DRAFT: OCTOBER 13, 2016
REQUEST FOR PROPOSALS FOR 3.0 MW TO 15.0 MW OF
DEMAND RESPONSE IN THE BRANT AREA
[October , 2016]
© Independent Electricity System Operator, 2016
LEGAL_1:40802411.6
TABLE OF CONTENTS
SECTION 1 – INTRODUCTION ......................................................................................................................... 2
1.1
Independent Electricity System Operator ..................................................................................... 2
1.2
Purpose ......................................................................................................................................... 2
1.3
Background of Brant DR Pilot RFP ............................................................................................. 2
1.4
Defined Terms .............................................................................................................................. 3
SECTION 2 – PROJECT REQUIREMENTS....................................................................................................... 3
2.1
Eligibility Requirements ............................................................................................................... 3
SECTION 3 – PROPOSAL REQUIREMENTS ................................................................................................... 4
3.1
Proposal Package .......................................................................................................................... 4
3.2
Responsibility for Project Viability .............................................................................................. 5
SECTION 4 – PROPOSAL REVIEW .................................................................................................................. 5
4.1
Proposal Submission .................................................................................................................... 5
4.2
Review of Requirements .............................................................................................................. 6
4.3
Application of Price Caps and Proposal Scoring.......................................................................... 6
4.4
Available Capacity and Service Agreement Offers ...................................................................... 7
SECTION 5 – SERVICE AGREEMENT FORM AND EXECUTION ............................................................... 8
5.1
Offer & Acceptance ...................................................................................................................... 8
5.2
Overview of the Service Agreement ............................................................................................ 9
SECTION 6 – ADDITIONAL RULES ............................................................................................................... 11
6.1
Confidentiality ............................................................................................................................ 11
6.2
Assignment and Change of Control............................................................................................ 11
6.3
General ....................................................................................................................................... 12
6.4
Reserved Rights .......................................................................................................................... 12
6.5
Interpretation .............................................................................................................................. 13
Appendix A – Definitions
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2
SECTION 1 – INTRODUCTION
1.1
Independent Electricity System Operator
The Independent Electricity System Operator (the “IESO”) works at the heart of Ontario’s power
system – ensuring there is enough power to meet the province’s electricity needs in real time while
also planning and securing energy for the future. It does this by balancing the supply of and demand
for electricity in Ontario through the electricity markets, planning for the province’s medium- and
long-term energy needs and securing clean sources of supply to meet those needs. The IESO is also
responsible for fostering the development of a conservation culture in the province.
The IESO is governed by an independent board of directors whose chair and directors are appointed
by the Government of Ontario. Its fees and licenses to operate are set by the OEB and it operates
independently of all other participants in the electricity market.
Credit ratings for the IESO have been issued by Moody’s and DBRS and additional information
about the IESO can be obtained from the IESO’s website at www.ieso.ca.
1.2
Purpose
Through this request for proposals (the “Brant DR Pilot RFP”) and pursuant to its authority as
described in Section 16, Chapter 7 of the Market Rules, the IESO is seeking to competitively procure
between 3.0 MW and approximately 15.0 MW of Local Demand Response Service. The IESO is
seeking proposals (“Proposals”) from interested parties (each, a “Proponent”) to acquire Local
Demand Response Service from Load Reduction, Behind the Meter Generation or Behind the Meter
Storage from resources that are connected to specific stations within the Brant area. Proponents may
be either a Demand Response Aggregator or a Demand Response Direct Participant.
The monthly amount that could be paid out to each Project contracted under this initiative,
determined in accordance with Section 4.3, must not exceed the Individual Price Cap, and the
aggregate amount that could be paid to all Projects awarded Service Agreements under the Brant DR
Pilot RFP must not exceed the Overall Price Cap for this initiative. The Individual Price Cap is set
out in Section 4.3(b). The Overall Price Cap is confidential, and will not be disclosed to Proponents.
1.3
Background of Brant DR Pilot RFP
In April 2015, the IESO released an Integrated Regional Resource Plan (“IRRP”) for the Brant area
which outlined the changing electricity needs of the Brant area over a 20-year period, from 2014 to
2033. The Brant area is expected to experience continued population and industrial growth in the
coming decades and, as such, the IRRP identified investments for implementation to meet near- and
medium-term electricity needs. One of the near-term recommendations outlined in the IRRP was for
the IESO to investigate opportunities for a Demand Response pilot program and to identify costs and
determine feasibility and potential of Demand Response to meet supply capacity needs in the Brant
area.
For more information, see the Brant IRRP: http://www.ieso.ca/Pages/Ontario's-PowerSystem/Regional-Planning/Burlington-to-Nanticoke/Brant.aspx.
The Brant DR Pilot RFP is being implemented by the IESO, with input from the Brant area local
distribution companies (Energy+ Inc. (formerly Brant County Power Inc.), Brantford Power Inc. and
Hydro One Distribution) (collectively, the “LDCs”) in response to the IRRP. The intention of this
pilot program is to secure between 3.0 MW and approximately 15.0 MW of Demand Response
resources provided by load customers supplied by the Brant TS and Powerline MTS for months of
LEGAL_1:40802411.6
3
June to September 2017, inclusive. Each Project must be available at a minimum to provide Demand
Response from the beginning of hour ending 15:00 (EST) to the end of hour ending 18:00 (EST) (the
“Core Curtailment Block”) on Business Days from June 1, 2017 to September 30, 2017. Additional
priority will be granted to Projects capable of providing Demand Response on Business Days for
either or both of the following periods (i) the beginning of the hour ending 11:00 (EST) to the end of
the hour ending 14:00 (EST) (“Curtailment Block A”), and (ii) the beginning of the hour ending
19:00 (EST) to the end of the hour ending 22:00 (EST) (“Curtailment Block B”).
Although the Brant DR Pilot RFP is only for the period commencing at the beginning of June 2017
until the end of September 2017, as stated above, at this time the IESO anticipates running one more
request for proposals in the Brant area on similar terms to the Brant DR Pilot RFP, for the period of
June 2018 until September 2018. However, Proponents are cautioned that there is no certainty at this
time whether this subsequent request for proposals will be run, and if it is run, as to the terms or
conditions that will apply.
The Brant DR Pilot RFP is also intended to develop a request for proposals process that can be reused in other regions in the Province to meet other regional requirements in the future. Findings
from the Brant DR Pilot RFP will help to inform potential program designs, associated costs, process
efficiencies, and the feasibility of using local demand response as an effective non-wires alternative
to meet an area’s capacity needs.
1.4
Defined Terms
Capitalized terms used in the Brant DR Pilot RFP have the respective meanings ascribed to them in
Appendix A. Terms and acronyms used in this document that are italicized have the meanings
ascribed thereto in Chapter 11 of the Market Rules.
SECTION 2 – PROJECT REQUIREMENTS
2.1
LEGAL_1:40802411.6
Eligibility Requirements
(a)
A Proponent may be either a Demand Response Aggregator or a Demand Response
Direct Participant, so long as the Project meets all the other eligibility requirements.
(b)
In order to be eligible to participate in the Brant DR Pilot RFP, a Project must meet
the following requirements:
(i)
be capable of reducing grid-supplied electricity consumption at specified
times through the use of Load Reduction, Behind the Meter Generation or
Behind the Meter Storage (“Demand Response” or “DR”);
(ii)
be located at a load facility or set of load facilities that are supplied by the
Brant TS or the Powerline MTS;
(iii)
be capable of providing Demand Response as per the obligations set out in
Schedule 8 of the Service Agreement (“Local Demand Response
Service”), which include:
A.
being available to provide Demand Response on Business
Days from June 1, 2017 to September 30, 2017;
B.
being capable of providing Demand Response for the entire
Core Curtailment Block and any Operational Curtailment
4
Blocks selected in the Proposal, subject to an overall
maximum of 25 activations; and
C.
being capable of a Ramp Time of two hours or less,
(iv)
not include any load facilities that are or will become dispatchable loads
during the term of the Service Agreement;
(v)
have a Demand Response Capacity greater than or equal to 5% of the
Maximum Facility Load, and have Demand Response Capacity of 1.0 MW
or more and less than or equal to 15.0 MW;
(vi)
not be or have been the subject of a contract with the IESO, the Ontario
Electricity Financial Corporation, the Government of Ontario or any other
agency of the Government of Ontario, where such contract has a total term
length of 10 years or longer.
SECTION 3 – PROPOSAL REQUIREMENTS
3.1
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Proposal Package
(a)
Proposals will only be accepted by the IESO commencing at 10:00:00 a.m. local
time on [January 3, 2017] until 4:00:00 p.m. local time on [January 13, 2017] (the
“Submission Window”). Proposals submitted outside the Submission Window will
not be reviewed.
(b)
A Proponent must provide with its Proposal a certified cheque, bank draft or money
order payable to the “Independent Electricity System Operator” in the amount of
$1,000, which fee is inclusive of HST and shall be non-refundable regardless of
whether the Proposal is accepted by the IESO (the “Proposal Fee”). For certainty,
the IESO will not accept cash, personal cheques or business cheques. Payment of the
Proposal Fee for multiple Proposals shall not be combined, i.e., a separate Proposal
Fee must be submitted for each Project.
(c)
Each Proposal must include a completed proposal form in the Prescribed Form (the
“Proposal Form”), which shall include, for example, the following details regarding
the Proposal: Demand Response Capacity, Project location, and such other
information as is requested in the Proposal Form.
(d)
Each Proposal must include a completed pricing form in the Prescribed Form (the
“Pricing Form”), which shall include the Proponent’s proposed Availability Blocks,
Availability Payment (in $/MW-month) and Energy Payment (in $/MWh). The
minimum permitted Energy Payment is $0 and the maximum permitted Energy
Payment is $2000/MWh.
(e)
If the Proponent is subsequently offered a Service Agreement, the Availability
Payment and Energy Payment shall be as set out in the Pricing Form. As set forth in
Section 4.1(b), the Pricing Form must be submitted to the IESO in a separate,
opaque, sealed envelope. The parameters set forth in the Pricing Form must not
be disclosed or described in any other part of the Proposal, or otherwise
disclosed to the IESO or any other Proponent. If the foregoing rule is violated,
the IESO reserves the right to disqualify the Proposal.
5
3.2
(f)
Each Proposal must include a confirmation in the Prescribed Form (the
“Contributor Confirmation”) executed by each proposed Demand Response
Contributor that will be contributing Demand Response to the Project if awarded a
Service Agreement. For greater certainty, as a Demand Response Direct Participant
is considered to be the Demand Response Contributor in respect of its own Project,
where the Proponent is a Demand Response Direct Participant it must execute the
Contributor Confirmation.
(g)
Each Proposal must include Contributor Confirmations in respect of Demand
Response Contributors totalling the Demand Response Capacity. The Demand
Response Capacity of any proposed Demand Response Contributor for which the
Proposal does not include an executed Contributor Confirmation shall be excluded
for the purposes of determining the Demand Response Capacity of the Project. If
more than one Proposal submitted to the IESO contains a Contributor Confirmation
from the same Demand Response Contributor, only the earliest dated Contributor
Confirmation shall be accepted. If two Contributor Confirmations are received from
the same Demand Response Contributor with the same date, none of such
Contributor Confirmations shall be accepted.
Responsibility for Project Viability
(a)
Notwithstanding anything contained in the Brant DR Pilot RFP or in the Service
Agreement, Proponents are solely responsible for ensuring the technical, regulatory
and financial viability of their Projects, and the IESO shall have no responsibility
whatsoever to independently assess the viability of any Proposal or Project nor any
liability whatsoever in the event that a Project turns out not to be viable in any
respect. For greater certainty, Proponents are solely responsible for satisfying the
requirements in the Service Agreement and for any financial consequences they may
incur resulting from a failure to meet such requirements, however caused.
(b)
Proponents are encouraged to seek their own independent legal, technical and other
professional advice, as needed, prior to submitting a Proposal.
SECTION 4 – PROPOSAL REVIEW
4.1
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Proposal Submission
(a)
Proponents who wish to participate in the Brant DR Pilot RFP must submit a
Proposal to the IESO during the Submission Window in accordance with the
specific details set out in the Proposal Form, together with all documents required to
establish that the Proponent has satisfied all of the Project and Proposal eligibility
requirements set out in Section 2 and Section 3, respectively.
(b)
Each Proposal must include the following in a sealed envelope or package marked
“Proposal”: (i) the Proposal Fee; (ii) one original hard copy of the Proposal Form,
schedules, attachments and other documents specified in the Proposal Form (other
than the Pricing Form); (iii) one electronic copy provided on a USB key containing
searchable PDFs of the Proposal Form, schedules, attachments and other documents
specified in the Proposal Form (other than the Pricing Form); and (iv) the Pricing
Form in a separate, sealed, opaque envelope labelled with “Pricing Form” and the
Proponent’s name (collectively, the “Proposal Package”).
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(c)
4.2
4.3
LEGAL_1:40802411.6
Proponents are required to submit complete Proposal Packages to the IESO at 120
Adelaide Street West, Suite 1600, Toronto ON, M5H 1T1, Attention: Brant DR Pilot
RFP, during the Submission Window and in accordance with the specific details set
out in the Proposal Form.
Review of Requirements
(a)
After the close of the Submission Window, each Proposal will be reviewed in detail
(excluding the Pricing Form) by the IESO to confirm that the overall Proposal is
complete and that all constituent elements of such Proposal confirm that the Project
satisfies all of the eligibility requirements set out in Section 2 and that the Proposal
satisfies all of the requirements set out in Section 3.
(b)
The IESO reserves the right in its discretion, but is not obligated, to request
clarification, additional information, documentation and statements in relation to any
Proposal at any time. Any such requested clarification, additional information,
documentation or statements must be submitted by the Proponent to the IESO by email within five (5) Business Days of the date of such request, or by such other
means and within such other time frame as may be requested by the IESO, failing
which the Proposal may be rejected as being incomplete.
(c)
The IESO reserves the right to reject any incomplete Proposal, any Proposal that
does not satisfy all of the requirements set out in Section 2 and Section 3 or any
Proposal in respect of which the included information is not satisfactory to the IESO
or its advisors in any respect. For greater certainty, the Proposal Fee will not be
refunded in such circumstances. Where a Proposal has been rejected, the IESO shall
notify the Proponent and give reasons for rejecting the Proposal. A decision by the
IESO to reject a Proposal shall be final and binding and not subject to appeal.
(d)
Once the IESO has confirmed to its satisfaction that a Proposal meets the
requirements set out in Section 2 and Section 3, the Proposal will be submitted to the
process set out in Section 4.3.
Application of Price Caps and Proposal Scoring
(a)
Once the review of requirements for all Proposals has been completed pursuant to
Section 4.2, the Pricing Form envelope for each complete Proposal shall be opened
by the IESO. Any Proposals where the Pricing Form is incomplete, missing, or filled
in incorrectly may be rejected by the IESO. The remaining Proposals shall then be
subjected to the Individual Price Cap and then, if applicable, prioritized pursuant to
Section 4.3(e).
(b)
Following the opening of envelopes containing the Pricing Forms pursuant to
Section 4.3(a), the Deemed Unit Cost (in $/MW-month) of each Project with a
complete Pricing Form shall be tested against a maximum Deemed Unit Cost of
$[37,500]/MW-month (the “Individual Price Cap”).
(c)
The Deemed Unit Cost of a Project shall be determined as follows:
7
Deemed Unit Cost =
where:
Availability Payment
is the Availability Payment specified in the Pricing Form in $/MW-month.
Total Curtailment
Block
is equal to 4 hours per day if no Optional Curtailment Blocks are selected;
is equal to 8 hours per day if one Optional Curtailment Block is selected; or
is equal to 12 hours per day if two Optional Curtailment Blocks are
selected.
Energy Payment
is the Energy Payment specified in the Pricing Form in $/MWh.
Deemed HOEP
is equal to $40.00/MWh.
(d)
If the Deemed Unit Cost of a Project is greater than the Individual Price Cap, the
Proposal shall be rejected by the IESO and not considered any further. If the
Deemed Unit Cost of a Project is less than or equal to the Individual Price Cap, the
Effective Proposal Price shall be determined as follows:
Effective Proposal Price =
where:
OCB Factor
is the Optional Curtailment Block Factor, and is:
equal to 1.00 if no Optional Curtailment Blocks are selected;
equal to 0.85 if one Optional Curtailment Block is selected; or
equal to 0.70 if two Optional Curtailment Blocks are selected.
Availability Payment
is the Availability Payment specified in the Pricing Form in $/MW-month.
Energy Payment
is the Energy Payment specified in the Pricing Form in $/MWh.
Deemed HOEP
has the meaning given to it in Section 4.3(c).
(e)
4.4
Available Capacity and Service Agreement Offers
(a)
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All Proposals that have an Effective Proposal Price shall be ranked from highest
priority to lowest priority, where Proposals with a lower Effective Proposal Price
have priority over Proposals with a higher Effective Proposal Price. In the event that
two Proposals have the same Effective Proposal Price, they shall be prioritized
against one another by random draw.
Starting with the highest priority Proposal (i.e., the Proposal with the lowest
Effective Proposal Price) and working towards the lowest priority Proposal (i.e., the
Proposal with the highest Effective Proposal Price), the IESO will determine
8
whether there is Available Capacity for the applicable Project and if the Project fits
within Overall Price Cap.
(i)
The determination of whether there is Available Capacity for a Project is
made based on the applicable Demand Response Capacity of such Project
and any Available Capacity allocated to higher priority Proposals. So long
as there is sufficient Available Capacity to accommodate at least half of the
Demand Response Capacity of such Project, and the accommodation of such
Project does not result in exceeding the Available Capacity by more than 1.0
MW, the IESO shall consider there to be Available Capacity to
accommodate the entire Project.
(ii)
The determination of whether a Project fits within the Overall Price Cap is
made based on whether the Deemed Unit Cost of such Project, multiplied by
its Demand Response Capacity, when added to the Deemed Unit Cost of
each prior Project awarded Availability Capacity multiplied by their
respective Demand Response Capacities, is less than or equal to the Overall
Price Cap.
If there is Available Capacity for Project and the Project fits within the Overall Price
Cap, the corresponding Proposal is allocated Available Capacity. If there is
insufficient Available Capacity for a Project or the Project exceeds the Overall Price
Cap, the corresponding Proposal is not allocated Available Capacity and the next
Proposal in order of priority will be considered, until all Proposals that have been
prioritized are considered in accordance with Section 4.4(a).
(b)
If the total Demand Response Capacity of all Proposals allocated Available Capacity
is less than 3.0 MW, then the IESO may in its discretion cancel the Brant DR Pilot
RFP. If the total Demand Response Capacity of all Proposals allocated Available
Capacity is 3.0 MW or greater, then all Proposals allocated Available Capacity will
be offered a Service Agreement in accordance with Section 5.1(a).
(c)
Proponents who are offered a Service Agreement must execute such Service
Agreement and provide the required Completion and Performance Security in
accordance with Section 5.1(b).
SECTION 5 – SERVICE AGREEMENT FORM AND EXECUTION
5.1
LEGAL_1:40802411.6
Offer & Acceptance
(a)
Following the IESO’s confirmation that a Proposal meets the requirements set out in
Section 2 and Section 3, if the IESO has determined that there is sufficient Available
Capacity for the Project, the IESO will accept the Proposal and provide notice to the
Proponent in respect of such Project for which the IESO shall offer a Service
Agreement (the “Offer Notice”). The Service Agreement will be populated based on
the information set out in the Proposal, including the Pricing Form.
(b)
A Proponent will have fifteen (15) Business Days from the date of the Offer Notice
to accept the offered Service Agreement. A Proponent may accept and enter into the
Service Agreement by printing and executing the offered Service Agreement and
delivering the executed agreement together with the required Completion and
Performance Security to the IESO in accordance with the instructions in the Offer
9
Notice. See Section 5.2(b) for additional information on the Completion and
Performance Security requirements.
(c)
5.2
If the IESO does not receive the executed Service Agreement and Completion and
Performance Security from the Proponent within fifteen (15) Business Days from
the date of the Offer Notice, the Proposal shall be deemed to have been withdrawn,
the offer of a Service Agreement shall be revoked and the Available Capacity and
the share of the Overall Price Cap previously allocated to such Proposal shall
become available and re-allocated pursuant to Section 4.4, if there are any remaining
Proposals with an Effective Proposal Price but for which there was insufficient
Available Capacity or the Overall Price Cap had been reached. For greater certainty,
the 3.0 MW minimum requirement set out in Section 4.4(b) is only applied one time
and shall not be re-applied in the event that a Proponent fails to execute its Service
Agreement and provide the required Completion and Performance Security.
Overview of the Service Agreement
[NTD: The overview of the Service Agreement may be updated once the Service
Agreement is in final draft form.]
LEGAL_1:40802411.6
(a)
This Section 5.2 provides an overview of certain sections of the Service Agreement
and is for descriptive purposes only. For greater certainty, to the extent that there is
any inconsistency between Section 5.2 and the Service Agreement, the Service
Agreement shall prevail. Capitalized terms used in this Section 5.2 but not otherwise
defined in the Brant DR Pilot RFP have the meanings given to them in the Service
Agreement.
(b)
On execution, the Service Provider will be required to provide Completion and
Performance Security in an amount equal to $10,000/MW of Contract Capacity. The
Completion and Performance Security must be in the form of a certified cheque,
bank draft or money order issued by a Schedule I, II or III bank. The Completion
and Performance Security will be held by the IESO until the end of the Contract
Service Term and provided there is no default under the Service Agreement, it will
be returned to the Service Provider.
(c)
The Service Agreement stipulates the obligations that a Service Provider will be
required to meet in order to achieve Certification and for the Contract Payment to
begin to accrue on June 1, 2017. The Certification requirements include certain
registration requirements (as further detailed in Section 5.2(d)), data submission
requirements, and the performance of a Certification Test during May 2017.
(d)
The Service Agreement will require the Service Provider to register and become
authorized pursuant to the Market Rules as a demand response market participant.
For greater certainty, if any exemption or amendment to the Market Rules is
required by the Service Provider, the Service Provider shall be solely responsible for
obtaining such exemption or amendment.
(e)
The Service Provider will be required to provide the IESO with certain specified
information about its Demand Response Contributors, including each contributor’s
physical address and settlement meter identification, as well as aggregated
Measurement Data from all Demand Response Contributors’ meters on a monthly
basis. For greater certainty, it is the responsibility of the Service Provider to ensure
that all of its Demand Response Contributors are adequately metered and to collect
10
the required meter data from the applicable LDC and submit its monthly meter data
to the IESO.
(f)
A Demand Response Resource may be activated up to 25 times on Business Days in
the period of June 1, 2017 to September 30. 2017, during the specified Hours of
Availability. In order to activate a Demand Response Resource, the IESO must
provide a Standby Notice by 07:00 (EST) on that day and an Activation Notice by
no later than 2.5 hours prior to the start of the first hour of the Activation Period.
Each Activation Period will commence on an Hour of Availability specified by the
IESO in the Activation Notice, and will end on the last Hour of Availability for the
applicable Demand Response Resource.
(g)
In respect of each Settlement Month during the period of June 2017 to September
2017, the Service Provider will be paid a Contract Payment. The Contract Payment
comprises five components as follows, and cannot be less than zero:
(h)
LEGAL_1:40802411.6
(i)
the first component of the Contract Payment is the Demand Response
Availability Payment and is calculated as the Availability Payment
multiplied by the Contract Capacity;
(ii)
the second component of the Contract Payment is the Demand Response
Energy Payment and is calculated by summing the Energy Payment minus
the hourly Ontario energy price for each Activation Hour in respect of the
applicable Settlement Month;
(iii)
the third component of the Contract Payment is the Demand Response
Availability Charge, and is a set-off for when the Demand Response
Resource is on an Outage. For a Timely Notice Outage Day, where notice
was given to the IESO prior to 06:00 (EST) on such day, the set-off is equal
to the day’s pro rata Availability Payment; for an Outage Day that is a Late
Notice Outage Day, the set-off is equal to two times the day’s pro rata
Availability Payment;
(iv)
the fourth component of the Contract Payment is the Demand Response
Capacity Charge, and is a set-off for any Activation Period where the
Delivered Demand Response is less than 80% of the Delivered Demand
Response called for under the Service Agreement. The amount of the set-off
is equal to four times the day’s pro rata Availability Payment; and
(v)
the fifth component of the Contract Payment is the Demand Response
Dispatch Charge, and is a set-off for any Activation Hour where the
Delivered Demand Response is less than 85% of the Delivered Demand
Response called for under the Service Agreement. The amount of the set-off
is equal to two times the hour’s Demand Response Energy Payment.
It is the Proponent’s sole responsibility to read and understand all of the terms,
conditions, and obligations of the Service Agreement (and any related documents
referenced therein) prior to submitting any Proposal. Should a Service Provider fail
to meet its obligations outlined in the Service Agreement, the Service Provider and
its Project may be subject to reduced payments, retention by the IESO of the
Completion and Performance Security, liquidated damages and termination of the
Service Agreement.
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SECTION 6 – ADDITIONAL RULES
6.1
Confidentiality
(a)
6.2
(i)
is not to be used for any purpose other than submitting a Proposal to the
Brant DR Pilot RFP and the performance by the Service Provider of its
obligations under the Service Agreement;
(ii)
must not be disclosed without the prior written authorization of the IESO,
other than to the Proponent’s or Service Provider’s partners, advisors, local
distribution company, the Ontario Energy Board, contractors, lenders and
prospective lenders, provided the disclosing party obtains similar
confidentiality commitments from such third parties; and
(iii)
shall be returned by the Proponent, Service Provider or third party (as
applicable) to the IESO immediately upon request of the IESO.
(b)
Information provided by a Proponent or a Service Provider is subject to, and may be
released in accordance with, the provisions of the FIPPA. Notwithstanding any
confidentiality statement provided by the Proponent or Service Provider, the IESO
may be required to disclose information which is provided to the IESO by a
Proponent or Service Provider and is otherwise not protected from disclosure
through an exemption in FIPPA or any other applicable legislation, regulation or
policy. Proponents should not assume that such an exemption is available.
(c)
Information provided by a Proponent or a Service Provider in relation to a Project,
including Project type and name, Demand Response Capacity, Proponent or Service
Provider name and whether the Proponent or Service Provider is a Demand
Response Direct Participant or a Demand Response Aggregator, may be disclosed
by the IESO on the Website or otherwise, and such disclosure may be made on an
individual basis, or aggregated with information provided by other Proponents or
Service Providers.
(d)
Proponents are advised that their Proposals will, as necessary, be disclosed on a
confidential basis to the IESO’s counsel, consultants, the IESO’s process monitor or
fairness advisor, LDCs, the Government of Ontario, and other advisors retained for
the purpose of administration of the Brant DR Pilot RFP.
(e)
Each Proponent (including any consultants working with such Proponent) must not
be involved in determining the contents of the Pricing Form of any other Proponent,
nor coordinate the contents of its Pricing Form with that of any other Proponent, and
must keep the contents of its Pricing Form confidential.
Assignment and Change of Control
(a)
LEGAL_1:40802411.6
All information provided by or obtained from the IESO in any form in connection
with the Brant DR Pilot RFP, either before or after the execution of a Service
Agreement, that is not otherwise publicly available is the sole property of the IESO
and must be treated as confidential, and
A Proponent shall not assign its Proposal to another Person other than a Proponent
Related Person, except with the prior written consent of the IESO, which consent
may not be unreasonably withheld.
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6.3
6.4
(b)
A Proponent shall not permit or allow a change of Control of such Proponent, except
with the prior written consent of the IESO, which consent may not be unreasonably
withheld.
(c)
If a Proponent violates any provision of this Section 6.2 the IESO shall be entitled to
reject the Proposal.
General
(a)
Each Proponent shall be solely responsible for its own costs and expenses relating to
the preparation and submission of its Proposal and the development of the Project,
whether or not a Proposal is rejected or the Brant DR Pilot RFP is suspended,
cancelled, revoked or revised. Under no circumstances whatsoever shall the IESO be
liable for any indirect, punitive or consequential damages associated with the
Proponent’s participation in the Brant DR Pilot RFP.
(b)
The IESO shall not be liable to pay any Proponent’s costs or expenses under any
circumstances. In particular, the IESO will not reimburse the Proponent in any
manner whatsoever in the event of rejection of any or all Proposals or in the event of
the cancellation or suspension of the Brant DR Pilot RFP at any time. By submitting
a Proposal, the Proponent irrevocably and unconditionally waives any claims against
the IESO relating to the Proponent’s costs and expenses including, without
limitation, costs in relation to satisfying the Project eligibility criteria described in
Section 2, the Proposal eligibility criteria described in Section 3, and the Proposal
Fee.
(c)
Notwithstanding anything contained in the Brant DR Pilot RFP, the IESO reserves
the right in its discretion, to reject any Proposal in whole or part whether or not
completed properly and whether or not it contains all necessary information.
(d)
The IESO may verify with any Proponent or with any third party any information set
out in a Proposal.
(e)
The IESO reserves the right to cancel all or any part of the Brant DR Pilot RFP at
any time and for any reason or to suspend the Brant DR Pilot RFP in whole or in
part for any reason for such period of time as the IESO shall determine in its
discretion, in each case without any obligation or any reimbursement to the
Proponents.
(f)
The IESO may at any time make changes to the Brant DR Pilot RFP or the form of
Service Agreement (including substantial changes or a suspension or termination of
the Brant DR Pilot RFP), without any liability whatsoever to Proponents or
prospective Proponents.
(g)
The IESO reserves the right to waive any informality or irregularity at its discretion
or to otherwise exercise administrative discretion with respect to a Proposal or a
Proponent’s compliance with the Brant DR Pilot RFP.
Reserved Rights
(a)
LEGAL_1:40802411.6
The rights reserved to the IESO in the Brant DR Pilot RFP are in addition to any
other express rights or any other rights which may be implied in the circumstances,
and the IESO shall not be liable for any expenses, costs, losses or any direct or
13
indirect damages incurred or suffered by any Proponent or any third party resulting
from the IESO exercising any of its express or implied rights under the Brant DR
Pilot RFP.
(b)
6.5
LEGAL_1:40802411.6
By submitting a Proposal, the Proponent authorizes the collection by the IESO of the
information set out in the Proposal and otherwise collected in accordance with the
terms hereof, and the use of such information for the purposes set out in or
incidental to the Brant DR Pilot RFP and the Service Agreement, and for the
purpose of offering, managing and directing the Brant DR Pilot RFP generally.
Interpretation
(a)
Consent. Whenever a provision requires an approval or consent and the approval or
consent is not delivered within the applicable time limit, then, unless otherwise
specified, the Party whose consent or approval is required shall be conclusively
deemed to have withheld its approval or consent.
(b)
Currency. Unless otherwise specified, all references to money amounts are to
Canadian dollars and cents, and shall be rounded to the nearest cent.
(c)
Discretion. Where the IESO may take an action or make a determination under the
Brant DR Pilot RFP, the decision to take such action or make such determination
shall be at the IESO’s sole and absolute discretion.
(d)
Governing Law. The Brant DR Pilot RFP is made under and shall be governed by
and construed in accordance with, the laws of the Province of Ontario and the
federal laws of Canada applicable in the Province of Ontario.
(e)
Headings. Headings of Sections are inserted for convenience of reference only and
do not affect the construction or interpretation of the Brant DR Pilot RFP.
References to “Section” means Sections of the Brant DR Pilot RFP, unless otherwise
specified.
(f)
No Strict Construction. Despite the fact that the Brant DR Pilot RFP was drafted
by the IESO’s legal and other professional advisors, Proponents submitting
Proposals acknowledge and agree that any doubt or ambiguity in the meaning,
application or enforceability of any term or provision in the Brant DR Pilot RFP
shall not be construed against the IESO in favour of the Proponent when interpreting
such term or provision, by virtue of such fact.
(g)
Number and Gender. Unless the context otherwise requires, words importing the
singular include the plural and vice versa and words importing gender include all
genders.
(h)
Severability. If any provision of the Brant DR Pilot RFP or its application to any
party or circumstance is restricted, prohibited or unenforceable, the provision shall
be ineffective only to the extent of the restriction, prohibition or unenforceability
without invalidating the remaining provisions of the Brant DR Pilot RFP and
without affecting its application to the other party or circumstances.
(i)
Statutory References. A reference to a statute includes all regulations and rules
made pursuant to the statute and, unless otherwise specified, the provisions of any
14
statute, regulation or rule which amends, supplements or supersedes any such
statute, regulation or rule.
(j)
LEGAL_1:40802411.6
Time Periods. Unless otherwise specified, time periods within or following which
any payment is to be made or act is to be done shall be calculated by excluding the
day on which the period commences and including the day on which the period ends
and by extending the period to the next Business Day following if the last day of the
period is not a Business Day.
15
APPENDIX A – DEFINITIONS
The following terms shall have the meaning stated below when used in the Brand DR Pilot RFP:
1.
“Availability Blocks” means the Core Curtailment Block, Curtailment Block A and Curtailment
Block B.
2.
“Availability Payment” means the amount specified in the Pricing Form that the Proponent would
be paid if awarded a Service Agreement, for each MW-month that the Project is available to provide
Demand Response, in accordance with the provisions of the Service Agreement.
3.
“Available Capacity” means the total capacity available for the Brant DR Pilot RFP, being 15.0
MW.
4.
“Behind the Meter Generation” means a generation unit that delivers energy to load without using
the transmission systems or distribution systems in Ontario.
5.
“Behind the Meter Storage” means an energy storage facility that delivers energy to a load when
the storage facility is discharging without using the transmission systems or distribution systems in
Ontario.
6.
“Brant DR Pilot RFP” has the meaning set forth in Section 1.2.
7.
“Brant TS” means the Brant Transformer Station on the Brant-Powerline 115 kV subsystem.
8.
“Business Day” means any day of the year, other than a Saturday, Sunday or any day on which
Canadian chartered banks are closed for business in Toronto, Ontario
9.
“Completion and Performance Security” has the meaning given to it in the Service Agreement.
10.
“Contributor Confirmation” has the meaning set forth in Section 3.1(f).
11.
“Control” means, with respect to any Person at any time, (i) holding, whether directly or indirectly,
as owner or other beneficiary (other than solely as the beneficiary of an unrealized security interest)
securities or ownership interests of that Person carrying votes or ownership interests sufficient to
elect or appoint 50% or more of the individuals who are responsible for the supervision or
management of that Person, or (ii) the exercise of de facto control of that Person, whether direct or
indirect and whether through the ownership of securities or ownership interests or by contract, trust
or otherwise, and “Controlled” by has a corresponding meaning.
12.
“Core Curtailment Block” has the meaning set forth in Section 1.3.
13.
“Curtailment Block A” has the meaning set forth in Section 1.3.
14.
“Curtailment Block B” has the meaning set forth in Section 1.3.
15.
“Deemed HOEP” has the meaning set forth in Section 4.3(c).
16.
“Deemed Unit Cost” has the meaning set forth in Section 4.3(c).
17.
“Demand Response” or “DR” has the meaning set forth in Section 2.1(b)(i).
LEGAL_1:40802411.6
16
18.
“Demand Response Aggregator” means a Person that is not a Demand Response Direct Participant
and aggregates at least one Demand Response Contributor to provide a portion of such Person’s
contracted Demand Response Capacity as part of the Local Demand Response Service.
19.
“Demand Response Capacity” means the amount (in MW) of Demand Response a Project is
required to provide when activated in accordance with the Service Agreement.
20.
“Demand Response Contributor” means an interruptible load, Behind the Meter Generation or
Behind the Meter Storage that is owned by a Demand Response Direct Participant or with whom a
Demand Response Aggregator has enforceable rights, and in either case, who will provide all or a
portion, as applicable, of the contracted Demand Response Capacity as part of the Local Demand
Response Service.
21.
“Demand Response Direct Participant” means a Person who is not a Demand Response
Aggregator and whose Demand Response Contributors are owned or controlled by such Person.
22.
“Effective Proposal Price” has the meaning set forth in Section 4.3(d).
23.
“Energy Payment” means the amount specified in the Pricing Form that the Proponent would be
paid, net of HOEP, if awarded a Service Agreement, for each MWh of Demand Response that is
provided, in accordance with the provisions of the Service Agreement.
24.
“EST” means Eastern Standard Time.
25.
“FIPPA” means the Freedom of Information and Protection of Privacy Act (Ontario), as amended
from time to time.
26.
“HST” means the harmonized sales tax exigible pursuant to the Excise Tax Act (Canada), or any
successor thereto.
27.
“IESO” has the meaning set forth in Section 1.1.
28.
“Individual Price Cap” has the meaning set forth in Section 4.3(b).
29.
“IRRP” has the meaning set forth in Section 1.3.
30.
“LDCs” has the meaning set forth in Section 1.3.
31.
“Load Reduction” means the reduction of energy consumption at a facility or a set of facilities that
are connected to the transmission systems or distribution systems in Ontario.
32.
“Local Demand Response Service” has the meaning set forth in Section 2.1(b)(ii).
33.
“Market Rules” means the rules made under Section 32 of the Electricity Act (Ontario), together
with all market manuals, policies, and guidelines issued by the IESO, as may be amended from time
to time.
34.
“Maximum Facility Load” means the maximum instantaneous active power that all of the load
facilities comprising the Project can consume in the aggregate, expressed in MW and rounded down
to the first decimal point.
35.
“MW” means megawatt.
LEGAL_1:40802411.6
17
36.
“OCB Factor” has the meaning set forth in Section 4.3(d).
37.
“OEB” means the Ontario Energy Board, or its successor.
38.
“Offer Notice” has the meaning set forth in Section 5.1(a).
39.
“Optional Curtailment Blocks” means, collectively, Curtailment Block A and Curtailment Block
B, and “Optional Curtailment Block” means either of them, as applicable.
40.
“Overall Price Cap” means the IESO’s confidential overall price cap for the Brant DR Pilot RFP.
41.
“Person” means a natural person, firm, trust, partnership, limited partnership, company or
corporation (with or without share capital), joint venture, sole proprietorship, governmental authority
or other entity of any kind.
42.
“Powerline MTS” means the Powerline Municipal Transformer Station on the Brant-Powerline 115
kV subsystem.
43.
“Prescribed Form” means, in relation to a form, the latest version of the corresponding form
appearing on the Website, as may be amended or replaced by the IESO from time to time and
without notice to the Proponent or Service Provider.
44.
“Pricing Form” has the meaning set forth in Section 3.1(d).
45.
“Project” means a Demand Response resource described in a Proposal.
46.
“Proponent” has the meaning set forth in Section 1.2.
47.
“Proponent Related Person” means (i) any Person that, individually or with any other Person(s),
Controls or is Controlled by the Proponent, or (ii) any Person that, with the Proponent, is Controlled
by a third Person or Persons.
48.
“Proposal” has the meaning set forth in Section 1.2, and includes the Proposal Form and the Pricing
Form.
49.
“Proposal Fee” has the meaning set forth in Section 3.1(b).
50.
“Proposal Form” has the meaning set forth in Section 3.1(b).
51.
“Proposal Package” has the meaning set forth in Section 4.1(b).
52.
“Proposal” has the meaning set forth in Section 1.2.
53.
“Ramp Time” means the amount of time, measured in hours, from an activation order that is
required for a Project to provide its full Demand Response Capacity.
54.
“Service Agreement” means the form of agreement to be entered into by successful Proponents, as
posted on the Website.
55.
“Service Provider” means the counterparty to a Service Agreement with the IESO.
56.
“Submission Window” has the meaning set forth in Section 3.1(a).
57.
“Total Curtailment Block” has the meaning set forth in Section 4.3(c).
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18
58.
“Website”
means
the
IESO’s
Brant
DR
Pilot
RFP
website
at
“http://www.ieso.ca/Pages/Participate/Stakeholder-Engagement/Brant-Local-Demand-ResponsePilot.aspx” or such other website as the IESO shall designate from time to time.
LEGAL_1:40802411.6