED]B then Project Co shall be entitled to claim and be paid a Gainshare Adjustment ("GS") for that year, where

if [REDACTED]B < A < [REDACTED]B then GS = [REDACTED] * ([REDACTED]B - A) * Average Unit Rate Price

but if A < [REDACTED]B then GS = [([REDACTED]B - A) + [REDACTED]B] * Average Unit Rate Price

(In the above formula, a factor of [REDACTED] is used to multiply B. This is obtained by multiplying the range of the 2nd band by the percentage of Project Co pain/gain. The range of the 2nd band is [REDACTED]%- [REDACTED]%= [REDACTED]% and the Project Co gain percentage is [REDACTED]%. The product results in the factor of [REDACTED]% which results in the factor of [REDACTED].)

BUT IF:   A > [REDACTED]B then HMQ shall be entitled to deduct a Painshare Adjustment ("PS") where

if        A > [REDACTED]B then PS = (A - [REDACTED]B) x Average Unit Rate Price

________________________________________________________________________________________________________________________________________________

August 3, 2010

Infrastructure Ontario
777 Bay Street, 6th Floor
Toronto, ON
M5G 2C8
Attention: Nicki Bregolin

Re: Technical Submission - Section 7 Energy Submission

Dear Sirs:

In accordance with the RFP WEMG is submitting the following details for Energy Service for the Windsor-Essex Parkway Project:

1.  Discrete Energy Target

2.  Aggregate Energy Target, and

3.  Targets of metered end-uses.

The discrete energy target and aggregate energy targets are shown in Table 1. Since WEMG is only submitting details of the electrical energy service the discrete energy target and the
aggregate energy target for the contract years are the same.

Targets of metered end-uses are presented in Table 2. WEMG electrical design depicts a series of 62 meter locations on the project with some overlap in the end use for some of the meters.

WEMG supports the Province in conserving and reducing the level of energy consumption on this project and has provided a design with efficient and cost effective equipment. The largest use of electricity on this project is the daylight tunnel lighting and WEMG has included in our design light sensors at each tunnel entrance (i.e. each direction of travel Westbound and Eastbound). These sensors have the capability to adjust the level of lighting to three levels of intensity depending on the intensity of the open air day light. Throughout the life of the project WEMG will monitor the development of new lighting equipment and at re-lamping and replacement stages of the project update the electrical components with the most cost effective equipment.

Sincerely,

Windsor Essex Mobility Group

______________________________________________

By: Juan Santamaria, Authorized Representative

Table 2 - Targets of Metered End-Uses

Table 2 (Continued) - Targets of Metered End-Uses

Table 2 (Continued) - Targets of Metered End-Uses

Table 2 (Continued) - Targets of Metered End-Uses

Table 2 (Continued) - Targets of Metered End-Uses

Table 2 (Continued) - Targets of Metered End-Uses