BUSINESS REFRIGERATION INCENTIVE PROGRAM PARTICIPANT AGREEMENT

Transcription

1 BUSINESS REFRIGERATION INCENTIVE PROGRAM PARTICIPANT AGREEMENT Legal Name: Participant Address: PARTICIPANT INFORMATION ("Participant") ("Facility" or "Facilities", as applicable) If there are multiple locations owned or operated by the Participant, please list and attach as Appendix "A" (List of Locations). City/Town: Postal Code: Phone: Address: By participating in the Business Refrigeration Incentive Program (the "BRI Program") you confirm and agree to comply with and be bound by the following: References to "you" or "your" in this Participant Agreement are references to the Participant. You have applied to participate in the BRI Program offered by Toronto Hydro-Electric System Limited ("Toronto Hydro") on its behalf and on behalf of Oakville Hydro Electricity Distribution Inc. ("Oakville Hydro") and funded by the Independent Electricity System Operator ("IESO"). This Participant Agreement is entered into between you and Toronto Hydro and will govern your participation in the BRI Program. GENERAL DESCRIPTION The BRI Program provides funding for free facility audits of refrigeration equipment upgrades. If Toronto Hydro approves your Participant Application, Toronto Hydro, or its contractor, will conduct a free refrigeration energy audit and provide you with refrigeration equipment upgrade measures selected from the Eligible Measures list (excluding applicable taxes), as may be amended from time to time, to a maximum of value of $2,500 (excluding applicable taxes). Toronto Hydro reserves the right to determine that a project is ineligible if it determines, acting in its sole discretion, that there are undue risks or safety concerns associated with the installation of the Eligible Measure to the existing equipment.. ELIGIBILITY CRITERIA To be eligible, your Facility must: have a General Service Account with Toronto Hydro or Oakville Hydro (as applicable); have not received, is not receiving and will not any financial incentives funded by energy ratepayers or taxpayers of the Province of Ontario with respect to Eligible Measures to be implemented have not been a previous BRI Program Participant in respect of the Facility where the Eligible Measures are to be installed; have in-use commercial-grade refrigeration equipment used to cool products (customers with only residential refrigeration equipment are not eligible to participate); have an average annual demand of less than 250 kw, provided that where the Facility is not individually metered, have an average estimated demand of all units connected to that mater over a twelve-month period of less than 250 kw based on bulk-metered data; For clarity, certain branded refrigeration equipment may be ineligible to participate in the BRI Program. TERMS AND CONDITIONS As consideration for your participant in the BRI Program and the installation of the Eligible Measures, you agree to the following terms and conditions: Version 3.0 1

2 1. You represent and warrant to Toronto Hydro as follows and acknowledge that Toronto Hydro is relying on such representations and warranties in entering into this agreement: (a) (b) (c) (d) (e) (f) All information contained in this Participant Agreement is true, accurate and complete; You would not otherwise have undertaken the measures without the financial support and participation of the IESO; You have not entered into a binding commitment to acquire related services prior to applying to the BRI Program; You own or lease the Facility and the equipment being replaced. If you lease the premises, you have all required rights and authority to install Eligible Measures and to carry out the obligations set out in this Participant Agreement; You have the authority and capacity to enter into this Participant Agreement; You have not received, is not receiving or will not receive any financial incentives generally funded by energy ratepayers or taxpayers of the Province of Ontario with respect to the Eligible Measures to be implement. 2. The Participant covenants that all Eligible Measures will be installed on or before December 31, 2020 and the Participant shall not remove any Eligible Measure (other than in the normal course of operation). 3. Toronto Hydro, or its contractor, shall install and the Participant authorizes the installation of the Eligible Measures at the Facility. The Eligible Measures must be applicable Eligible Measures and cannot be fractions or part Eligible Measures an must have an aggregate value of $300 based on direct install eligible costs (excluding taxes), unless otherwise approved by Toronto Hydro. 4. You authorize Toronto Hydro or its subcontractor to install the Eligible Measures at the Facility and to remove and dispose of any existing equipment that has been replaced. 5. The Participant acknowledges that it is an independent contractor and there is no joint venture, partnership or agency created or implied by this Participant Agreement. 6. The Participant will be liable for and will indemnify, defend and hold harmless, Toronto Hydro, the IESO, and their respective successors, assignors, affiliates, employees, agents, officers, directors, service providers and such affiliates, respective officers, directors or employees or any of their heirs, successors or assigns (collectively, the " Program Operators") from and against any and all loss, damage or injury to persons or property, including without limitation any economic loss, loss of good will, loss of profit or any direct, indirect, special or consequential damages, and any costs or losses, expenses, fees, liabilities, allegations, causes of action, suits, proceedings, debts, penalties and demands arising therefrom or connected therewith of any nature or kind whatsoever asserted against or suffered by the Participant relating to, in connection with, arising from, or arising out of: (i) any claim, whether actual or threatened, or occurrence or event related to, any third party relating to this agreement and/or (ii) the negligence or wilful misconduct of the Participant, except in either case to the extent that any injury or damage related to such claim, occurrence or event is attributable to the negligence or wilful misconduct of the Program Operators. 7. Environmental Attributes. (a) All right, title and interest in and to all benefits or entitlements associated with decreased environmental impacts now or in the future, direct or indirect, arising as a result of, relating to or in connection with the electricity savings for which an incentive has been paid, and the right to quantify and register these, including any energy efficiency certificate, renewable energy certificate, credit, reduction right, offset, allocated pollution right, emission, reduction Version 3.0 2

3 allowance (collectively, the Electricity Savings Environmental Attributes ) will be allocated on a proportionate basis, with the IESO owning an amount equal to the total quantity of Electricity Savings Environmental Attributes multiplied by the Environmental Attribute Funding Percentage (the result being the IESO Environmental Attributes ) and the Participant owning the remaining quantity of Electricity Savings Environmental Attributes (the Participant Environmental Attributes ), where Environmental Attribute Funding Percentage means, in respect of an Eligible Measure purchase and installed, the total incentive amount paid to the Participant and funded by the IESO in respect of the Measure, divided by the total amount of actual costs incurred by the Participant that meet the eligibility requirements for such costs set out under these terms and conditions, multiplied by 100, and expressed as a percentage. (b) (c) (d) (e) The Participant shall notify the IESO in writing prior to assigning, transferring, encumbering, submitting for compliance purposes, trading or otherwise using (collectively, realizing ) any of the Participant Environmental Attributes, with such notice to include: (i) the quantity of Participant Environmental Attributes to which the Participant believes it is entitled; (ii) the quantity of Electricity Savings Environmental Attributes and the Environmental Attributes Funding Percentage used to determine the quantity of Participant Environmental Attributes; and (iii) supporting calculations and data used to determine the total quantity of Electricity Savings Environmental Attributes and the Environmental Attribute Funding Percentage. The Participant agrees that all right, title and interest in and to all benefits or entitlements associated with the IESO Environmental Attributes are hereby transferred and assigned by the Participant to, or to the extent transfer or assignment is not permitted, held in trust for, the IESO and its successors and assigns. The IESO will be entitled unilaterally and without consent deal with such IESO Environmental Attributes in any manner it determines. You acknowledge that the IESO will contact the Participant prior to realizing on any IESO Environmental Attributes. The Participant agrees that it will, from time to time, upon written direction of the IESO, take all such actions and do all such things necessary to: (i) (ii) effect the transfer and assignment to, or holding in trust for, the IESO all rights, title and interest in all IESO Environmental Attributes; and certify, obtain, qualify and register with the relevant authorities or agencies IESO Environmental Attributes that are created and allocated or credited pursuant to applicable laws and regulations from time to time for the purpose of transferring such IESO Environmental Attributes to the IESO. The Participant will be entitled to reimbursement by the IESO of the cost of complying with such a direction provided that the IESO, acting reasonably, has approved such cost of compliance in writing prior to the cost being incurred and provided that such reimbursement will be limited to: (x) the total amount of such cost of compliance that have been approved in advanced by the IESO, multiplied by (y) the applicable Environmental Attributes Funding Percentage. 8. You agree and acknowledge that you have independently assessed the risk of participation in the BRI Program. Toronto Hydro makes no representation, warranty, endorsement or recommendation of any kind regarding any matter including implied warranties or conditions of quality, workmanship, safety, legal compliance or fitness for a particular purpose. Without limiting the generality of the foregoing, the Participant acknowledges that its participation in the BRI Program is based on its own assessment of the BRI Program and not on any reliance or anticipated or projected results and that such participation may not result in the achievement of any electricity savings, which are expressly disclaimed by the Participant. 9. As a Participant, you consent to the collection, use and disclosure of your personal information by the LDC and the IESO in connection with the BRI Program including for purposes of reporting, follow-up Version 3.0 3

4 surveys, studies and audits, and the provision to the IESO of my past and current energy usage for such purpose. I understand that in connection with such reporting, surveys and audits, the IESO and/or the LDC may contact me directly, including by and other electronic means. Pursuant to Canada s anti-spam legislation (hereinafter CASL ), Toronto Hydro, on behalf of the IESO is hereby requesting your Express Consent (as that term is meant in CASL and its associated regulations) to contact you at the electronic address identified in this Application. Please check the following box and initial if: you wish the IESO to communicate with you by in connection with future conservation programs, customer satisfaction surveys and other related purposes. You may withdraw your consent at any time by contacting the IESO at customer.relations@ieso.ca or mail to IESO, 120 Adelaide St. W, Suite 1600, Toronto, Ontario M5H 1T You agree to participate in any survey, studies, audits, evaluations or verifications conducted by Toronto Hydro or the IESO or their respective service providers in connection with the BRI Program including for purposes of the proper administration, monitoring and verification of this agreement or evaluation of the BRI Program and will provide to them reasonable access to the Participant's records and Facility for such purposes. 11. Toronto Hydro and the IESO are committed to protecting the personal information in its custody or control in accordance with applicable privacy laws. The Participant may access Toronto Hydro s privacy policy at and the IESO's privacy policy at Toronto Hydro and the IESO may publicize the Facility's participation in the BRI Program. 13. The Participant will comply, in all material respects, with all laws and regulations required to be complied with in the performance of its obligations hereunder. 14. Except as otherwise provided, this Participant Agreement, constitutes the entire agreement between the parties in connection with its subject matter and supersedes all prior representations, communications, negotiations and understandings, whether oral, written, express or implied, concerning the subject matter of this Participant Agreement. This Participant Agreement may not be varied, amended or supplemented except by an agreement executed by both parties. This Participant Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. The Participant shall do such further acts and execute and delivery or cause to be done, executed and delivered all such further things as may be reasonably require in order to fully perform and to more effectively implement the terms of this Participant Agreement. The invalidity, unenforceability or illegality of any provision in this Participant Agreement will not, to the extent permitted by applicable law, affect the validity, enforceability or legality of any other provision of this Participant Agreement, which will remain in full force and effect. 15. This Participant Agreement will enure to the benefit of and be binding upon the parties and their respective successors and permitted assigns. This Participant Agreement may not be assigned by the Participant to another person other than an affiliate except with the prior written consent of Toronto Hydro, which consent shall not be unreasonably withheld or delayed. 16. This Participant Agreement may be executed and delivered by facsimile transmission or by any other method of electronic execution and the parties may rely upon all such signatures as though such signatures were original signatures. Definitions: FACILITY CERTIFICATION STATEMENT. I confirm that I have read, understood and agree to be bound by the terms and conditions set forth in this Participant Agreement and that I have the authority to bind the Participant. Version 3.0 4

5 Facility/Legal Company Name: Authorized Signature: Title: Date: Independent Electricity System Operator 120 Adelaide Street West, Suite 1600 Toronto, ON M5H 1T1 Toronto Hydro-Electric System Limited. 14 Carlton Street Toronto, ON M5B 1K5 [ address] Version 3.0 5