ESPA Sales Package 2016 v2

22St.ClairAve.E18thFloorToronto,ONM4T2S3EfficiencyCapitalCorp.com

SavingsPayforUpgrades–TheEfficiencyCapitalNon-DebtFinancingSolution

EfficiencyCapital(EC)workswithbuildingownersandpropertymanagerstounlockenergysavingswhileenhancingbuildingperformance.TheEnergySavingsPerformanceAgreementTM(ESPATM)offersinnovativenon-debtfinancingforhighimpactenergyefficiencyretrofits,paidforfromfutureutilitycostsavings.

TheESPATMwasdevelopedandtrademarkedbytheTorontoAtmosphericFund(TAF),anarms-lengthagencyoftheCityofToronto.EfficiencyCapital(EC)isthesolelicenseeoftheESPATM,whichprovidesbuildingownerswithupto100%ofthefundsrequiredtodocomprehensiveretrofits.ECcapturesmostoftheenergysavingsoverthelifeofthecontractandguaranteesclients’paymentswillnotexceedtheirverifiedenergysavings.

AccordingtotheBuildingOwnersandManagersAssociation(BOMA)ofToronto,50%ofenergyretrofitsfail.Themostcommonreasonswhyincludeinaccurateenergysavingsprojections,improperuseofinstalledenergysavingsfeatures,impropermaintenanceandlackofmonitoring.

Wehaveanenviablerecordofsuccessmeetingenergysavingstargets.RealisticsavingsprojectionsareestablishedinourESPA™contracts,whichrequirebuildingusereducation,qualifiedmaintenanceandperformancemonitoringtoensureallpartiesachievetheirsavingsgoals.Oncecontractsarecomplete,clientsenjoyallthesavingsandtheenhancedvalueofabetterperformingbuildingwhoseefficiencyattractsandretainssatisfiedtenants.

Allourprojectsincludethirdpartyinsuranceandourclients’energyauditsareperformedbyengineeringprofessionalswhohavebeenpre-qualifiedbyanenergyspecialistinsurer.EachauditisreviewedbyateamofenergyspecialistsincludingTorontoAtmosphericFundengineers.

Wefinanceandoverseesuccessfulretrofitsforbuildingsinavarietyofsectors.Wewouldliketohelpyouunlockyoursavings.

Formoreinformation,pleasecontact:

KerenMoynihan,B.Sc.JDMBAVPBusinessDevelopment22St.ClairAvenueEast,18thFloor,TorontoONM4T2S3Tel.:416.887.7625www.efficiencycapitalcorp.com

A non-debt solution to design, engineer, finance, install, insure and manage your energy efficiency retrofits

WHAT WE PROVIDE

SINGLE SOURCE INTEGRATED APPROACH Our team of fi nancial, engineering and project management

professionals have developed a structured approach that mitigates

design and implementation risk and ensures improved performance

and reduced energy consumption while generating ongoing fi nancial

savings.

FREEDOM OF CHOICEAs an independent provider, EC off ers clients the opportunity to

choose from a number of pre-qualifi ed engineers and allows for

fl exibility on equipment choice from reputable suppliers. This fl exibility

ensures building owners receive the best technology at the most

competitive prices.

NON-DEBT FINANCINGEC provides up to 100% fi nancing in a fl exible, non-debt

solution that gives building owners the opportunity to signifi cantly

improve building performance without aff ecting the balance sheet.

INSURED PROCESS MANAGEMENTEC reduces the financial risk of retrofit projects through its

insured evergy savings warranty program. EC or one of its partners

measures and verifies the performance of each retrofit project

using IPMVP, the most widely used and recognized independent

protocol in the world. Quarterly reports are provided to the building

owner demonstrating the energy and cost savings.

Effi ciency Capital (EC) works with owners of commercial, industrial, institutional and multi-residential buildings to enhance their asset values by

originating, fi nancing and overseeing performance guaranteed energy retrofi ts.

THE EFFICIENCY CAPITAL AND TORONTO ATMOSPHERIC FUND ADVANTAGE

Toronto Atmospheric Fund (TAF), a City of Toronto arms-length agency, invests in solutions

that reduce greenhouse gas emissions and air pollution. TAF developed the Energy Saving

Performance Agreement (ESPA™) model, which has led to the reduction of hundreds of

tonnes of emissions. TAF has chosen Effi ciency Capital as its affi liate to fi nance and manage

large-scale energy effi ciency retrofi t projects.

CONTACT: KEREN MOYNIHAN, VP BUSINESS DEVELOPMENT

Ph: 416.887.7625 or email: [email protected] iciencycapitalcorp.com

EC AND TAF IN THE NEWS

“Energy savings has suddenly become a commodity that investors believe is a hot market with money to be made.”

TAF’s innovative fi nancing model for energy effi ciency was the focus of the City of Toronto’s fi nalist designation at the C40 climate leadership awards in Paris. TAF is credited with helping Toronto achieve a 25% reduction in greenhouse gas emissions since 1990.

“For building owners, it’s a debt-free approach to fi nancing energy effi ciency initiatives and reducing carbon footprints of properties. All projects are insured to guarantee project payback.”

HOW OUR ENERGY RETROFIT PROGRAM WORKS?Step 1AUDITEC and its partners work with you to identify and develop

a customized approach that will meet your fi nancing and

technical needs. Through a structured screening process,

we will help you select an engineer or qualifi ed contractor

(depending on project depth) to conduct an energy audit

and acquire required savings and performance data.

Step 2FINANCEUsing the audit data, EC creates a cash fl ow model.

Working closely with the building owner, EC generates the

most viable shared savings arrangement to suit the building

owner’s needs while meeting a minimum return threshold

for EC.

Step 3INSTALLATIONFollowing your acceptance of the project design and

ESPA™ terms, your engineer or contractor (depending

on the project’s technical profi le) procures equipment

and a qualifi ed contractor installs all agreed-upon energy

savings measures, based on the design plan.

Step 4MEASUREMENT AND VERIFICATIONFor the duration of the contract, EC or one of its

partners measures and verifies the performance of

each retrofit project using IPMVP, the most widely

used and recognized independent protocol in the

world. Quarterly reports are provided, demonstrating

the energy and cost savings.

STRATEGIC CHANNEL PARTNERS

EC has carefully selected a comprehensive, well-rounded team of partners to provide building owners and asset managers localized access to our services. This ensures the highest level of professionalism in every step of your retrofi t project.

• Off balance sheet fi nancing retains borrowing capacity to employ your capital elsewhere

• Ability to fi nance energy savings measures with longer payback periods

• Enhance property marketability by reducing operating costs and utility expenses on an ongoing basis

• Flexibility to employ your capital to generate a high guaranteed ROI from your retrofi t through turnkey, insured and managed solution

HOW YOU WILL BENEFIT

A RESOLUTE TRACK RECORD

TAF used its $23 million endowment to develop the ESPA™ approach

to encourage energy effi ciency, diminish greenhouse gases and earn a

healthy return on investment. Success on all three fronts demonstrates

that energy conservation creates a unique business opportunity for

investors and asset owners. Building on TAF’s success, EC is expanding

its market share to include larger scale projects.

YOUR ENERGY SAVINGS ARE INSURED

An ‘A’ rated insurance company insures the performance and

predicted energy savings. If insured savings are lower than expected,

owners don’t pay the diff erence - the insurer and engineers do. EC

intentionally created a complete solution that eliminates the many

barriers and risks to energy conservation in the building sectors.

WHAT YOU CAN EXPECT

A STRATEGIC ALIGNMENT OF INTERESTS

EC generates profi t based on project performance. The higher the performance and energy savings, the greater the benefi t

to the building owner and EC. A key part of EC’s role is to oversee the entire project’s execution to maximize productivity and success.

CONTACT: KEREN MOYNIHAN, VP BUSINESS DEVELOPMENT

Ph: 416.887.7625 or email: [email protected] iciencycapitalcorp.com

22St.ClairAve.E18thFloor

Toronto,ONM4T2S3

EfficiencyCapitalCorp.com

EfficiencyCapital/TorontoAtmosphericFundRetrofitProjectsSummary

Project Location EnergyPerformanceStatus

RobertCookeCo-operative

Homes

GarnetJanesRoad,Toronto ExceedingTargets

HarbourfrontCentre 235Queen’sQuayWest,

Toronto

ExceedingTargets

YMCAofGreaterToronto 20UnionStreet,Brampton MeetingTargets

YMCAofGreaterToronto 99MaryStreetNorth,Oshawa MeetingTargets

YMCAofGreaterToronto 230TownCentreCourt,

Scarborough

MeetingTargets

YMCAofGreaterToronto 325BurnhamthorpeRoad,

Scarborough

MeetingTargets

YMCAofGreaterToronto 567SheppardAvenueEast,

Toronto

MeetingTargets

YMCAofGreaterToronto 7996KennedyStreet,Markham MeetingTargets

GrandTriompheNuvo2

Condominiums

DorisAvenue,Toronto ExceedingTargets

GreenPheonixApartments

KingStreetWest,Toronto MeetingTargets

CathedralHillCondominiums SparksStreet,Ottawa InstallationStage

PerthAvenueHousingCo-

operative

PerthAvenue,Toronto InstallationStage

RoyaleGrande FourWindsDrive,Toronto InstallationStage

TorontoCommunityHousing

Corporation

ArletaAvenue,NorthYork InstallationStage


Corporation

ArletaAvenue,NorthYork InstallationStage


Corporation

TretheweyDrive,NorthYork InstallationStage


Corporation

TretheweyDrive,NorthYork InstallationStage


Corporation

KendletonDrive,Etobicoke InstallationStage


Corporation

KendletonDrive,Etobicoke InstallationStage

Alex Versluis

Vice President, Property Management

YMCA of Greater Toronto

2200 Yonge Street, Unit 300

Toronto, Ontario

M4S 2C6

RE: Reference for Toronto Atmospheric Fund / Efficiency Capital

My experience working with Toronto Atmospheric Fund and Efficiency Capital to install energy sav-

ings measures at six YMCA sites has been a positive one. These retrofits have significantly reduced our

energy costs and the Efficiency Capital approach to financing has been a very good fit for us.

The Energy Savings Performance Agreement is a great way for people who don’t have the capital to

unlock their energy savings. In our case, the retrofits we did with TAF / EC simply wouldn’t have made

the YMCA’s priority list of projects without EC’s funding model. We only see more opportunities to

increase efficiency as we expand.

We’ve been happy with the support we’ve received from TAF and EC and I look forward to future pro-

jects using this innovative approach with the same team.

Sincerely,

Alex Versluis

Vice President, Property Management

YMCA of Greater Toronto

Eligibility Criteria for the ESPATM

Project Size: $400,000 + (can combine buildings)

Building Size: Medium to Large Buildings

Number of Residential Units: 75 +

Equipment Age: 10 years +

Utility Spend (gas, electricity, water): $180,000/year

Building Age: 5 years +

Internal Support: Champion Decision Maker

* Includes $12,500 for audit (approximate cost of Investment Grade Audit after a 50%

government rebate.)

**Assumes money saved is invested in a savings account at 3%.

***This is Year 1 savings. Full term of savings assumed to be 10 years, with utility prices

rising at 4% per year.

Self-Financed ESPA

Total Project Cost* $ 1,012,500 $ 1,012,500

Amount Paid by Building Owner $ 1,012,500 $ 12,500

Savings To Building Owner

Year 1 Energy Savings $170,000 $17,000

Interest Earned on Reserves Not Spent**

$0 $30,000

Total Savings to Building Owner*** $170,000 $47,000

Net Present Value: $461,734 $509,207

Internal Rate of Return: 14.2% 382%

Self-Financed Retrofit vs ESPATM Retrofit

Energy Savings Performance Agreement (ESPATM) Preliminary Application

Private and Confidential Page | 1 of 3

Your contact information:

Name Title

Business/Company Name Email address

Office phone number Mobile phone number

Address Fax number

Building information:

Building Name/Corporation Building Address

Building Type (condo, apartment, commercial, etc.) Building Use(s)

Number of Units within the Building Percentage of Units owned and/or occupied

Annual percentage of Unit ownership turnover Building structure (brick, steel, block, etc.)

Total area (sq. ft.) Number of Storeys

Window type (single, double, sealed) Year Built/Age

Property Management Company Is the Building envelope insulated? (Yes or No)

Describe any previous retrofit work completed

List any recent HVAC equipment replacement

Has the Building completed any energy audits? (Yes or No) If so, please submit with preliminary application

Existing Equipment information:

Roof Top Units or Space Heating Boilers

Type of unit Age Rating No. of units




Domestic Hot Water Boilers



Chiller or Space Cooling System



Make Up Air Unit(s)



Domestic Water Booster Pumps



Building Automation and/or Management Systems

Is there a Building Automation System? (Yes or No) Describe any type of existing controls (for example, on boilers or space heating, etc.)

Common Area Lighting

Type No. of Fixtures Watts per Fixture Hours of Use

Type No. of Fixtures Watts per Fixture Hours of Use

Other

Is there an underground parking garage? (Yes or No) If so, what is the rating of the exhaust fans?

Do the exhaust fans run constantly, or switched via CO detection?

Is there an indoor swimming pool? (Yes or No) If so, describe dehumidification system

Is the building heated electrically? (Yes or No) If so, describe type of thermostatic controls utilized in the suites



Utility information (If available):

Electricity Annual Cost ($) Electricity Annual Consumption (kWh) Utility Provider (i.e. Hydro)

Natural Gas Annual Cost ($) Natural Gas Annual Consumption (m3) Utility Provider (i.e. Union, Enbridge)

Water Annual Cost ($) Water Annual Consumption (L)

Additional information (if applicable):

Past energy audits

Audited Financial Statements (most recent two years)

Reserve Fund Study (most recent)

Building Condition Assessment (most recent)

Percentage of the Building that is foreign owned _______ %

Details of hardship or non‐payment of owner/tenant fees _________________________________________

Number of years within the last 5 years a budget deficit occurred: _______ year(s)

Additional Comments/Notes/Special Instructions:

Name of Person who completed this form: ______________________________________

Title: ______________________________________

Signature: _________________________ Date: _______________________

Thank you for your interest in Efficiency Capital’s ESPATM. We will respond to your request within three business days. Please email this form to [email protected].

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CONFIDENTIALITY AGREEMENT This Confidentiality Agreement (the “Agreement”) is made as of the _____ day of

___________, 2016, (the “Effective Date”) by and between ____________________________, an Ontario/Canadian (circle one) corporation, (“Corporation”) and Efficiency Capital Corp., an Ontario corporation (“Counterparty”), (each of the foregoing referred to individually as “Party” or collectively as the “Parties”).

WHEREAS, the Parties desire to explore the possible participation by Corporation in the Energy Savings Performance Agreement program administered by the Counterparty (the “Proposed Opportunity”); WHEREAS, the Parties expect that, in furtherance of or in connection with the Proposed Opportunity, the Parties will exchange Confidential Information (defined below); and WHEREAS, the Parties desire to set forth certain obligations to preserve the confidential nature and all rights of the Parties in respect to the Confidential Information by one Party to the other Party in connection with the Proposed Opportunity.

NOW, THEREFORE, in consideration of the receipt by the Parties from each other of such Confidential Information for their mutual benefit in connection with the Proposed Opportunity, the Parties hereby agree: 1. Definition. For the purpose of this Agreement, “Confidential Information” means, subject to Section 2, all information disclosed by a Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) pursuant to this Agreement or otherwise in connection with the Proposed Opportunity. Confidential Information includes, without limitation, the substance of the Parties’ discussions regarding the Proposed Opportunity, all confidential or proprietary documents; reports; memoranda; analyses; compilations; summaries; trade secrets; project descriptions; design drawings; computer programs and models and the inputs thereto and outputs therefrom; studies; scientific, engineering, technical, commercial, financial, process or economic data or information; financial and other projections, statements, and results; information pertaining to project-related costs, expenses and operating and maintenance history; pricing proposals; cost analyses; test results; research and business strategies; customer information; and contract terms. Confidential Information may be in any form whatsoever, including, without limitation, writings, computer code or programs, logic diagrams, component specifications, drawings, or other media, and may be written or oral. Confidential Information need not be specifically identified as confidential or proprietary in order to be considered Confidential Information. 2. Exceptions. Notwithstanding the provisions of Section 1, the term Confidential Information shall not include any information which (i) at the time of disclosure or thereafter is generally available to the public (other than as a result of a disclosure by the Receiving Party in violation of this Agreement), (ii) was available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party, provided that such source is not and was not known by the Receiving Party to be bound by a confidentiality agreement that protected such

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information, (iii) has been independently acquired or developed by the Receiving Party without violating any of its obligations under this Agreement, or (iv) was in the lawful possession of the Receiving Party prior to disclosure. 3. Nondisclosure Obligations. The Receiving Party shall keep the Confidential Information confidential and shall not disclose such Confidential Information, in whole or part, to any person or entity other than its subsidiaries or affiliates and their respective officers, directors, employees, agents and representatives (collectively, the “Representatives”) who need to know such Confidential Information in connection with such party’s evaluation of, or participation in, the Proposed Opportunity, except with the prior written consent of the Disclosing Party or as otherwise permitted hereunder. Prior to disclosure of any Confidential Information to any Representative, the Receiving Party shall advise such Representatives of the confidential nature of such information and shall, as a condition precedent to such disclosure, require its Representatives to agree to maintain the confidentiality of the Confidential Information as required by this Agreement. The Confidential Information shall be used by the Receiving Party solely for the purpose of evaluation of or participation in the Proposed Opportunity, and shall not be otherwise used for the Receiving Party’s own benefit or for any purpose detrimental to the interest of the Disclosing Party. In addition, the Receiving Party shall provide at least the same care to avoid disclosure or unauthorized use of the Confidential Information as it provides to protect its own confidential information, which care shall in no event be less than that which is commercially reasonable. The Receiving Party shall not remove any copyright notices or other legal notices appearing on any document comprising Confidential Information. 4. Ownership; Return of Confidential Information. The Disclosing Party retains all ownership rights in all Confidential Information disclosed to the Receiving Party. Upon request by the Disclosing Party, the Receiving Party shall promptly return or destroy such Confidential Information and all copies or other reproductions thereof, and all letters, notes and reports thereof, and all other materials derived from the Confidential Information which is in the Receiving Party's control. Upon request by the Disclosing Party, the Receiving Party shall represent in writing to the Disclosing Party that it has complied with the provisions of this paragraph. Confidential Information which by its nature cannot be destroyed or returned shall remain subject to the terms of this Agreement. Receiving Party shall not assert any right with respect to any of the Disclosing Party’s Confidential Information which may impair or be adverse to the Disclosing Party’s ownership thereof. 5. Intellectual Property. No license under any Disclosing Party’s intellectual property, trade secret, patent, patent application, industrial design, trade mark, copyright, confidential process, formula, plan, computer program, data or other Confidential Information or know how is granted to the Receiving Party or can be implied by disclosure to the Receiving Party of any Confidential Information hereunder. 6. No Warranties. While the Disclosing Party does not have any reason to believe the Confidential Information to be inaccurate, it makes no representation, warranty, or covenant as to the Confidential Information, including, without limitation, accuracy or completeness. The Receiving Party acknowledges that the Disclosing Party shall not have any liability to it resulting from the provision or use of Confidential Information to or by the Receiving Party.

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7. Compliance with Legal Process. In the event that the Receiving Party becomes legally compelled by any governmental, judicial, or regulatory authority to disclose any of the Confidential Information, the Receiving Party shall give the Disclosing Party prompt notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Agreement. In the event that such protective order or other remedy is not obtained, or that the Disclosing Party waives compliance with the terms hereof, the Receiving Party agrees to provide only that Confidential Information that it is advised by opinion of counsel is legally required. 8. Governing Law. This Agreement and all claims hereunder, shall be interpreted, governed and construed under the laws of the Province of Ontario, without regard to principles of conflicts of laws, as if it were executed and to be performed wholly within the Province of Ontario. 9. Remedies for Breach. The Parties acknowledge the competitive value of the Confidential Information and that a breach of this Agreement could result in irreparable harm to the Disclosing Party. As such the Parties agree that in the event of a breach of this Agreement, monetary damages may not be a sufficient remedy for any breach or threatened breach and the Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law or equity. 10. Term. The Parties' obligations under this Agreement will expire five (5) years from the date hereof. In the event that the Parties enter into a contract in respect of the Proposed Opportunity, the term of this Agreement will, if applicable, be extended to match the term of such Proposed Opportunity contract. 11. Counterparts. This Agreement may be executed and delivered (including by facsimile or other electronic transmission) by the Parties in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. 12. No Obligation to Disclose or Proceed. This Agreement does not and shall not be construed to obligate either Party to disclose Confidential Information to the other Party. This Agreement does not constitute a commitment or promise by either Party to proceed with the Proposed Opportunity, in whole or in part. If the Parties elect to proceed with the Proposed Opportunity, all agreements, representations, warranties, covenants, and conditions with respect thereto will be set forth in a separate written agreement to be negotiated and executed by the Parties. 13. Notices. All notices and other communications given in connection with this Agreement must be provided in writing and may be given by delivering them to a Party at their respective address listed on the signature page. 14. No Waiver. Subject to applicable statutes of limitation, no failure or delay, in whole or in part, by the Disclosing Party in exercising any right or power hereunder shall operate as a waiver, full or partial, of such right or power.

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15. Entire Agreement. This Agreement represents the entire understanding and agreement of the Parties hereto with respect to the matters contained herein, and may be amended, modified or waived only by a separate writing executed by both Parties. IN WITNESS WHEREOF, the Parties have duly executed this Confidentiality Agreement as of the date first above written. CORPORATION EFFICIENCY CAPITAL CORP. By: By: Printed Name: ________________________ Printed Name: Mike Vinokur Title: ______________________________ Title: President Date: Date: _______________________________ Address for Notices: Address for Notices: ____________________________________ 22 St. Clair Ave East, 18th floor ____________________________________ Toronto, ON M4T 2S3 ____________________________________ ____________________________________ With a copy, which shall not constitute notice to: ____________________________________ ____________________________________ ____________________________________ ____________________________________

Documents

ESPA Sales Package 2016 v2