Project Agreement – Schedule 8
Windsor-Essex Parkway Project
SCHEDULE 8
ENERGY MATTERS
1.
Definitions
The following definitions shall have the following meanings:
1.1
"Aggregate Actual Consumption" means the actual consumption of all Energy Utilities as invoiced
by the relevant Utility Companies for each Contract Year;
1.2
"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.
1.3
"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;
1.4
"Average Unit Rate Price" means the average price for each standard unit of each discrete Energy
Utilityin a Contract Year as reported by the applicable Utility Companies responsible for the supply
of such Energy Service;
1.5
"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;
1.6
"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.
1.7
"Energy Analysis Report" has the meaning given to it in Section 3 of this Schedule 8;
1.8
"Energy Service" means any metered provision of Energy Utilities at the Parkway;
1.9
“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;
1.10
"Energy Utilities" means energy/power including electricity and any other energy source used at the
Parkway;
1.11
"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;
Project Agreement – Schedule 8
Windsor-Essex Parkway Project
1.12
"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;
1.13
"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;
1.14
"No Cost Measures" means energy savings measures, including those related to good housekeeping, involving no material additional expenditure and/or no capital expenditure to carry out;
1.15
"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 EnergyUtilities consumption for each discrete Energy Service which falls
outside the bands set out in Section 5 of this Schedule 8.
1.16
"Pass-Through Costs" has the meaning given in Section 2.1 of this Schedule 8.
1.17
"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.
2.
Procedures for Determining Energy Cost Sharing
2.1
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 theinvoice
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.
2.2
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.
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.
2.3
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.
(a)
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
Windsor-Essex Parkway Project
Consumption for each discrete Energy Service for the preceding Contract Year.
2.4
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.
(a)
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:
(i)
HMQ shall confirm its acceptance of all or any aspect of the Energy Analysis
Report; and
(ii)
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.
(b)
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.
(c)
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.
(d)
If either Project Co or HMQ wishes to dispute any account presented pursuant to Section
2.4
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
Confidential – Economic Interests of Ontario
Project Agreement – Schedule 8
Windsor-Essex Parkway Project
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.
3.
Content and Format of the Energy Analysis Report
3.1
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)
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;
(b)
accurate and precise consumption data; and
(c)
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.
3.2
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.
3.3
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:
(a)
presentation of Aggregate Actual Consumption and Discrete Energy Service Actual
Consumption for each individual Energy Service;
(b)
establishment of a basis for continued monitoring of Energy Utility consumption and
adjustments to the Aggregate Energy Target and/or the Discrete Energy Targets;
(c)
Utility data collected by Project Co shall be presented in the table set out in Appendix A to
this Schedule 8;
(d)
detailed analysis of metered end-uses:
Windsor-Essex Parkway Project
(i)
lighting systems and controls;
(ii)
constant and variable motor loads;
(iii)
variable frequency drive operation; and
(iv)
any other metered systems;
(e)
an outline of any outstanding issues from any previous Energy Analysis Report;
(f)
adjustments to the Aggregate Energy Target and Discrete Energy Target(s);
(g)
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;
(h)
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;
(i)
appendices which shall include graphs, calculations and miscellaneous data that are relevant
to the Energy Analysis Report; and
(j)
summary tables from all previous Energy Analysis Reports delivered by Project Co to
HMQ.
4.
Discrete Energy Service Actual Consumption and Process for Amending the Aggregate Energy
Target and the Discrete Energy Targets
4.1
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.
4.2
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:
(a)
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
(b)
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
Confidential – Economic Interests of Ontario
Project Agreement – Schedule 8
Windsor-Essex Parkway Project
Monthly OM&R Payments accordingly in accordance with Schedule 20 – Payment
Mechanism;
4.3
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:
(a)
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;
(b)
changes implemented in accordance with the Project Agreement that would cause load
changes or other changes in Energy Utilities usage; or
(c)
changes in the utilization of the Parkway from that generally described in the Project
Agreement;
4.4
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.
4.5
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.
5.
Calculation of Gainshare Adjustment or Painshare Adjustment
5.1
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
Bandin
g Mechanism for Calculating Adjustments
Variance from DET in Year "x"
Project Agreement – Schedule 8 – Energy Matters
Windsor-Essex Parkway Project
TABLE 5.1-2
Banding Mechanism for Calculating Adjustments
Variance from DET in Year "x"
>20%
5.2 The formulae to calculate the Gainshare Adjustment and the Painshare Adjustment set out in this
the Discrete Energy Service Actual Consumption during the relevant year for a
discrete Energy Service in units in kWh.
the Discrete Energy Target for the relevant year for a discrete Energy
then
Rate Price
(In the above formula, a factor of [REDACTED] is used to multiply B. This is obtained by multiplying the
range of the 2 nd band by the percentage of Project Co pain/gain. The range of the 2 nd 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
Confidential – Economic Interests of Ontario
GS = [([REDACTED]B –A) + [REDACTED]B] * Average Unit
Page 7
Windsor-Essex Parkway Project
Project Agreement – Schedule 8
Windsor-Essex Parkway Project
Discrete Energy Targets
Execution Version
APPENDIX A
Actual Consumption
Cost for Contract
Year (calculated
based on Discrete
Energy Targets
Other
[REDACTED]
Consumption: ]
Project Agreement – Schedule 8
Windsor-Essex Parkway Project
Execution Version
APPENDIX B
Project Co’s Energy Target Letter
Project Agreement – Schedule 8
Windsor-Essex Parkway Project
Table 1 - Discrete and Aggregate Energy Targets
Energy Service: Electricity
Kilowatt-hours per
35,533,480
Aggregate Energy
35,533,480
Windsor-Essex Parkway Project
| (i) *DEMO*ng systems and controls;TRIAL VERSION EXPIRES 90 DAYS AFTER INSTALLATION |
| (ii) cTRIAL VERSION EXPIRES 90 DAYS AFTER INSTALLATION | *DEMO*nt and variable motoTRIAL VERSION EXPIRES 90 DAYS AFTER INSTALLATION | or loads;TRIAL VERSION EXPIRES 90 DAYS AFTER INSTALLATION |
| (iii) variable *DEMO*ncy drive operation; andTRIAL VERSION EXPIRES 90 DAYS AFTER INSTALLATION |
| (iii) v
(iv) aTRIAL VERSION EXPIRES 90 DAYS AFTER INSTALLATION | *DEMO*le frequency drive op
any other metered systems;TRIAL VERSION EXPIRES 90 DAYS AFTER INSTALLATION | *DEMO*on; and
;TRIAL VERSION EXPIRES 90 DAYS AFTER INSTALLATION |
| (iv) a
(e) an outlinTRIAL VERSION EXPIRES 90 DAYS AFTER INSTALLATION | any other metered *DEMO*s;
ne of any outstanding issueTRIAL VERSION EXPIRES 90 DAYS AFTER INSTALLATION | ;
es from any *DEMO*us EnerTRIAL VERSION EXPIRES 90 DAYS AFTER INSTALLATION |
| (e) an outlin
(f) *DEMO*meTRIAL VERSION EXPIRES 90 DAYS AFTER INSTALLATION | ne of any *DEMO*nding issue
ents to the Aggregate EnerTRIAL VERSION EXPIRES 90 DAYS AFTER INSTALLATION | es from any *DEMO*us Ener
rgy Target and Discrete EnTRIAL VERSION EXPIRES 90 DAYS AFTER INSTALLATION |
| (f) *DEMO*meTRIAL VERSION EXPIRES 90 DAYS AFTER INSTALLATION | ents to the *DEMO*ate EnerTRIAL VERSION EXPIRES 90 DAYS AFTER INSTALLATION | rgy Target and *DEMO*te EnTRIAL VERSION EXPIRES 90 DAYS AFTER INSTALLATION |
| | | |
| (g) a table
*DEMO*teTRIAL VERSION EXPIRES 90 DAYS AFTER INSTALLATION | showing the *DEMO*tage v
e Energy Target(s) and theTRIAL VERSION EXPIRES 90 DAYS AFTER INSTALLATION | |
| | | |
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Table 2 - Targets of Metered End-Uses
Kilowatt-hours per Fiscal Year Ending
46,824
38,311 38,311 38,311 38,311 38,311
40 78,040 78,040 78,040 78,040
62,432 62,432 62,432 62,432 62,432
17,027 17,027 17,027 17,027 17,027
19,865 19,865 19,865 19,865 19,865
3 16,033 16,033 16,033 16,033
Total 35,533,480 35,533,480 35,533,480 35,533,480 35,533,480
Table 2 (Continued) - Targets of Metered End-Uses
Kilowatt-hours per Fiscal Year Ending
46,824
5760702 v2 Page 14
46,824
38,311 38,311 38,311 38,311 38,311
40 78,040 78,040 78,040 78,040
62,432 62,432 62,432 62,432 62,432
17,027 17,027 17,027 17,027 17,027
19,865 19,865 19,865 19,865 19,865
3 16,033 16,033 16,033 16,033
Total 35,533,480 35,533,480 35,533,480 35,533,480 35,533,480
Confidential – Economic Interests of Ontario
Table 2 (Continued) - Targets of Metered End-Uses
Kilowatt-hours per Fiscal Year Ending
46,824
38,311 38,311 38,311 38,311 38,311
40 78,040 78,040 78,040 78,040
62,432 62,432 62,432 62,432 62,432
17,027 17,027 17,027 17,027 17,027
19,865 19,865 19,865 19,865 19,865
3 16,033 16,033 16,033 16,033
Total 35,533,480 35,533,480 35,533,480 35,533,480 35,533,480
Table 2 (Continued) - Targets of Metered End-Uses
| *DEMO*icityTRIAL VERSION EXPIRES 90 DAYS AFTER INSTALLATION | 1TRIAL VERSION EXPIRES 90 DAYS AFTER INSTALLATION | 1 *DEMO*ngTRIAL VERSION EXPIRES 90 DAYS AFTER INSTALLATION | *DEMO*y Pkwy S.TRIAL VERSION EXPIRES 90 DAYS AFTER INSTALLATION | 46,824TRIAL VERSION EXPIRES 90 DAYS AFTER INSTALLATION | 4 46,824TRIAL VERSION EXPIRES 90 DAYS AFTER INSTALLATION | 4 46,824TRIAL VERSION EXPIRES 90 DAYS AFTER INSTALLATION | 4 46,824TRIAL VERSION EXPIRES 90 DAYS AFTER INSTALLATION | 4 46,824TRIAL VERSION EXPIRES 90 DAYS AFTER INSTALLATION | Energy
*DEMO*eTRIAL VERSION EXPIRES 90 DAYS AFTER INSTALLATION | Power
SupplyTRIAL VERSION EXPIRES 90 DAYS AFTER INSTALLATION | LoadTRIAL VERSION EXPIRES 90 DAYS AFTER INSTALLATION | *DEMO*onTRIAL VERSION EXPIRES 90 DAYS AFTER INSTALLATION | *DEMO*-15TRIAL VERSION EXPIRES 90 DAYS AFTER INSTALLATION | 5 *DEMO*-16TRIAL VERSION EXPIRES 90 DAYS AFTER INSTALLATION | 6 *DEMO*-17TRIAL VERSION EXPIRES 90 DAYS AFTER INSTALLATION | 7 *DEMO*-18TRIAL VERSION EXPIRES 90 DAYS AFTER INSTALLATION | 8 *DEMO*-19TRIAL VERSION EXPIRES 90 DAYS AFTER INSTALLATION | | | | | | |
1Lighting
Pumping Station 1 - Diesel Generator
Pumping Station 2 - Diesel Generator
Pumping Station 3 - Diesel Generator
Pumping Station 5 - Diesel Generator
Pumping Station 6 - Diesel Generator
Pumping Station 7 - Diesel Generator
46,824
40 78,040 78,040 78,040 78,040
62,432 62,432 62,432 62,432 62,432
17,027 17,027 17,027 17,027 17,027
19,865 19,865 19,865 19,865 19,865
3 16,033 16,033 16,033 16,033
9,791
9,791
9,791
9,791
9,791
9,791
Total 35,533,480 35,533,480 35,533,480 35,533,480 35,533,480
46,824
9,791
9,791
9,791
9,791
9,791
9,791
46,824
9,791
9,791
9,791
9,791
9,791
9,791
46,824
9,791
9,791
9,791
9,791
9,791
9,791
46,824
9,791
9,791
9,791
9,791
9,791
9,791
Table 2 (Continued) - Targets of Metered End-Uses
Kilowatt-hours per Fiscal Year Ending
46,824
38,311 38,311 38,311 38,311 38,311
40 78,040 78,040 78,040 78,040
62,432 62,432 62,432 62,432 62,432
17,027 17,027 17,027 17,027 17,027
19,865 19,865 19,865 19,865 19,865
3 16,033 16,033 16,033 16,033
Total 35,533,480 35,533,480 35,533,480 35,533,480 35,533,480
Table 2 (Continued) - Targets of Metered End-Uses
Kilowatt-hours per Fiscal Year Ending
46,824
38,311 38,311 38,311 38,311 38,311
40 78,040 78,040 78,040 78,040
62,432 62,432 62,432 62,432 62,432
17,027 17,027 17,027 17,027 17,027
19,865 19,865 19,865 19,865 19,865
3 16,033 16,033 16,033 16,033
Total 35,533,480 35,533,480 35,533,480 35,533,480 35,533,480
5-20%