November 6, VIA B.C. Utilities Commission 6 th Floor 900 Howe Street Vancouver, B.C. V6Z 2N3

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1 B-3 E. Neil Kornfeld, Q.C. d: File No. WES016/THO131 November 6, 2013 VIA B.C. Utilities Commission 6 th Floor 900 Howe Street Vancouver, B.C. V6Z 2N3 Attention: Ms. Erica Hamilton, Commission Secretary and Director Dear Ms. Hamilton: Re: Creative Energy Canada Platforms Corp. ( Creative Energy ) Application for Approval to Acquire Centre Heat Distribution Limited ( CHDL ) I am pleased to enclose herewith the Creative Energy s responses to the Commission Information Request No.1, together with the attachments referred to in the Response. Yours truly, KORNFELD LLP Per: E. Neil Kornfeld, Q.C. ENK enclosures cc Client

2 BRITISH COLUMBIA UTILITIES COMMISSION OF CREATIVE ENERGY PLATFORMS CORP. TO INFORMATION REQUEST NO. 1 CREATIVE ENERGY CANADA PLATFORMS CORP. TO ACQUIRE CENTRAL HEAT DISTRIBUTION LIMITED 1.0 Reference: Exhibit B-1, Application, p. 2 Locations of Function and Data On page 2 of the Application, it states that the address of Creative Energy s head office and principal place of business is in Vancouver. 1.1 Please confirm that all books, records and supporting data for CHDL s financial and regulatory records will remain in British Columbia. All books, records and supporting data for Central Heat Distribution Limited s ( CHDL ) financial and regulatory records will remain in British Columbia. 1.2 Does Creative Energy agree that it will apply to the Commission for consent to change the location of these records if desired in the future? Creative Energy Canada Platforms Corp. ( Creative Energy ) agrees that it will apply to the Commission for consent to change the location of these records outside of British Columbia. 2.0 Reference: Exhibit B-1, pp. 2-3 Knowledge and Experience of Creative Energy Paragraphs 7 and 8 of the Application states that: Creative Energy was incorporated in the Province of BC on July 3, Creative Energy is a privately held company incorporated for the intended purpose of establishing an energy infrastructure business with a focus on district energy service in urban areas. The goals of Creative Energy are to deliver innovative, cost-effective, reliable and low carbon energy solutions in urban areas. 2.1 Please describe whether Creative Energy or its directors have any experience in the ownership or operation of public or private utilities? District energy systems? Creative Energy notes that in its acquisition of CHDL, it intends to retain existing management and key personnel who have managed the utility to date. Creative Energy is in the process of establishing a new Board of Directors, which will include the financial and utility expertise to support growth and strategic development initiatives. Creative Energy will file information on the composition of the Board as it becomes available. Creative Energy has engaged external advisors with relevant technical, financial and regulatory experience to provide support in: the acquisition of CHDL, responding to City of Vancouver ( City ) RFEOIs, negotiations with the City in respect of growth initiatives and strategic renewal of CHDL. Creative Energy s advisory team includes: Creative Energy to Acquire CHDL 1 BCUC Information Request No. 1

3 Trent Berry, Reshape Infrastructure Strategies Will Cleveland, Reshape Infrastructure Strategies Robert Hobbs (former Chair of the BCUC) Fosdick & Hilmer Inc., (Consulting Engineers) Integral Group Consulting (BC) LLP (Consulting Engineers) Resumes and profiles are provided in Attachment A to these IR responses. Creative Energy is a member of the Westbank group of companies ( Westbank ). Westbank manages a diverse portfolio of businesses including: real estate development, construction, property and asset management, restaurants, hotels and mini-storage facilities. Westbank has been, and continues to be involved in the utility sector in British Columbia through its real estate development activities. Westbank, in partnership with TELUS (collectively the Westbank-TELUS Partnership) is developing a mixed-use commercial and residential development, known as TELUS Garden Development in downtown Vancouver. Westbank conceived of and is incorporating a regulated heating and cooling system for the development. The system will provide thermal energy to an office tower, retail space and residential condo tower. The system will capture waste heat from an adjacent TELUS data centre, along with waste heat from on-site office cooling to supply the bulk of heating needs for all buildings on the site. The system will also be connected to CHDL for peaking and backup (in lieu of on-site boilers). Allowance has been made for the possible future installation of Geoexchange to capture additional waste heat from the data centre to serve additional loads. The Westbank-TELUS Partnership is designing and constructing the system, which will be purchased and operated by FortisBC Alternative Energy Services Inc. (FAES) upon completion and commissioning. Westbank negotiated definitive agreements with FAES, which has applied for and received a CPCN to operate the utility. Westbank has a number of its recent development projects in downtown Vancouver connected to CHDL s existing system in including the Shaw Tower, Shangri-La Hotel, Fairmont Pacific Rim Hotel and the Woodward s development. Westbank, as part of ongoing property management and commercial leasing activities also operates or manages many on-site utilities and manages relationships with utility suppliers. Westbank, in partnership with Ivanhoe Cambridge, is currently planning a large mixed use redevelopment of Oakridge Centre and as part of the planning and rezoning process Westbank has co-funded and co-led (with the City) screening studies of a local campus district energy system. As well, Westbank in conjunction with Creative Energy is currently participating in a city led analysis of a larger district energy system to serve the Cambie Street Corridor. 2.2 Please describe the regulatory experience of Creative Energy and its directors with public utilities? Please see response to BCUC IR1 2.1 Creative Energy to Acquire CHDL 2 BCUC Information Request No. 1

4 3.0 Reference: Exhibit B-1, pp. 2 and 8 Corporate Structure Section 47 of the Application states that: With the continuation of CHDL (subject only to a name change following the close of the Transaction), However, in the Corporate Structure provided on page 2 of the Application, CHDL is shown as a direct, wholly owned subsidiary of Creative Energy with retention of its current legal name. 3.1 Please clarify whether Central Heat Distribution Ltd. will maintain its existing name following the close of the sales transaction? CHDL will maintain its name immediately following the transaction. Creative Energy may change the name of CHDL sometime after closing. Creative Energy will inform the BCUC and stakeholders should a name change occur. 3.2 Please clarify whether Central Heat Distribution Ltd. will continue to exist as a legal entity following the close of the sale transaction? CHDL will continue to exist as a legal entity following the close of the sale transaction. In the RBC reference letter, attached as Schedule C, it states that: We write in connection with Creative Energy Canada Platform Corp. ( CEC ), a fully owned subsidiary of one of our existing clients at the Bank. 3.3 Please clarify who is the parent company of Creative Energy. See BCUC IR1 2.1 and Is the RBC implying that the Creative Energy s parent company has the financial resources to assist Creative Energy in this transaction? If not, please provide evidence to show that Creative Energy has the ability to finance the transaction (not the ability of its parent company). Refer to BCUC IR Creative Energy will fund 100% of the equity to complete the transaction. CHDL will retain its current debt structure with RBC. Creative Energy to Acquire CHDL 3 BCUC Information Request No. 1

5 3.5 Please provide an ownership chart of Creative Energy, its parent company and affiliated companies. Creative Energy is a member of the Westbank group of companies. The direct parent of Creative Energy is Creative Energy Holdings Corp. ( Holdings Corp. ). Creative Energy is the only subsidiary of Holdings Corp. and, assuming the approval of the subject transaction, CHDL will be the only subsidiary of Creative Energy. Ownership Chart of Creative Energy: Creative Energy Holdings Corp. 100% Creative Energy Canada Platforms 100% Corp. CHDL 4.0 Reference: Exhibit B-1, p. 2 Corporate Structure and Allocation of Costs 4.1 Given the new corporate structure, please list all the different types of costs that may incur in the parent company, Creative Energy, which will be allocated to CHDL (corporate, executive, legal, insurance, administration, etc.). Please also include an annual estimate for each type of cost. If only portions of certain costs will be allocated to CHDL, show the percentage, otherwise is it reasonable to assume that 100 percent of the costs incurred at Creative Energy will be directly allocated to CHDL and then recovered through CHDL s customer rates? Creative Energy is not seeking recovery of any specific costs as part of this Application. Creative Energy anticipates it will provide some ongoing services to CHDL (e.g., Board governance and strategic planning activities). It is anticipated a portion of the cost of these activities will be offset by a reorganization of existing functions / costs. Creative Energy will prepare an estimate of incremental costs with supporting justification as part of a future rate application by CHDL. The BCUC will have an opportunity to review and make determinations on these costs as part of that application. Creative Energy has been developing several new projects that may eventually form part of CHDL including major neighbourhood extensions and new energy supply sources. Creative Energy is currently tracking these costs separately and fully independent of CHDL. If, in the Creative Energy to Acquire CHDL 4 BCUC Information Request No. 1

6 future, Creative Energy seeks to recover any of these costs from CHDL, CHDL will apply for recovery as part of future CPCN and/or rate applications as appropriate How will there be certainty that there isn t any duplication of services provided by both Creative Energy and CHDL? Creative Energy anticipates it will provide minimal ongoing services to CHDL. The primary ongoing services would be related to Board governance and strategic business development. CHDL will be seeking approval for these services and costs as part of a future rate application Will there be any shared, corporate or other Services Agreements expected to be constructed between Creative Energy and CHDL? Will these agreements be filed for Commission approval? Creative Energy anticipates that any ongoing corporate services it provides to CHDL may be incorporated in a future management agreement, and recovered through a management fee, which will be filed for commission approval by CHDL as part of a future rate application. 4.2 Will there be a Code of Conduct agreement constructed between Creative Energy and CHDL? Will this agreement be filed for Commission approval? At this time, Creative Energy does not plan to implement a code of conduct, as contemplated in the Retail Markets Downstream of the Meter (RMDM) Guidelines and in the Alternative Energy Services (AES) Report. CHDL is the only subsidiary of Creative Energy. All growth and development initiatives currently being pursued by Creative Energy are expected to form part of CHDL. Creative Energy does not currently anticipate any non-regulated businesses or conflicts of the type contemplated in the RMDM Guidelines and AES Report. Creative Energy will develop and file a Code of Conduct and Transfer Pricing Policy for approval by the Commission if and when it becomes necessary. 4.3 For any services provided by CHDL to Creative Energy (or vice versa, from Creative Energy to CHDL) relating to the development of service areas that are currently outside of CHDL s service area (such as the developments of innovative/low carbon systems in certain district energy systems), please explain how these cross-charges will be tracked, charged and governed. Existing CHDL management and staff have had minimal involvement in Creative Energy initiatives to date. Where services have been provided - primarily preliminary design services and developer meetings related to North East False Creek ( NEFC ) - CHDL has been instructed to track staff time separately. These costs will be allocated to the development costs for NEFC or other initiatives as appropriate and subject to BCUC review in future CPCN and rate applications. Creative Energy to Acquire CHDL 5 BCUC Information Request No. 1

7 Creative Energy is tracking internal and external costs on individual initiatives fully independent of CHDL. CHDL may seek recovery of those costs as part of future CPCN and/or rate applications as appropriate. 5.0 Reference: Exhibit B-1, p. 2 Corporate Structure and Revenues 5.1 With the new corporate structure, please explain the revenue source for Creative Energy. Will it be charging a management fee to CHDL? CHDL is currently the only subsidiary of Creative Energy. Following closing and integration, Creative Energy anticipates minimal ongoing expenses in Creative Energy. Creative Energy anticipates it will provide ongoing governance and strategic development support to CHDL. Any proposal for management services and fees will be brought forward for BCUC approval as part of a future rate application. Creative Energy is incurring development costs for certain new growth and development capital initiatives. It is expected any such development costs will be capitalized and subject to BCUC approval as part of future CPCN and/or rate applications by CHDL. Creative Energy is not seeking any determinations in these matters as part of this Application. 5.2 With the new corporate structure, will CHDL be required to pay a dividend to Creative Energy? If yes, on what basis? Dividends to the shareholder will be determined by the CHDL Board on a periodic basis subject to BCUC specified capitalization requirements and growth prospects. 6.0 Reference: Exhibit B-1, pp. 3, 4, and 7 Corporate Vision Creative Energy is a privately held company incorporated for the intended purpose of establishing an energy infrastructure business with a focus on district energy service in urban areas. The goals of Creative Energy are to deliver innovative, cost-effective, reliable and low carbon energy solutions in urban areas. (Para. 8) further discussions and negotiations with respect to the expansion of district energy service and the development of low carbon energy systems for Downtown Vancouver. (Para. 14) negotiations underway regarding a new franchise for district energy service in NEFC and to also notify them of the pending Transaction and desire of the new shareholder of CHDL to negotiate directly with the City to deliver a solution for NEFC through CHDL. (Para. 26) Creative Energy is exploring opportunities to renew and grow CHDL s current service. (Para. 40) Creative Energy to Acquire CHDL 6 BCUC Information Request No. 1

8 6.1 Please discuss how the corporate vision of Creative Energy is the same as, similar to, or different from the current vision of CHDL? Creative Energy s vision builds and expands upon the current vision of CHDL. Creative Energy seeks to build on the historical success of CHDL while responding to new emerging issues such as new building standards (e.g., LEED), new City goals and policies, changing customer expectations, volatile energy prices, evolving carbon policies, and changes in technology. Creative Energy s vision is to grow CHDL s service area significantly, add additional and complementary utility services and pursue alternative generation and distribution technologies where appropriate. Creative Energy is currently in negotiations with the City with respect to many of these opportunities. Creative Energy anticipates all of these initiatives will be regulated by the BCUC and will be subject to review and approval as part of future CPCN and/or rate applications by CHDL. Creative Energy is not seeking any determinations regarding these initiatives nor is it proposing any changes in the service received by existing customers as part of this application. 6.2 Please generally discuss how this corporate vision will impact (if any) the energy infrastructure of CHDL in the next 5 years? Creative Energy s corporate vision will impact two major areas of CHDL s energy infrastructure. First, Creative Energy is developing plans and negotiating agreements to extend CHDL infrastructure to major new developments. These extensions will build upon the current system but may in certain areas utilize hot water networks. Hot water is more common than steam in new district energy systems. Modern hot water networks typically have lower losses and lower maintenance requirements than steam, and they offer greater flexibility in energy sources. Creative Energy sees an opportunity to utilize hot water in certain extensions to reduce costs and provide greater flexibility in supply planning. Second, Creative Energy is exploring new and alternative sources of both steam and hot water to manage costs, lower fuel price volatility, reduce greenhouse gas emissions and liability, increase supply diversity, and meet new building code and certification requirements. All of these initiatives are long-term in nature and will be subject to Commission review and approval as part of future CPCN and/or rate applications. 6.3 Please generally discuss Creative Energy s views on the regulation of district energy systems. How should they be priced, how should the rates be determined, should the assets from individual systems be pooled or kept separate? Creative Energy has engaged advisors that are very familiar with the district energy issues and developments, both locally and globally. Creative Energy has also monitored relevant Commission proceedings such as the 2012 Alternative Energy Solutions Inquiry and the Thermal Energy System Utilities Framework. Creative Energy s development efforts to date have all assumed current approaches to regulation and pricing of district energy in B.C., specifically cost of service regulation by the Commission. Creative Energy is open to other forms of pricing (e.g., performance-based ratemaking) but is not proposing any change in the form of regulation of CHDL at this time. All of the initiatives being actively pursued by Creative Energy are expected to be connected in Creative Energy to Acquire CHDL 7 BCUC Information Request No. 1

9 some manner to and served by the current CHDL system, although: the form of extension may be different (e.g., hot water vs. steam); temporary infrastructure may be required for bridging in some cases; and there may be additional terms and conditions associated with some extensions (e.g., carbon intensity commitments to meet City requirements and building certification requirements). Creative Energy expects all major extensions and new agreements will be subject to Commission review and approval. Creative Energy expects that while all currently contemplated assets will be interconnected over the long-term, separate rate treatment may be required in certain cases. These issues will be the subject of future applications to the Commission. 6.4 Is Creative Energy aware of the Commission initiated inquiry into and subsequent report, dated December 27, 2012, on alternative energy service offerings 1 in BC? Creative Energy and its advisors are aware of and have reviewed the December 27, 2012 report. 6.5 Is Creative Energy aware of the Commission Staff s initiative in the development of the Thermal Energy Services Regulatory Framework model 2, a proceeding currently before the Commission? Creative Energy and its advisors are aware of and have reviewed the draft Thermal Energy Services Regulatory Framework. CHDL has been participating in that process. 6.6 In accordance with Creative Energy s corporate vision (as referenced in the preambles to this question) and in consideration of the AES Report recommendations, will a separate legal entity or separate business structure be established for district energy systems that will be developed in the future? That is, for district energy systems separate from the existing CHDL system currently serving the downtown core? No separate legal entity is currently contemplated in relation to the initiatives contemplated for downtown Vancouver. It is anticipated that all of the initiatives currently under active development for the downtown will eventually be connected in some manner to the existing CHDL system. Creative Energy expects that changes in existing tariffs and/or additional tariffs may be required in certain cases. These will be the subject of future applications to the BCUC. Paragraph 26 states that: negotiations [are] underway regarding a new franchise for district energy service in NEFC and to also notify them of the pending Transaction and desire of the new shareholder of CHDL to negotiate directly with the City to deliver a solution for NEFC through CHDL. 6.7 Please discuss whether the development of NEFC will be considered an extension of the existing CHDL district energy system or a separate district energy system utilizing a separate and distinct energy source? What are the criteria in making your distinction? 1 In the Matter of the Inquiry into the Offerings of Products and Services in Alternative Energy Solutions and Other New Initiatives (AES Report), December 27, In the Matter of the BCUC Proposed Regulatory Framework and Guide for Thermal Energy Service Utilities, (TES Framework) proceeding. Creative Energy to Acquire CHDL 8 BCUC Information Request No. 1

10 This will be the subject of a future application to the BCUC. NEFC will be connected to the current CHDL system and will initially be served by CHDL. The extension itself is contemplated to be hot water. Creative Energy is currently negotiating agreements with the City, which may contain certain conditions for supplemental energy sources in the future. Given the size of the extension and unique terms and conditions associated with NEFC, Creative Energy anticipates filing a CPCN application, which will include proposals for rate treatment. 6.8 Please describe Creative Energy s definition of a district energy system. What are the criteria which make this distinct from a stand-alone or discrete energy system? The Commission s Draft Thermal Energy Service Utility Scaled Regulatory Framework and Guide (August 27, 2013, p. ii). defines a Thermal Energy System as An energy system for the provision of thermal energy from a variety of energy sources and through a variety of distribution systems. A thermal energy system may include plant, equipment, distribution piping apparatus, property and facilities employed by or in connection with the provision of thermal energy. Creative Energy considers this a reasonable definition of a district energy system. The Commission Report: Inquiry into the Offering of Products and Services in Alternative Energy Solutions and Other New Initiatives (December 27, 2012) defines a typical discrete energy system as having the following characteristics (pp ): a stand-alone system, beyond the traditional utility meter; a single customer; no shared or common facilities beyond the boundaries of a single site. If there is a distribution system, it serves one or more buildings within a site; no use of public rights of way or streets; a system sized to meet the energy demands of a specific, known user; use of a range of possible technologies and energy sources. Creative Energy considers this a reasonable definition of a stand-alone or discreet energy system. 6.9 What are Creative Energy s views on the regulation of these types of energy systems and why? Creative Energy takes no position on the regulation or rate setting approach to either discrete or district systems in this proceeding. Creative Energy is not seeking any change in the regulation of CHDL (a district energy system under the definition above) and is not currently pursuing any other initiative that would fall within the Commission s definition of a discrete or stand-alone energy system. Creative Energy is not seeking any determination on the definitions of these systems or their regulation as part of this proceeding. Creative Energy expects to supplement and expand over time CHDL s management team and employees based on anticipated growth and renewal under initiatives being developed with the City and subject to future Commission approval where required. (Para. 37(b)) Creative Energy to Acquire CHDL 9 BCUC Information Request No. 1

11 6.10 Please list the current initiatives that are being developed with the City. Creative Energy is currently exploring the following initiatives with the City: A franchise agreement for a hot water district energy system serving the entire North East False Creek (NEFC) neighbourhood. Possible replication of proposed NEFC franchise agreement to other areas of downtown not currently served by CHDL. The development of an innovative pilot project to supply low carbon energy to a new proposed node in South Downtown. This proposal would rely on the City s Downtown Fire Protection System and would eventually allow recovery of waste heat in other parts of downtown. Feasibility analysis and negotiations are ongoing. The possibility of introducing a larger low carbon energy source. This is a long-term development project and feasibility / development work is in early stages. Note, other initiatives may emerge through further discussions with the City. No definitive agreements have been reached on any of these initiatives. If and when definitive agreements are reached on any new initiative, Creative Energy expects they will be subject to Commission approval as appropriate through future CPCN and/or rate applications. 7.0 Reference: Exhibit B-1, p. 4 Municipal Access Agreement CHDL has a Municipal Access Agreement with the City of Vancouver dated September 1, 1999 for a term of 30 years. (Para. 17) 7.1 Please discuss how Creative Energy s corporate vision may impact the terms of the Municipal Access Agreement with the City? Creative Energy and the City do not currently contemplate any change in CHDL s Municipal Access Agreement. Agreements for new expansion areas may include different terms and conditions. Any changes to CHDL s existing Municipal Access Agreement and any new or incremental agreements will be subject to Commission approval, as may be required. 7.2 Please file a copy of the Municipal Access Agreement on record in this proceeding. See Attachment B. On August 22, 2013 and September 5, 2013, representatives of CHDL, Creative Energy and the City of Vancouver met with two of the major land owners in North East False Creek (NEFC) Aquilini Developments and Concord Pacific, respectively to update them on negotiations underway regarding a new franchise for district energy service in NEFC and to also notify them of the pending Transaction and desire of the new shareholder of CHDL to negotiate directly with the City to deliver a solution for NEFC through CHDL. (Para. 26) (underline added) 7.3 Please discuss the implication of the new franchise that is referenced in the above statement. Does new franchise imply an additional service area to be served by CHDL? Or will the NEFC be Creative Energy to Acquire CHDL 10 BCUC Information Request No. 1

12 a municipally-owned system, similar to SEFC, but with an operating agreement for service by CHDL? Please explain. Creative Energy and the City are in the early stages of negotiating a franchise agreement for NEFC. The agreement will cover a new franchise area to be served by CHDL. It may include unique terms and conditions and specific policy support from the City. The City will have no ownership stake in the system, although it may include conditions under which the City can assume or reassign the assets/agreement in the event certain conditions are not met. 7.4 Will the assets of the new district energy service be included in CHDL s operating assets (ratebase) or will a separate division of service be created within CHDL? The assets will be owned and operated by CHDL, subject to Commission approval. The system will be interconnected to CHDL s current system and will rely on the current system for some of its energy supply. Creative Energy anticipates a separate rate class or classes may be required to reflect new terms, conditions, and costs that may be directly assigned to the new franchise area. Creative Energy is not seeking any determination in this matter as part of the share acquisition and CHDL will seek Commission approval of the agreements, plan, and rate design prior to implementation. 8.0 Reference: Exhibit B-1, pp. 2 and 4; Schedule A, Share Purchase Agreement Purchase Price The purchase price under the Share Purchase Agreement (Section 2.2) is Cdn $32M for all of the issued and outstanding common shares of CHDL. (Para. 5(a)) 8.1 Please discuss and provide the calculations to support the purchase price of $32 million. The $32M is a share value based on the book value of CHDL as represented in the 2011 yearend audited financial statements plus the negotiated value of non-utility assets (primarily office leases) and surplus land, which is land that is not used nor useful for utility purposes. Section 2.2 of the Share Purchase Agreement states that the purchase price is: (a) 32 million plus (b) the Retained Earnings Adjustment, minus; (c) the Accounts Receivable Adjustment, minus; (d) any part of the Holdback paid to the purchaser, minus; (e) the Retained Earnings difference, but only if the Retained Earnings differences is between +/-$150, Please explain all of the adjustments to the purchase price that are included in Section 2.2 of the Share Purchase Agreement. Is the Application seeking Commission approval for the price of $32 million firm or is it $32 million plus adjustments? Please clarify. The purchase price was based on the 2011 year-end audited financial statements of CHDL. All adjustments, plus or minus are to reflect the actual financial position of the company at the time of closing. This Application is not seeking Commission approval for the share purchase price. Creative Energy is not proposing any change in the rate base beyond normal year-toyear adjustments from additions and depreciation associated with normal utility business. Creative Energy to Acquire CHDL 11 BCUC Information Request No. 1

13 8.3 Would the adjustments to the $32 million be considered closing or transaction costs? The adjustments to the $32 million are adjustments to purchase price and are not considered transaction or closing costs. Creative Energy is not seeking any changes to the CHDL rate base as a result of the transaction. The Application states that: The CHDL system is in excellent condition. Recent upgrades have included upgraded boiler controls, stack heat recovery, and flu gas recirculation. 8.4 Does the above statement represent CHDL s views of their current system or does Creative Energy share this view as well? The quoted statement reflects representations made to Creative Energy by CHDL as well as, engineering consulting firm Fosdick & Hilmer Inc. in an analysis completed in June of Reference: Exhibit B-1, pp. 2 and 7 Transaction Costs and Closing Costs Creative Energy will not seek to recover from CHDL customers any acquisition premium or transaction costs incurred directly in connection with the Transaction. (Para. 6) 9.1 Please show the calculation of the total acquisition premium for this Transaction and quantify, by way of calculation, that the purchase price is a premium above either i) carrying or book value of the assets or ii) market value of CHDL shares. Creative Energy s acquisition of CHDL includes all utility and non-utility assets and liabilities and is based on the 2011 year-end audited financial statements. Accordingly the premium is calculated as: 2011 Total Assets $ 31,053, Liabilities - $21,860, Equity/Retained Earnings =$ 9,193,415 Total Purchase Price = - $32,000,000* Premium =$22,806,585 (Includes potential Land Value, utility assets and value of non-rate Base Assets in excess of book value) *Equity/Retained Earnings portion of the Purchase Price to be adjusted for actual debt and equity at closing 9.2 Does Creative Energy anticipate allocating any of the purchase premium to intangible assets of CHDL or any item other than Goodwill? If so, please describe. Creative Energy to Acquire CHDL 12 BCUC Information Request No. 1

14 Creative Energy will not allocate any of the purchase premium to CHDL. 9.3 Please confirm that no part of the purchase premium representing the value paid in excess of the carrying or book value of CHDL assets will be recovered from CHDL ratepayers at any time. No part of the purchase premium representing the value paid in excess of the rate base of CHDL will be recovered from CHDL ratepayers at any time. 9.4 What are the transactions costs that would be incurred directly in connection with the Transaction? Transaction costs include due diligence, legal, and tax planning costs. No transaction costs incurred directly in connection with the Transaction will be sought to be recovered from the ratepayers. 9.5 Please confirm that management and staff s time in dealing with matters such as due diligence and regulatory matters (including this application) are considered to be transactions costs that would be incurred directly in connection with the Transaction? Creative Energy costs in dealing with matters such as due diligence and regulatory matters (including this application) are considered to be transaction costs that would be incurred directly in connection with the Transaction How will Creative Energy ensure that such costs will be segregated and accounted for to ensure that such costs are not recovered from CHDL ratepayers. Transaction costs incurred by Creative Energy will not be charged to CHDL. Creative Energy has engaged an external transition team to assist it in the acquisition of CHDL and in ongoing negotiations with the City regarding new initiatives under the City s RFEOI process for low carbon energy solutions in Downtown Vancouver. (Para. 37(e)) 9.6 What is the estimate of the cost for the external transition team? Are these considered transition costs incurred directly in connection with the Transaction? Or will they be considered corporate costs of Creative Energy and then allocated to CHDL? Non-transaction costs for external advisors related to growth and development initiatives are being underwritten by Creative Energy. It is anticipated these initiatives and related development costs will be transferred to CHDL and recovered in rates subject to Commission approval as part of future CPCN and\or rate applications. 9.7 How long does Creative Energy anticipate the use of this external transition team? Creative Energy to Acquire CHDL 13 BCUC Information Request No. 1

15 The external transition team has been retained by Creative Energy on an interim consulting basis. Creative energy anticipates continued use of such consultants from time to time on an as needed basis. 9.8 What are the other transaction costs that may be incurred? Are these the same as closing costs? All legal, due diligence, and tax planning costs related to the transaction are deemed to be transaction costs. Creative Energy does not distinguish between transaction and closing costs. 9.9 Please identify and estimate the closing costs for this Transaction. Please clarify how these closing costs will be recovered? Please see BCUC IR Please provide a breakdown of forecast costs for the external transition team into the following tasks: 1) work related to the acquisition of CHDL; 2) work related to the ongoing negotiations with the City for new initiatives in low carbon solutions. Please see BCUC IR1 9.5, Please discuss how the costs for 2 different tasks will be recovered. Please see BCUC IR1 9.5, Is goodwill considered an acquisition premium? Will there be any goodwill included in the purchase price? If so, how much. Please see BCUC IR Reference: Exhibit B-1, p. 7 Financing The Transaction will not reduce or impair the ability of CHDL to raise debt and equity capital. CHDL will not, as a result of the Transaction, maintain for ratemaking purposes less common equity than that determined by the Commission. (Para. 38) 10.1 Please explain how the transaction may or may not impact CHDL s financing abilities. Will there be any impact on its credit ratings due to the parent ownership? Will Creative Energy be providing parent company financing in the future? Will the carrying costs of CHDL s current credit facilities be impacted by the transaction? Creative Energy to Acquire CHDL 14 BCUC Information Request No. 1

16 RBC as CHDL s current financial institution will continue to meet the debt requirements of CHDL. No impact on CHDL s financing ability, credit rating, current credit facilities or carrying costs is anticipated as a result of the transaction. Creative Energy will provide future equity financing to CHDL as required. CHDL s banker, RBC, has determined the Transaction will have no material impact on the current credit facilities it provides CHDL, as evidenced by their consent to the share transfer. (Para. 39) (underline added) 10.2 Please confirm that the RBC letter, included as Schedule C in the Application, references Creative Energy and not CHDL. The RBC letter, included as Schedule C in the Application, refers to the Westbank group of companies Please confirm that the RBC letter, included as Schedule C in the Application, confirms the financial strength of the parent company to Creative Energy (not Creative Energy itself, nor CHDL) has the financial strength to support the said transaction. The RBC letter, included as Schedule C in the Application, confirms that RBC, as the main creditor of CHDL, is confident that the Westbank group of companies has the financial strength to support the transaction If the Application is referencing another RBC document which supports the above underlined claim, please file as evidence in this proceeding. No other document was being referenced Please provide evidence of the ability of Creative Energy to finance the current acquisition of the issued and outstanding shares of CHDL. Creative Energy is a member of the Westbank group of companies. Westbank has over $1 billion worth of real estate development projects completed or under development and has the ability to finance this transaction. RBC as a financier of Westbank and CHDL is in support of the transaction Please confirm whether CHDL will be required now, or at any time in the future, to guarantee the debt obligations of Creative Energy or any of its current or future affiliates? It is not anticipated that CHDL will be required to guarantee the debt obligations of Creative Energy or any affiliates. Creative Energy to Acquire CHDL 15 BCUC Information Request No. 1

17 11.0 Reference: Exhibit B-1, Application, p. 8 No Violation of Existing Covenants The Transaction will not affect any existing covenants given by CHDL, whether financial, commercial or otherwise. Creative Energy will ensure that CHDL is in a position to meet its capital investment obligations. (Para. 41) 11.1 How will Creative Energy ensure that CHDL s covenant requirements are not affected by the proposed Transaction? Creative Energy does not anticipate any changes by operating the business in a prudent manner How does Creative Energy expect to meet CHDL s capital investment obligations? What will be the source of debt and equity infusions for the next five years? CHDL s capital investment obligations will be met through a combination of lending facilities and equity infusions in accordance with the requirements of the BCUC Reference: Exhibit B-1, p. 8 Regulatory Process CHDL s current management was expecting to file a rate case in They instead will be filing an application for interim rates in December (Para. 48) 12.1 Please clarify whether a Commission decision is required in the current proceeding prior to CHDL filing its interim rate application in December 2013? CHDL management, in consultation with Creative Energy, has decided to file a full rate application in December 2013, with interim rates beginning January 2014, if approved by the Commission. This rate application is required as part of the normal course of business for CHDL. A decision in the current proceeding is not required prior to CHDL filing this rate application. However, Creative Energy anticipates that, based on the original timelines filed in the Application and the interventions to date, the Commission will issue a decision in this proceeding before the end of November Reference: Exhibit B-1, p. 4 Impact of Transaction On August 29, 2013, CHDL management distributed a memo to employees about the Transaction and subsequently met with employees to answer any of their questions about the Transaction Please provide a copy of the employee memo to the Commission. Creative Energy to Acquire CHDL 16 BCUC Information Request No. 1

18 Please see Attachment C Please summarize the concerns of the employees (if any). No concerns were expressed by employees Please discuss any employees benefits as a result of this transaction. It is the opinion of Creative Energy that the acquisition will provide numerous benefits to CHDL including: Additional financial strength Growth opportunities Expanded vision of services, technologies and service areas Creative Energy believes this benefits all constituents including employees and customers Please discuss any customers benefits as a result of this transaction. Please see response to BCUC IR Will this Transaction have any impact on employee or management salaries, other compensation, benefits or pension costs over the next three years? Creative Energy intends to retain existing CHDL management and key personnel. Salaries, compensation, benefits or pension costs will be addressed on an ongoing basis in the normal course of business Will this Transaction have any impact on overall pension plans or strategies, pension plan requirements\conditions for CHDL employees? The transaction will not have any impact on pension plans or strategies, plan requirements/conditions for CHDL employees Reference: Exhibit B-1, Application Ring Fencing 14.1 Please explain why Creative Energy has not proposed any ring fencing mechanisms for this Transaction? Creative Energy submits that ring-fencing mechanisms as listed in this information request are not necessary to protect the public interest. In the past, ring-fencing mechanisms have been imposed by the Commission as a condition of an acquisition when there has been evidence that the credit metrics of the purchaser have been under review such as in the Kinder Morgan Creative Energy to Acquire CHDL 17 BCUC Information Request No. 1

19 purchase of Terasen Inc. In that case, ring fencing was a condition of the transaction to ensure that the utility would continue to operate as a separate, stand-alone entity without parental influence. Creative Energy believes that ring-fencing should be an approval condition to the transaction only in circumstances where there is utility specific evidence that the ring fencing conditions are necessary as was the case in the Kinder Morgan acquisition. There is no such evidence in this proceeding. Moreover, the Commission has recognized in the AES Inquiry and in the proposed TES Guide that additional regulatory burden should not be imposed, particularly on small utilities, unless such requirements are necessary. In these circumstances, CHDL will continue to operate as a separate, stand-alone entity, as stated in BCUC IR1 4.1 and 4.2. As stated in BCUC IR1 2.1, it is anticipated a separate board of directors will be established. Moreover, with the exception of the costs of limited governance oversight and strategic development support (yet to be determined and subject to Commission approval in a future rate application), CHDL will not be incurring fees to be paid to the parent company. The Utilities Commission Act (UCA) includes provisions that ensure the maintenance of the approved capital structure of CHDL and provisions that will ensure that no financial support or guarantees are provided by CHDL without prior Commission approval. (Section 50) Utility specific regulatory requirements beyond those already found in the UCA or beyond those that may be established by the Commission from time to time pursuant to the UCA, as currently considered in the proposed TES Guide, may be either redundant or inconsistent with the ring fencing conditions imposed. In summary, Creative Energy believes that the Commission has the authority necessary to protect the public interest without the further regulatory and administrative burden that will result from ring-fencing provisions Would Creative Energy be adverse to the following ring fencing mechanisms in order to protect the public interest as a condition to approving the proposed Transaction? 1) CHDL shall maintain, on a basis consistent with BCUC orders and accounting practices, a percentage of common equity to total capital that is at least as much as that determined by the Commission from time to time for ratemaking purposes. 2) CHDL will not pay a common dividend without prior Commission approval if the result would reasonably be expected to violate the restriction in (1) above. 3) CHDL will not lend to, guarantee or financially support any current or future affiliates of Creative Energy, other than as accepted by the Commission. CHDL shall independently maintain separate banking, lending, financing and cash management arrangements from Creative Energy and any of its affiliates. 4) CHDL will not enter into transactions with Creative Energy or any of its affiliates on terms less favourable to CHDL than those available from third parties on an arms-length basis, unless otherwise accepted by the Commission. 5) CHDL will not engage in, provide financial support to or guarantee any non-regulated businesses, unless otherwise accepted by the Commission. Creative Energy to Acquire CHDL 18 BCUC Information Request No. 1

20 6) CHDL will not transfer any assets to Creative Energy or receive and record any assets from Creative Energy within CHDL unless otherwise accepted by the Commission. 7) CHDL shall not enter into any inter-corporate loans and/or tax sharing arrangements with Creative Energy or any of its affiliates, unless otherwise accepted by the Commission. 8) CHDL shall maintain existing governance policies and that any changes in these policies should be approved by the Commission. 9) Creative Energy and any of its affiliates agree not to mention CHDL in any future petitions for bankruptcy protection. As indicated in its response to BCUC IR1 14.1, Creative Energy opposes the inclusion in the Commission s approval of the CHDL share transfer of any ring-fencing conditions as there is no evidence that such conditions are warranted in the context of this utility. The imposition of additional regulatory burdens should be considered only in those cases where there has been demonstrated on the evidence that there is a real likelihood of harm to this utility and its customers if such conditions are not imposed. Creative Energy repeats its response to BCUC IR Creative Energy to Acquire CHDL 19 BCUC Information Request No. 1

21 Britsh Columbia Utilities Commission Information Request No. 1 To Creative Energy Canada Platforms Corp. Attachments Table of Contents Attachment A Resumes & Profiles of Creative Energy s Advisory Team Attachment B Municipal Access Agreement (September 1, 1999) Attachment C Central Heat Distribution Limited s Notice to Employees (August 28, 2013)

22 Attachment A Resumes & Profiles of Creative Energy s Advisory Team

23 ReShape Infrastructure Strategies Ltd. Trent Michael Berry MRM, Principal Summary Interdisciplinary background in economics, science, planning, and management. Strong analytical skills: financial and economic evaluation, statistical analysis, computer modeling, forecasting and wide range of quantitative decision analysis techniques. Diverse experience in energy (gas and electricity), water, wastewater, forestry, air, land use planning, technology and health sectors. Unique expertise in utility business planning, pricing, and regulation. Proven project management and team building skills, including conflict resolution and group facilitation. Excellent oral and written communications. Fluent in German. Proficient in French. Education 1993 Master of Resource Management Simon Fraser University 1990 Bachelor of Science (Honours) in Land Use and Environmental Studies University of Saskatchewan Recipient of the Natural Sciences and Engineering Research Council of Canada 1967 Centennial Science & Engineering Award for outstanding achievement in Science and Engineering. Professional Affiliations Canadian Association of Management Consultants, Member Association of Professional Economists of BC, Member Canadian Association of Business Economists, Member Past member of numerous other private, professional and non-profit boards. Summary of Professional Experience 2013 present Principal Reshape Infrastructure Strategies Ltd Partner Compass Resource Management Ltd 2010 present Fellow Portland Sustainability Institute Adjunct Professor School of Resource and Environmental Management, Simon Fraser University Sessional Instructor School of Resource and Environmental Management, Simon Fraser University Trent Berry CV Page 1

24 ReShape Infrastructure Strategies Ltd Resource Planning BC Hydro Resource Management Coordinator Research Economist Agricultural Economics, University of Saskatchewan Select Assignments Advisor to Creative Energy Canada on acquisition of Central Heat Distribution Ltd., including due diligence, regulatory filings, strategic planning, and business development (new expansion areas, new technologies). Advisor to City of Surrey in selection of a private sector partner to develop an anaerobic digestion facility for food waste and in evaluation of markets for biogas generated by the project. Advisor to Provincial Health Services Authority in due diligence and negotiations with FortisBC Alternative Energy Services for the delivery of a proposed Eco- Energy System to serve Children & Women s Hospital and Vancouver General Hospital, and potentially surrounding neighbourhoods. Advisor to City of Vancouver, Port Metro Vancouver and Central Heat on evaluation of alternative energy opportunities for supplying existing Central Heat and Port loads, including biomass thermal only and co-generation opportunities. Advisor to University of British Columbia on evaluation and development of a neighbourhood district energy system for new development areas utilizing waste heat recovery from TRIUMF (a linear accelerator). Services have included feasibility assessment, ownership review, partner selection, final due diligence with selected partner and negotiation of definitive agreements Advisor in selection of a private sector partner to develop a neighbourhood energy utility for UniverCity (SFU Property Trust). Subsequent advisor to Trust on business case, definitive agreements and application for a Certificate of Public Convenience and Necessity. Currently advising SFU Campus in business case and negotiations of detailed definitive agreement with Corix to implement a combined biomass energy centre to serve the Campus and neighbourhood development. Also part of biomass vendor selection process and design review team for project. Advisor to City to Seattle in development of a strategic plan for district energy, and subsequent feasibility analysis and implementation initiatives for select opportunities, including First Hill partnership and proposed South Lake Union DE system. Advisor to Westbank Projects on design, business arrangements, and negotiations for a utility-delivered (FortisBC) district energy solution at Telus Garden. Advisor to City of Yellowknife on business case, partner selection and partner negotiation for the Con Mine Heat Recovery district energy system, including an investment-grade analysis to support project development. Trent Berry CV Page 2

25 ReShape Infrastructure Strategies Ltd. Led business case for a neighbourhood energy utility for the False Creek Precinct of Vancouver (including the planned Olympic Village). Ongoing advisory services related to the creation of a city-owned NEU, regular updates of pro forma analysis, rate design, and extension policy (City of Vancouver). Continues to support the City in analysis of other NEU opportunities elsewhere in the City and in the development of broader strategies and policies. Advisor to City of Vancouver on long-term district energy strategy, including spatial analysis and vision, assessment of alternate ownership and delivery models. External reviewer and advisor to Province of B.C. on BC Hydro s proposed 2012 Integrated Resource Plan. Led original business case for a neighbourhood energy utility for the East Fraser Lands (River District) in Vancouver (City of Vancouver and Parklane Developers). Subsequent advisor to City and Parklane on ownership options. Advisor to Parklane on evaluation of potential private sector partners to develop the NEU. Supported all elements of Application for Certificate of Public Convenience and Necessity by Parklane, including input assumptions, pro forma model, risk assessment, and rate design. Advised on all information requests and evidence. Led screening analysis of district energy options for Northeast False Creek development area and fuel switching opportunities for Central Heat (City of Vancouver, Central Heat, BC Hydro, NEFC Land Owners). Led pre-feasibility screening and scoping of district energy viability for planned redevelopment around the Stadium and Portland Convention Centre (Rose Quarter / Jumptown) as well as expansion of the Portland State University district energy system to serve a larger EcoDistrict. Provided advisory support for the search for and negotiations with a utility partner to implement a shared thermal energy system for the Rose Quarter area of Portland. Advisor on selection of and negotiation with private sector partner to develop a district energy node in the Rose Quarter of Portland (Portland Development Commission). Screening analysis (Phase 1) of district energy opportunities and options for South Waterfront redevelopment area of Portland, including Oregon Health Sciences University Schnitzer Campus (Portland Development Commission and OHSU). Analysis of City of Coquitlam policy, development and ownership options for a proposed district energy system in Northeast Coquitlam. Business case for a neighbourhood energy utility in downtown Squamish, BC. Technologies examined include biomass and ocean heat recovery. Green energy screening analysis for Arbutus Centre rezoning as required under City of Vancouver s new EcoDensity Actions. Trent Berry CV Page 3

26 ReShape Infrastructure Strategies Ltd. Regulatory review of BC Hydro s 2008 Long-term Acquisition Plan (BC Utilities Commission). Regulatory review of BC Hydro s proposed acquisition of one-third undivided interest in Teck Cominco s Wantea Generation Assets (BC Utilities Commission). Advisor on creation of a neighbourhood energy utility using waste heat from the Olympic skating oval (City of Richmond). Advice on opportunities to expand and modernize legacy (steam) district energy systems in Vancouver (City of Vancouver). Screening analysis for a neighbourhood energy utility for a large mixed use mall redevelopment (City of Surrey). Business case for a neighbourhood energy utility for the Sapperton Neighbourhood in New Westminster (Beedie Group, Terasen, BC Hydro). Business case for a neighbourhood energy utility for the Portland Pearl District and surrounding sites (City of Portland). Business case for a neighbourhood energy utility for the Fraser Mills Lands in Coquitlam. Ongoing advisory services to developer in negotiations with Terasen to establish the utility (Beedie Group, Terasen, BC Hydro). Member of expert team that prepared 2007 BC Energy Plan Update (BC Ministry of Energy and Mines). Ongoing implementation services related to co-generation and green electricity definitions. Review and input on energy issues and tools for US Green Building Council website (USGBC). Advisory services in preparation of terms of reference for government-directed inquiry into a long-term electricity transmission plan for British Columbia (B.C. Utilities Commission). Regulatory review of BCTC s Transmission System Capital Plan (BC Utilities Commission). Regulatory review of FortisBC s proposed Automated Metering Infrastructure Project (BC Utilities Commission). Regulatory review of BCTC s proposed Interior to Lower Mainland Transmission Project (BC Utilities Commission). Regulatory review of BCTC s proposed Thermal Upgrade Project (BC Utilities Commission). Trent Berry CV Page 4

27 ReShape Infrastructure Strategies Ltd. Regulatory review of Terasen Gas Vancouver Island s proposed Mt. Hayes LNG Plant (BC Utilities Commission). Assessment of opportunities for a green building and infrastructure investment fund (Vancouver Olympic Organizing Committee, City of Vancouver, Vancity, BC Hydro, Tides Foundation). Regulatory impact assessment of proposed VOC regulations under CEPA for Household Products, Personal Care Products, Automotive Aftermarket Products, and Adhesives (Environment Canada). Regulatory review of contracts awarded under BC Hydro s 2006 Call for Tenders for new power supply (BC Utilities Commission). Regulatory review of BC Hydro s 2008/09 Revenue Requirements Application (BC Utilities Commission). Regulatory review of BC Hydro s 2006 Integrated Electricity Plan Application (BC Utilities Commission). Regulatory review of BC Hydro s proposed Electricity Purchase Agreement with Alcan (BC Utilities Commission). Air quality analysis and permit review for a woodwaste heating plant in Vancouver (City of Vancouver). Advisor to Resort Municipality of Whistler on Whistler 2020 Energy Strategy and creation of Neighbourhood Energy Utility for 2010 Olympics Athletes Village (Resort Municipality of Whistler). Third-party due diligence review of three proposed small hydro independent power projects for a First Nations as part of negotiations regarding First Nations accommodation (Confidential First Nations Client) Regulatory review of BCTC s Vancouver Island Transmission Reinforcement Project (BC Utilities Commission). Regulatory review of Kinder Morgan Inc. s acquisition of Terasen Inc. (BC Utilities Commission). Regulatory review of BC Hydro s proposed contract award to the Duke Point Power Plant on Vancouver Island (BC Utilities Commission). Review of the macroeconomic impacts of proposed economic instruments to support long-term reductions in the carbon intensity of the energy, transportation and industrial sectors in Canada (National Round Table for Environment and the Economy). Trent Berry CV Page 5

28 ReShape Infrastructure Strategies Ltd. Economic and environmental review of Burrard Thermal Generating Facility (MLA Burrard Thermal Options Committee). Analysis of the costs and benefits of hydronic heating compared to electric heating in new multi-family residential construction in the Lower Mainland of B.C. (Terasen, City of Vancouver, Natural Resources Canada). Analysis of the potential costs and benefits of a net metering policy for British Columbia to support a decision by the B.C. Utilities Commission on a possible tariff (BC Hydro). Development of a new template for preparing business cases for contract purchases and sales. Staff training on using the template (Powerex). Preparation of a high-level Life Cycle Assessment (LCA) of alternative energy sources to support discussions of the possible value and role of LCA in BC Hydro s Integrated Electricity Planning process and other operating decisions (BC Hydro). Assessment of resource and economic potential for ground source heat pumps, sewer heat recovery and active solar thermal technologies in the Lower Mainland of British Columbia (Greater Vancouver Regional District). Analysis of the current and projected markets for green energy in western North America (Powerex). Design of a forecasting process / tool for estimating net income and cash flow risks from electricity trading operations. Assistance in managing IT solution provider (Powerex). Evaluation of alternative policy mechanisms to promote increased renewable energy supply in B.C. (B.C. Ministry of Energy and Mines). Policy analysis and discussion paper for a remote electrification policy in B.C. (BC Hydro) Review and analysis of the current status and market outlook for distributed generation technologies in North America (BC Gas). Global assessment of markets for clean energy technologies and services from the Pacific Northwest (Climate Solutions sponsored by the governments of B.C., Washington and Oregon). Evaluation of opportunities for economic policy instruments to support regional environmental management efforts (GVRD). Evaluation of measures for reducing the greenhouse gas emissions and other ecological impacts associated with provincial government operations (B.C. Green Economy Secretariat) Trent Berry CV Page 6

29 ReShape Infrastructure Strategies Ltd. International review of Renewable Portfolio Standards (China Council for International Cooperation on the Environment and Development). Scenario planning process to explore and plan for possible impacts of green energy technologies and policies on business strategy (BC Hydro). Economic evaluation of a net metering policy to support grid-connected distributed renewable generators for a major Canadian electrical utility (BC Hydro). Financial and economic evaluation of a public-private partnership to construct and operate a medium-scale electricity generation facility in southwestern British Columbia utilizing landfill gas (Blue Sky Energy). Review and evaluation of market instruments for advancing environmental and social objectives in energy markets (China Council for International Cooperation on the Environment and Development). Expert testimony on lessons from the Vancouver Island Gas Pipeline project for Nova Scotia Gas Hearings (Canadian Oil Heat Association). Review of program evaluation needs and techniques for federal energy efficiency programs (Natural Resources Canada). Advice on the determination prices for existing electricity supplies and for stimulating competition for new electricity supply within the province, including performance-based approaches to contracting existing supply (Ministère des Ressources Naturelles du Québec). Long-term business strategy for green energy investments and programs (BC Hydro). Scenario analysis of potential impacts of new distributed generation technologies on gas utilities (BC Gas). Strategic analyses of recent electricity market reforms in Alberta, Ontario, the U.S. Pacific Northwest, California, the United Kingdom, and Scandinavia (BC Hydro). Business case for a proposed joint venture to build a district energy system in North Vancouver (BC Hydro). Support for developing a bid to provide power supply and related services to the Interior Municipal Electrical Utilities of B.C. (BC Hydro). Design options for a potential green power rate in the province of British Columbia (BC Hydro). Evaluation of the financial and non-financial implications of various load retention and load attraction schemes (BC Hydro). Trent Berry CV Page 7

30 ReShape Infrastructure Strategies Ltd. Design and contract options for market-based electricity pricing for industrial customers (BC Hydro). International review and evaluation of alternative transmission and distribution rate design options (BC Hydro). Analytical and policy support on the B.C. Taskforce for Electricity Market Reform (BC Hydro Senior Executives and Taskforce Chair). Evaluation of alternative legal and financial structures for the transmission and distribution business units (BC Hydro). Preparation of a corporate-level strategic business plan and submissions to the provincial Cabinet on electricity market structure and corporate governance (BC Hydro). Reviewing of BC Hydro s Applications for Wholesale Transmission Service and new Industrial Service Options (BC Utilities Commission). Review of provincial electricity markets for B.C. Provincial Cabinet (BC Utilities Commission). Trent Berry CV Page 8

31 ReShape Infrastructure Strategies Ltd. Will Cleveland, MSc, Principal Summary High level of analytical skills including business case financial modeling, statistical analysis and risk analysis. Broad sector experience including thermal energy systems, water utilities, electricity generation, and land use and development. Strong communication skills. Project management experience involving diverse, interdisciplinary teams. Experience with regulatory principles and practice for regulated utilities. Education 2008 Masters of Real Estate Economics and Finance London School of Economics, London UK 2004 Bachelor of Science in Foreign Service Georgetown University, Washington DC Summary of Professional Experience 2013 Present Principal Reshape Infrastructure Strategies Ltd Associate Compass Resource Management Ltd Financial Analyst The Fordham Company, Chicago, IL Select Assignments Part of advisory team to Creative Energy Canada on purchase of Central Heat in Vancouver, BC and on expansion opportunities throughout downtown Vancouver. Advisor to City of Chilliwack on rate design for the City s municipal water utility. Page 1

32 ReShape Infrastructure Strategies Ltd. Phase 1 screening study for Metro Vancouver Housing Corporation on district energy opportunities related to redevelopment of Heather Place site. Technical options include integration with Vancouver General Hospital plant. Advisor to Central Heat, City of Vancouver, and Port Metro Vancouver on alternative energy options for the existing Central Heat network and large industrial users on Burrard Inlet. Phase 2 screening analysis for University of British Columbia on district energy opportunities in the South Campus area, including waste heat recovery from the Triumf accelerator. Advisor to Parklane Homes on development of business case for River District Energy and on negotiations with Metro Vancouver regarding use of waste heat. Provided support for RDE s application to the BC Utilities Commission for a Certificate of Public Convenience and Necessity, and support on responses to information requests. Advisor to City of Surrey on district energy opportunities in the Central City area, including the new City Hall geoexchange system and a proposed large-scale system in Central City. Provided ongoing support to staff during project implementation. Developed business cases for Capital Regional District for multiple waste heat recovery opportunities from trunk sewers in the Greater Victoria area. Screening analysis for fuel switch opportunity for Lower Mainland Consolidated Health Authorities for a large hospital campus in Vancouver, BC, and continued support for the Health Authorities as they have negotiated with a proponent and sought internal approval for implementing the project. Provided support and quantitative analysis for phase 2 screening analysis of waste heat recovery opportunity in Saint John, NB. Provided analytical support for phase 2 analysis of district heating opportunity in Yellowknife, NT, including use of waste heat from an abandoned mine. Provided analytical support for pre-feasibility study for expansion of district energy system in Revelstoke, BC. Screening analysis (Phase 2) for district energy in the Northeast False Creek area of Vancouver, including integration with existing district energy systems and opportunities to supplement with alternative energy sources. Screening analysis (Phase 1) of district energy opportunities and options for South Waterfront redevelopment area of Portland, including Oregon Health Sciences University Schnitzer Campus (Portland Development Commission and OHSU). Supported phase 2 analysis of district heating opportunities in Squamish, BC, with technical options including biomass and ocean heat recovery. Page 2

33 Fosdick & Hilmer Headquartered in Cincinnati, Ohio, Fosdick & Hilmer engineers district energy plants and distribution systems for a wide variety of clients. To meet their client s utility system needs, Fosdick & Hilmer offers a complete range of professional services including: master planning, condition assessment, energy and economic analyses, concept development, design, start-up, commissioning, training and post installation support. Their experience with district energy systems encompasses heat generation plants and heat distribution systems using the following mediums: steam, high temperature hot water ( degrees F), medium temperature hot water and low temperature hot water. Cooling systems include district chilled water generation plants and stratified chilled water thermal energy storage systems; ice production and ice thermal storage systems; and chilled water distribution systems. These district systems cover areas as large a several hundred acres and up to 400 customer interfaces per utility system. Fosdick & Hilmer s team of utility system professionals provide a competitive edge by engineering reliable, adaptable and cost effective system solutions. Whether it s a condition assessment or a major installation project, their licensed professional engineers consistently apply their technical expertise and ability to innovate in order to exceed their clients expectations.

34 Robert D. Taeuber, P.E. Senior Mechanical Engineer Registration: Professional Engineer in OH Bachelor of Science, Mechanical Engineering University of Cincinnati, Cincinnati, OH Bachelor of Science, Business Administration Ohio State University, Columbus OH Joined F&H in 1984 Prior experience: 9 years Professional Experience Mr. Taeuber has extensive experience as a project manager and lead mechanical engineer on central utility plants, steam distribution systems and cogeneration. Mr. Taeuber has been responsible for numerous central plant projects and related engineering feasibility studies including back pressure steam turbine applications, alternative fuel analysis and steam distribution systems. Relevant Experience Main Campus Central Steam Plant, University of Toledo, Toledo, OH Project manager and lead mechanical engineer for a new 166,000 lb/hr unmanned central steam plant. Project involved evaluation of possible sites for the new plant and selection of the soon to be renovated Savage Arena as the optimal location. Project was designed and constructed in two phases. Phase 1 included six 20,700 lb/hr gas/no.2 fuel oil fired steam generators with space for two future units and the associated economizers, breeching and free standing 100 ft common stack, deaerator and feedwater pumps, condensate collection and pumping, sodium zeolite softener system, plant controls and instrumentation and a 30,000 gallon underground fuel oil storage tank and delivery system for back-up fuel. Phase 2 involved the connection of the new plant to the existing steam distribution system and included 1200 lineal feet of cast-in-place concrete trench-at-grade with removable lids for new steam and condensate mains and 200 lf of steam and condensate piping in prefabricated conduits at the bridge crossing over the Ottawa River. Health Science Campus Central Steam Plant, University of Toledo, Toledo, OH Project manager and lead mechanical engineer for a new 124,000 lb/hr unmanned central steam plant that would eventually replace the existing coal fired plant. Project involved the partial renovation of the Facilities Support Building and a building addition to facilitate the new central plant. Project was designed and constructed in three phases. Phase 1 included four 20,700 lb/hr gas/no.2 fuel oil fired steam generators with economizers and stub stacks for each boiler. Plant configuration included a deaerator and feedwater pumps, condensate collection and pumping, sodium zeolite softener system, plant controls and instrumentation, 25,000 gallon underground fuel oil storage tank and delivery system for back-up fuel, double-ended electrical switchgear and a 500 kw diesel powered emergency generator. A new cast-in-place walk through utility tunnel connector was installed to connect the new plant to the existing utility tunnel system. Phases 2 and 3 included the installation of the fifth and sixth steam generators in the building addition. New Power Plant, Kent State University, Kent, OH Construction manager for the first two phases of the new campus central utility plant construction. Work included the power plant building with control room, offices and maintenance area, installation of six 30,000 gallon fuel oil storage tanks, two 100,000 lb/hr low NOx gas/no. 2 fuel oil fired steam boilers, a 5.2 MW combustion turbine with Robert Taeuber, P.E. Page 1 of 3

35 supplemental fired heat recovery steam generator, two 2000 ton electric centrifugal chillers and all boiler and chiller auxiliaries including water treatment, condensate collection, compressed air and chemical treatment systems, instrumentation and controls and extensions of chilled water and steam piping mains to the existing distribution system. New Natural Gas Fired Boiler, Ohio University, Athens, OH Lead mechanical engineer for a new 120,000 lb/hr low NOx gas fired boiler installation. Boiler was designed for future cogeneration with a 650 psig back pressure steam turbine. Project included a boiler economizer, boiler feedwater pumps, deaerator and controls. Utility Tunnel Loop, Central State University, Wilberforce, OH Design engineer for a two phased steam, condensate return and domestic hot water distribution system project which involved the renovation of 2,300 lineal feet of existing walk-through tunnel and piping and the construction of 3,200 lineal feet of new walkthrough tunnel and 660 lineal feet of concrete trench and piping. Student Commons Utility Tunnel, Kent State University, Kent, OH Mechanical engineer for steam and condensate distribution system project which involved the construction of 1,360 lineal feet of walk-through tunnel, 240 lineal feet of stoop tunnel and the extension of high pressure steam and condensate return piping, and electrical power and communications cable trays from the Power Plant to three campus buildings. Distribution System, The Ohio State University, Columbus, OH Mechanical engineer for the steam distribution system and conversion to the steam system of various mechanical systems in 14 buildings. Thermal Generation and Distribution System, Kings Bay Naval Submarine Base, St. Marys, GA Mechanical engineer for the design of 100,000 LF of high temperature hot water and chilled water distribution systems with conversion of various mechanical systems in 15 buildings to the new thermal distribution systems. Design included prefabricated piping systems, manholes, supports and anchors and valve boxes. Convert Facilities to Central Thermal System, Naval Sub-Base, Kings Bay, GA Mechanical engineer for the extension of the medium temperature hot water and chilled water distribution systems from nearby manholes to 15 buildings and the conversion of the building mechanical systems to the Thermal Distribution System. Design for each building included direct buried prefabricated piping systems, removal or modification of existing building thermal equipment and installation of new thermal equipment and controls. Waterfront Utility Plant and Distribution System, Naval Submarine Base, Kings Bay, GA Mechanical engineer for a utility system to supply Trident submarines while in refit or drydock at the submarine base with chilled water and high and low pressure compressed air from the new Waterfront Utility Plant. Design included a new utility tunnel system with piping, valves and supports. Utility Tunnel Power Plant Rehabilitation, Central State University, Wilberforce, OH Robert Taeuber, P.E. Page 2 of 3

36 Design engineer for the installation of a 40,000 lb/hr gas fired watertube boiler and a distribution system which involved the construction of 1,235 lineal feet of concrete trench and the extension of steam, condensate return and domestic hot water piping from the Power Plant to three campus buildings. Nixson Hall Utility Tunnel, Kent State University, Kent, OH Project mechanical engineer for a distributed system project which included 25 lineal feet of walk through tunnel, 520 lineal feet of stoop tunnel branches, and 200 lineal feet of direct burial distribution conduit. The tunnels included high pressure steam and condensate return piping, electric power and communications cable trays and provisions for future chilled water piping. Summit Street Utility Tunnel, Kent State University, Kent, OH Project manager and lead mechanical engineer for a distributed utility system project which included 530 lineal feet of walk through tunnel under the main thoroughfare on campus, connecting the new Power Plant to the existing campus utility tunnel system. The tunnel included high-pressure steam, condensate return piping, chilled water supply and return piping, electric power and communications cable trays. Science Mall Utility Tunnel, Kent State University, Kent, OH Project manager and lead mechanical engineer for a distributed utility system project which included renovation of demolition and replacement of 900 lineal feet of steam and condensate return piping and installation of new chilled water mains in an existing walk through tunnel. Project included new stoop tunnels for connection of utilities to Williams Hall, Science Research Laboratory, Smith Hall, Cunningham Hall and Cunningham Addition. Midway Drive Utility Tunnel, Kent State University, Kent, OH Project manager and lead mechanical engineer for a distributed utility system project which included 2300 lineal feet of walk through tunnel, 50 lineal feet of stoop tunnel branches, and 200 lineal feet of direct burial distribution conduit. The tunnels included high-pressure steam and condensate return piping, electric power and communications cable trays and provisions for future chilled water piping. Utility Tunnels and Related Surface Improvements, The University of Akron, Akron, OH Lead mechanical engineer for the renovation of 4400 lineal feet of walk through tunnel including high temperature hot water (500 psig, 420 deg F), chilled water, domestic and fire protection piping. The project included redesign of the thermal expansion devices and anchors for the high temperature hot water distribution mains. Robert Taeuber, P.E. Page 3 of 3

37 Integral Group Integral Group is an interactive global network of consulting engineering design professionals collaborating under a single deep green engineering umbrella. They provide a full range of building system design and energy analysis services, with a staff widely regarded as innovative leaders in their fields. Located in eight offices across North America, along with an international network of affiliates, their passion for sustainable design runs deep. The Integral Group organization is designed to specifically meet the challenge of accelerating critical change in sustainable building practices. Their integrated approach to building systems design allows them to enhance opportunities that nature provides, working in harmony with a building s environment to reduce its reliance on outside energy sources. They specialize in the design of simple, elegant, cost-effective systems for high performance building environments and provide comprehensive analyses that help prioritize their energy saving potential and carbon reduction effect. For Integral Group, sustainability is second nature and their design approach continues to be a reflection of their commitment to creating a better future for generations to come.

38 Integral Group B+W photo Chris Doel, MEng, CEng, MCIBSE Senior Mechanical Designer Chris provides extensive industry experience from Europe where sustainability is at the forefront of building design. Well-versed in all aspects of sustainable building design, Chris expertise includes detailed mechanical system design through to neighbourhood energy master planning and system design. He is skilled at producing clear and detailed technical reports and drawings with a proven track record of delivering high quality designs on time and within budget. Throughout his ten-year career, Chris work has included a wide range of project sectors including residential, mixed use developments, institutional and district energy systems. Chris contributes design leadership and effective project management skills to our team. He is dedicated to understanding the needs of his clients and nurtures strong client relationships. As a senior designer, Chris is also committed to inspiring and developing engineers-in-training through knowledge sharing, training and providing technical advice. SPECIALTIES Mechanical and electrical systems design Sustainable building design Project management EDUCATION MEng, Civil Engineering, University of Nottingham PROFESSIONAL AFFILIATIONS MCIBSE CEng registered, Engineering Council, UK Member, ACE Progress Network, UK KEY PROJECTS Sustainable Master Plans University of Victoria Victoria, BC Status: Complete Role: Project Designer Oakridge Centre Redevelopment Vancouver, BC Status: Complete Role: Project Designer Residential Suttons Wharf North London, UK Status: In progress Role: Project Engineer* Construction Budget: $80M Schools Gibsons Elementary School Gibsons, BC Status: In progress Role: Project Designer Construction Budget: $12M Northumberland Hall Replacement, RVC Potters Bar, UK Status: In progress Role: Project Engineer* Construction Budget: $28M Hampton Academy Richmond, UK Status: In progress Role: Project Engineer* Construction Budget: $30M Mixed-Use Beach & Howe Vancouver, BC Status: In progress Role: Project Designer Walsall Waterfront Walsall, UK Status: In progress Role: Project Engineer* Construction Budget: $38M SFU Discovery 1 Burnaby, BC Role: Project Designer * Denotes experience prior to joining Integral Group

39 Integral Group Chris Doel, MEng, CEng, MCIBSE Senior Mechanical Designer Civic City of North Vancouver Library North Vancouver, BC Status: Complete 2008 Role: Mechanical Engineer* Construction Budget: $22M Healthcare Holywood Arches Belfast, Northern Ireland Status: Complete 2005 Role: Mechanical Engineer* Construction Budget: $14M * Denotes experience prior to joining Integral Group Page 2

40 Integral Group B+W photo Dave Ramslie, MSc, LEED AP Principal With over a decade of experience in the green building industry, Dave is a leader on urban sustainability issues and policy. He is widely regarded as one of the most innovative policy makers in the Pacific Northwest, due to his track record of delivering effective programs and building lasting partnerships. As a pragmatic problem solver and a highly engaging public speaker, Dave has presented his findings to a variety of audiences. Dave has demonstrated his forward-thinking nature through the execution of many significant local projects, including new environmental requirements for the 2013 Vancouver Building Code, the strategic development o the City of Vancouver s Corporate Carbon Strategy and the development and authorization of the Green Buildings Rezoning Policy. He has considerable experience in leading engineering and project management teams and providing consulting and project management services to improve the sustainability, livability and economic prosperity of cities. Dave demonstrates excellent analytic and strategic development skills, balanced with technical knowledge of land use planning and urban design, energy conservation and green building and renewable energy solutions. KEY PROJECTS City of Vancouver Corporate Carbon Strategy Vancouver, BC Status: Complete Role: Senior Sustainability Programs Manager New Environmental Requirements for 2013 Vancouver Building Code Vancouver, BC Status: Complete Role: Senior Sustainability Programs Manager Vancouver Climate Adaptation Strategy Vancouver, BC Status: Complete Role: Senior Sustainability Programs Manager Green Building Rezoning Policy Vancouver, BC Status: Complete Role: Sustainable Development Program Manager City of Vancouver Carbon Neutral Buildings Strategy Vancouver, BC Status: Complete Role: Sustainable Development Program Manager City of Vancouver Electric Vehicle Charging By-law Vancouver, BC Status: Complete Role: Sustainable Development Program Manager SPECIALTIES Green building and sustainability Renewable energy solutions Energy conservation and efficiency Community engagement and public speaking Energy policy Energy efficiency financing EDUCATION The University of Edinburgh Master of Science (M.Sc.), Urban Design, University of Guelph Bachelor of Arts (BA), Development Economics and International Development, PROFESSIONAL DESIGNATIONS/MEMBERSHIPS CaGBC USGBC Cascadia Green Building Council (Vice Chair in 2008) UBC Building Science Program - Curriculum Oversight Committee Member AWARDS 2012 Public Sector Leadership Award: International Living Future Institute & Cascadia Regional Green Building Council - In recognition of a decade working on urban sustainability issues Government Leadership in Green Building: Canada Green Building Council - For South East False Creek and the Vancouver Green Building Strategy 2009 Achievement in Planning Excellence: Canadian Institute of Planners - For EcoDensity Charter and Initial Actions * Denotes experience prior to joining Integral Group

41 Integral Group Dave Ramslie, MSc, LEED AP Principal The Green Homes Program Vancouver, BC Status: Complete Role: Sustainable Development Program Manager EcoDensity Large Site Rezoning Policy Vancouver, BC Status: Complete Role: Sustainable Development Program Manager Vancouver Adoption of ASHRAE Vancouver, BC Status: Complete Role: Sustainable Development Program Manager City of Vancouver Downtown South Public Benefits Strategy Vancouver, BC Status: Complete Role: Planner Southeast False Creek Olympic Village Green Building Criteria Vancouver, BC Status: Complete Role: Planner Bute Street Pedestrian Arterial Public Realm Plan Vancouver, BC Status: Complete Role: Planner Vancouver Metro-Core Jobs and Economy Study Vancouver, BC Status: Complete Role: Planner South East False Creek Master Plan Vancouver, BC Status: Complete Role: Planner * Denotes experience prior to joining Integral Group Page 2

42 Integral Group B+W photo Vladimir Mikler, MSc, PEng, LEED AP Principal Vladimir has a passion for designing energy-efficient and environmentally responsive buildings. With over 25 years of experience, Vladimir is well-versed in all aspects of sustainable building design and renewable energy technologies. As a recognized industry leader, he has completed numerous successful projects. His broad experience extends from fundamental and applied university research, through practical design and project management in both consulting engineering and design-build environments, to hands-on construction management and field system installations. A recognized leader in application of Renewable Energy solutions and technologies, Vladimir has designed a number of unique and innovative systems. He is one of the two original authors of the Geo-Exchange System Design Guidelines for applications in British Columbia and he is the engineer who developed and coined the Ambient Temperature District Energy System concept. Vladimir is also one of the first engineers who pioneered applications of low-intensity radiant slab heating and cooling systems in North America. He is the Engineer-of-Record for Gleneagles Community Centre in West Vancouver, BC - the first constant temperature building in North America and the Creekside Community Centre, part of the Vancouver 2010 Olympic Village, featuring oneof-a-kind solar absorption cooling system. Most recently, Vladimir developed a unique and innovative concept for converting Vancouver s downtown DFPs system into an ambient temperature District Energy System. In addition, Vladimir developed the City of Vancouver s Passive Design Best Practices Guide and has served as an adjunct professor at the University of British Columbia s School of Architecture and Landscape Architecture, as well as on the City of Vancouver s Urban Design Panel. He has recently joined APEGBC s Climate Change and Adaptation Advisory Group. KEY PROJECTS Community and Recreation Whistler High Performance Centre Whistler, BC Certification: LEED Silver Status: Completed 2009 Role: Engineer of Record Construction Budget: approx. $29M Creekside Community Centre at Millennium Water Vancouver, BC Certification: LEED Platinum Status: Completed 2009 Role: Engineer of Record Construction Budget: $29M Whistler Athlete s Village Lodge Whistler, BC Certification: LEED Platinum Status: Completed 2009 Role: Engineer of Record Gleneagles Community Centre West Vancouver, BC Role: Engineer of Record* Construction Budget: $6.5M SPECIALTIES Innovative and sustainable building design Renewable energy systems and technologies Building energy analysis District Energy System (DES) Geo-exchange technology Sustainable master planning and energy system feasibility studies EDUCATION MSc in Arch.Eng, Penn State University, 1993 (Fulbright Scholarship) BSc (Hons) Dipl Eng, Slovak Technical University, 1988 PROFESSIONAL ASSOCIATIONS APEGBC - member, Climate Change and Adaptation Advisory Group CaGBC USGBC ASHRAE Geo-Exchange BC Canadian Geo-Exchange Technical Advisory Committee Former Adjunct Professor, UBC School of Architecture Former Board of Directors, Lighthouse Sustainable Building Center Former Member, City of Vancouver Urban Design Panel * Denotes experience prior to joining Integral Group

43 District Energy System/SMP Beach & Howe Mixed-Use Low Carbon Energy Supply Feasibility Screening Vancouver, BC Role: Principal-in-Charge Oakridge Redevelopment Low Carbon Energy Supply Feasibility Screening Vancouver, BC Role: Principal-in-Charge Larco Arbutus Centre District Geo- Exchange System Design Vancouver, BC Role: Principal-in-Charge University of Victoria Integrated Sustainable Energy Master Plan Victoria, BC Role: Principal-in-Charge Vancouver Island University Sustainable Energy Master Plan Mine Water Campus-Scale District Geo-Exchange, Nanaimo, BC Role: Principal-in-Charge Simon Fraser University Central District Heating Plant Review Study Burnaby, BC Role: Backup Principal-in-Charge Millennium Water (South East False Creek) Systems Design & Integration Vancouver, BC Role: Neighbourhood Energy Utility Mechancial Systems Integration Lead Whistler Athlete s Village District Earth Energy System Feasibility Study and Ambient Loop Concept Design Whistler, BC Role: Principal-in-Charge Whistler Municipal Solid Waste and Landfill Gas Combined Heat and Power Study Whistler, BC Role: Principal-in-Charge District of West Vancouver Integrated Ocean Loop DES Feasibility Analysis West Vancouver, BC Role: Principal-in-Charge University of British Columbia Okanagan Campus Open Loop Geo- Exchange DES Kelowna, BC Role: Principal-in-Charge Pearson College UWC SMP Victoria, BC Role: Principal-in-Charge PARC Agassiz Aquifer Thermal Energy Storage (ATES) System Retrofit Agassiz, BC Role: Principal-in-Charge Colorado Ski Resort SMP and District Solar and Geo-Exchange Systems Vail, Colorado Role: Engineer of Record Al Ain Wildlife Park and Resort Sustainable Energy Master Plan Abu Dhabi, UAE Role: Principal-in-Charge Ayala Center Mall/ Hotel/Residential Redevelopment SMP and Schematic Design Manila, Philippines Role: Principal-in-Charge Glorietta Mall 1-4 Hotel and Retail Redevelopment - Sustainable Master Plan and Schematic Design, District Solar Absorption & Desiccant Cooling Makati City, Philippines Role: Principal-in-Charge Nuvali SMP Canlubang, Laguna, Philippines Role: Principal-in-Charge NALI Nature Observatory Lodge SMP Lanzarote, Canary Islands Role: Principal-in-Charge Schools Hesquiaht First Nations School Refuge Cove, BC Status: Completed 2008 Role: Engineer of Record Construction Budget: $7.5M Beaty Biodiversity Research Centre at the University of British Columbia Vancouver, BC Role: Engineer of Record Construction Budget: $42M Kwantlen Polytechnic University Buildings A and C, Surrey, BC Certification: LEED Gold (Building A) Role: Engineer of Record Construction Budget: $27.4M AWARDS Creekside Community Centre 2010 Globe Award of Excellence in Urban Sustainability, Green Building Council Excellence in Green Building Practices Vancouver Island University SMP SCUP 2010 Award for Institutional Innovation and Integration 44 Water Street City of Vancouver Heritage Award Electronic Arts (Canada) Inc. NAIOP 1999, New Suburban Office Building Award of Excellence 2000, Uniqueness in Construction of Major Projects Gleneagles Community Centre 2006 Lieutenant Governor s Certificate of Merit 2008 Governor General s Medal in Architecture Kwantlen Polytechnic University Bldg. A & C 2008 BC Hydro Power Smart Excellence Awards * Denotes experience prior to joining Integral Group Page 2

44 Nak al Bun School Fort St. James, BC Status: Complete Role: Principal-in-Charge Construction Budget: $4M Residential Millennium Water (SEFC) Vancouver, BC Certification: LEED ND Platinum Status: Completed 2009 Role: Canada House Engineer of Record Construction Budget: $1B Flatiron, Vancouver, BC Status: Completed 2008 Role: Engineer of Record Construction Budget: approx. $35M Office Electronic Arts Phase II Studio and Motion-Capture Studio Burnaby, BC Certification: LEED Silver Status: Completed 2006 Role: Engineer of Record Hotel, Resort and Casino Starlight Casino (Queensborough) New Westminster Status: Complete Role: Engineer of Record River Rock Casino Resort Richmond, BC Status: Complete Role: Engineer of Record Public/Government Burnaby Fire Hall No. 7 Burnaby, BC Certification: LEED Gold Role: Engineer of Record Construction Budget: $3.7M Yukon Correctional Institution Sustainability and Heating Consulting Whitehorse, YT Status: Complete Role: Principal-in-Charge Industrial Cranbrook Airport Expansion Cranbrook, BC Status: Completed 2008 Role: Engineer of Record Construction Budget: $8.4M Geothermal System Design, Pacific Agriculture Research Centre Agassiz, BC Role: Engineer of Record British Columbia Transmission Corporation Control Centers, Vancouver, BC Role: Engineer of Record Electronic Arts Studios, Burnaby, BC Role: Engineer of Record Fort McMurray International Airport Fort McMurray, AB Status: Complete Role: Principal-in-Charge Construction Budget: $66M Heritage 44 and 50 Water Street, Vancouver, BC Status: Completed 2006 Role: Engineer of Record Construction Budget: approx. $5M Healthcare Lower Post Health Centre Lower Post, BC Status: Complete Role: Principal-in-Charge Special Reports/Studies Passive Design Best Practices Guide for the City of Vancouver Status: Completed 2009 Role: Engineer of Record Geo-Exchange System Design Guidelines for Applications in British Columbia Role: Engineer of Record Building Mass and Energy Savings Study for the Cement Association of Canada Role: Engineer of Record Poplar Landing Ground Source and Sewer Heat Exchange System Design Report, New Westminster, BC Role: Engineer of Record Whistler Municipal Solid Waste and Landfill Gas Combined Heat and Power Study, Whistler, BC Role: Engineer of Record Greenhouse Design for Solar Aquatics Cynthia, AB Role: Engineer of Record Kwantlen Polytechnic University Geo-Exchange Feasibility Study Surrey, BC Role: Engineer of Record Feasibility Study for Lake Water Cooling, Provincial Government Office Building Nelson, BC Canadian High Arctic Research Station Design Competition Cambridge Bay, Nunavut Status: Initial Design Complete Role: Principal-in-Charge Presentations Secrets to Climate Adapted Building Design 2005 Tokyo World Sustainable Building Conference Integrated Process for HVAC Design Canada Green Building Council continuing seminar Going Beyond LEED: Sustainable Building Design 2005, Association of Professional Engineers and Geoscientists of BC Continuing Education Seminar Series Sustainable Building Technology Lectures 2004, British Columbia Institute of Technology, Burnaby, BC Innovative Approach to Building Technology 2004, Green Building Council, Vancouver, BC Renewable Energy Strategies:2010 Winter Olympics District Energy System 2005, Developed for Vancouver Guangzhou Sustainability Forum Climate Adapted Building Design 2005, UBC School of Architecture Student Society Lecture Series, Vancouver Building for the Future High Performance Building Design Seminar 2004, Lower Mainland School Districts, Vancouver The Future is Here: Energy Use in Buildings Today APEGBC 2008 Annual Conference and AGM * Denotes experience prior to joining Integral Group Page 3

45 Robert Hobbs # McBain Avenue #2-419 Parry Street Vancouver, B.C. Victoria, B.C. V6L 3B1 V8V 2H Education Western Executive Program (WEP), 1998 M.B.A., University of Western Ontario, 1987 LL.B., University of Manitoba, 1982 B.Sc. (Mathematics), Brandon University, 1979 Memberships Law Society of British Columbia Employment During 2010, I appeared on behalf of Zellstoff Celgar in a matter before the British Columbia Utilities Commission. During 2010, I was also appointed, pursuant to the National Arbitration Rules of Canada, to be the Arbitrator in a Confidential Arbitration. British Columbia Utilities Commission, Commissioner, March 2003 Chair and CEO, August August 2008 During 2003/04, four bills were promulgated that dramatically changed the responsibilities and the authority of the Commission; Bill , Transmission Corporation Act, 2) Bill , Insurance Corporation Amendment Act, 3) Bill , Utilities Commission Amendment Act, and 4) Bill , BC Hydro Public Power Legacy and Heritage Contract Act. Following this dramatic change to the responsibilities and authority of the Commission, activity levels doubled with the regulation of BC Transmission Corporation, BC Hydro and ICBC. This was achieved with no increase to staffing levels and with an improvement to application cycle times. The BCUC continued to be one of the most efficient and effective regulators in North America. 1

46 Adjudication experience at the BCUC included: Rio Tinto Alcan Inc. and B.C. Hydro v. Carrier Sekani Tribal Council (Decision: January 29, 2008) B.C. Hydro applied for acceptance of a long-term power purchase agreement under which Alcan is to provide power to B.C. Hydro from hydroelectric facilities at Alcan s Kemano System. The decision included consideration of the duty to consult with First Nations. The decision was confirmed by the Supreme Court of Canada: Alcan v. Carrier Sekani Tribal Council, 2010 SCC 43, Released October 28, B.C. Hydro - Long-term Planning (Decision: May 11, 2007) B.C. Hydro applied for review and approval of plans that analyzed and described customer electricity needs over a 20-year planning horizon. The decision confirmed the plans and provided detailed directions to B.C. Hydro regarding evaluation assumptions and risks. CPCN for the Vancouver Island Transmission Reinforcement Project (Decision: July 7, 2006) B.C. Transmission Corporation applied for a certificate to upgrade transmission service to Vancouver Island. Adjudication required an assessment of competing projects, and an evaluation of complex technical specifications. The public input process provided an opportunity for more than twenty stakeholders to participate. Aquila Canada, , last position held: Vice President, Regulatory and Legislative Services Responsibilities included filings, workshops, negotiations, and testimony before the BCUC and the Alberta Energy and Utilities Board. 2

47 Attachment B Municipal Access Agreement (September 1, 1999)

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