These Terms and Conditions constitute the Agreement between you (may also be referred to as the customer) and Energy Technology Savings, Inc. DBA Logical Buildings (“Logical Buildings”) under which Logical Buildings will act as the aggregator to facilitate the participation of your electric service account in one or more of the following programs: (i) the Commercial System Relief Program (Reservation Payment Option or Voluntary Participation Option) (“CSRP”) and/or the Distribution Load Relief Program (Reservation Payment Option or Voluntary Participation Option) (“DLRP”) offered: (a) by the Consolidated Edison Company of New York (“Con Edison”) under the terms of Rider T to its Tariff PSC No. 10 (“PSC No. 10”); (b) by Orange & Rockland Utilities, Inc. (“O&R”) under the terms of Riders E and F to its Tariff PSC No. 3 (“PSC No. 3” and, collectively with PSC No. 10, the “Tariffs”), all as filed with the New York State Public Service Commission and in effect from time to time; and/or (ii) Demand Response or other related revenue generating grid services programs offered by the New York Independent System Operator (the “NYISO”) under NYISO’s Market Administration and Control Area Services Tariff, as modified and in effect from time to time (the “MST”). This could include participation in Special Case Resources (“SCR”), Emergency Demand Response Program (“EDRP”), Demand-Side Ancillary Service Program (“DSASP”) and any future NYISO demand management program that may become available. Participation in such NYISO programs will be determined based upon factors including account size, service class, evidence of reliable load control, available storage or generation connected to the account. Such Con Edison, O&R and NYISO programs together comprise the “Demand Response Programs” or “Grid Rewards”. Con Edison and O&R may be referenced together in this Agreement as the “Utility(ies)”.
In the event that you enroll after May 1st of the current year, you will automatically be enrolled in your Utility’s Commercial System Relief Program (Voluntary Participation Option) and Utility Distribution Load Relief Program (Voluntary Participation Option) for the current year, rather than the Reservation Payment Options of these programs. The Utilities’ Voluntary Participation Options are considered Demand Response Programs or Grid Rewards as defined under this Agreement, however, the payments for the Utilities’ Voluntary Participation Options will differ from the Reservation Payment Options. See table below in section 4. NYISO program enrollment will be dependent upon enrollment cut off dates in the particular programs.
Under the Demand Response Programs, the Utilities and the NYISO are required to make certain payments to eligible customers* who reduce their usage of electricity below normalized levels during certain periods of peak demand designated by the Utilities or the NYISO and occurring during their particular capability period (May 1 to September 30 for the Utilities and May 1 to October 31 or November 1 to April 30 for the NYISO) (“Capability Period”). Programs make final payments after their Capability Periods have ended, and customers who drop out of the program prior to the end of the applicable Capability Period are not eligible to receive payments from that program.
1-Products/Services: Under this Agreement, Logical Buildings will provide you with the following in connection with the demand response services provided under this Agreement:
* Utility Tariffs require that customers have Advanced Metering Infrastructure (“AMI” or “Smart”) meters on their accounts in order to participate in the Demand Response Programs. Customers served under Utility Bring Your Own Thermostat Programs are not eligible to participate in the Demand Response Programs. Customers participating in Utility Net Energy Metering programs will receive only reservation payments from their Utility’s CSRP and/or the DLRP, as applicable, but will not receive performance payments. Customers participating in Con Edison’s newer Value Stack Rider R program make an irrevocable one-time decision to forego Demand Reduction Value (“DRV”) and Locational System Relief Value (“LSRV”) payments by enrolling in the CSRP and/or the DLRP, as applicable, but they will receive reservation payments from these Demand Response Programs. DRV refers to the portion of the payments under Rider R that relates to the utility calculated estimates for the cost of upgrading the distribution network to accommodate new peak loads. LSRV refers to the portion of the payments under Rider R that relates to the value for location-specific congestion relief in the distribution network. Other limitations may also apply.
** Con Edison refers to the areas in which it requests these load reduction services as “Networks.” For additional information on these Networks, visit https://www.coned.com/-/media/files/coned/documents/save-energy-money/rebates-incentives-tax-credits/smart-usage-rewards/networks-and-tiers.pdf". O&R does not divide their territory into specific Networks and therefore, events are called for all participants at the same time.
***There are no payment guarantees. Payments are based upon the amount you and other participants reduce energy usage during an event. Logical Buildings assumes no responsibility for Utility data or usage inaccuracies.
2-Term of the Agreement/Renewal:
If you are enrolled in a Utility Reservation Payment Option program, this Agreement will become effective as of May 1 of the current year and remains in effect for one year. If you are enrolled in the Utility Voluntary Participation Option programs, this Agreement will become effective as of the date that your account is accepted by the Utility into the Voluntary Participation Option programs and remains in effect until May 1 of the following year. NYISO program enrollment will be dependent upon enrollment cut off dates in the particular programs.
This Agreement will renew on May 1 of each year, at which point your account will automatically be considered for enrollment into the Utility Commercial System Relief Program (Reservation Payment Option) and the Utility Distribution Load Relief Program (Reservation Payment Option) based upon your actual reductions in prior Capability Periods. Each year, your account will be enrolled in either the Reservation Payment Option or the Voluntary Participation Option, unless you notify Logical Buildings that you would like to cancel this Agreement by March 20th of the current year. In addition, your account may be enrolled in relevant NYISO Demand Response Programs.
You may cancel this Agreement at any time, but if you cancel prior to the end of a Capability Period, you forfeit the right to any payments for such Capability Period. To cancel, email “Cancel my Demand Response Enrollment” with your Utility account number included to firstname.lastname@example.org. Canceling your authorization for the Utility through the Share My Data platform does not provide for cancellation of this Agreement. You must email Logical Buildings as described above in order to cancel this Agreement.
3-Program Information: Utility Tariffs require that the Utilities provide customers with advance notice of periods when demand reductions are needed and also specify how long demand reductions must remain in effect to qualify for compensation.
The DLRP normally provides notification 2 hours prior to an event, however, there may be times where less notice is provided for immediate events.
The CSRP normally provides notification 21 hours prior to an event, however, there may be times where less notice is provided for an unplanned event. The duration of events will be communicated to participants when event notifications are provided.
To learn more about these programs, visit https://www.coned.com/-/media/files/coned/documents/save-energy-money/rebates-incentives-tax-credits/smart-usage-rewards/smart-usage-program-guidelines.pdf?la=en https://www.oru.com/en/save-money/rebates-incentives-credits/incentives-for-business-customers/demand-response-incentives/demand-response-incentives-payment-options
4-Payment Terms:The tables below describe the potential, maximum, payment amounts for performance in the programs under the Tariffs as currently in effect.
Under the Utility Demand Response Programs’ Reservation Payment Options, customers can receive both a monthly reservation payment based on the amount by which they agree in advance to reduce their usage below normalized levels during peak load periods designated by the Utility, and a per kilowatt-hour (“kWh”) payment for actual reductions in electricity use during such periods.****
Under the Utility Demand Response Programs’ Voluntary Participation Options, customers can receive a per kilowatt-hour (“kWh”) payment for actual reductions in electricity use during such periods.
Logical Buildings reserves the right to choose an allocation of revenue methodology among participants. The maximum amounts that can be earned are shown below:
Con Edison Reservation Payment Option Programs
Program: Distribution Load Relief Program
Program: Commercial System Relief Program
Con Edison Voluntary Participation Option Programs
Program: Distribution Load Relief Program
Program: Commercial System Relief Program
Note: The payments that Con Edison is required to make under the Demand Response Programs will vary based upon how much energy you and other participants in your Network reduce during such events.
O&R Demand Response Programs
Program: Reservation DLRP
Program: Reservation CSRP
Program: Voluntary DLRP/CSRP
Note: The Tier 1 or Tier 2 determination is based on geographic location. The payments that O&R is required to make under the Demand Response Programs will vary based upon how much energy you and other participants reduce during events.
Payments for NYISO’s Demand Response Programs are dependent on each season’s or month’s capacity rates and the real time energy market rates, as well as the reduction achieved during demand response events. Participants in the NYISO SCR program receive monthly capacity payments in addition to performance payments when they respond to events and test events****. Participants in the NYISO EDRP program receive energy payments for any reduction achieved during events, with a minimum payment of $0.50/kWh reduced. DSASP performance payments are based upon the reserve or regulation market clearing price.
****The actual amount of any monthly reservation payments made under Utility/NYISO programs will depend on the extent to which the customer is able to provide the amount of demand reduction it has agreed to provide.
Although some of the payments listed above are for monthly performance, Logical Buildings will pay the customer for demand reduction services under this Agreement in a single lump sum payment to be made within 60 days after both the Utility and the NYISO have completed their final adjustments and reconciliations for the applicable Capability Period. Logical Buildings will deduct its fee from such payment.
5-Non-Performance:There are no penalties for non-performance other than loss of the opportunity to receive demand response payments. However, non-performance in one event may negatively impact overall payments.
6-No Electric Sales or Delivery Service: Nothing in this Agreement shall be construed as a commitment by Logical Buildings to supply or deliver electric power or energy to the Customer’s premises.
7-Agency: By providing your authorization using Logical Buildings’ GridRewards™ mobile or web energy management software applications, you appoint Logical Buildings as your agent to register your account in the Utility and NYISO Demand Response Programs, to determine and provide the Utility and NYISO with the level of demand response reservations under each of those programs, to receive information from Con Edison’s Retail Access Information System, including your name, address and historic and current hourly metered energy usage, to receive payment from the Utility and/or the NYISO for your participation in the Demand Response Programs, to deduct our fee from such payments, and to otherwise interact with the Utility and/or the NYISO on your behalf as may be necessary or desirable for your participation in Demand Response Programs.
8-Proprietary Rights/Rights to Access/Use of Online Services: Subject to your compliance with the terms of this Agreement, Logical Buildings hereby grants to you a limited, revocable, non-transferable right to access and use the services for your personal, non-commercial use for the term of this Agreement. Except for the Customer’s actual metered use of electric power, which shall at all times remain the property of the Customer, the concepts, information, and applications furnished by Logical Buildings to the Customer under this Agreement shall remain the property of Logical Buildings, and Customer shall have no ownership interest, or rights to such during the term of, or upon, termination of this Agreement. Logical Buildings or third-party firmware or software embedded in, or “downloaded” to Logical Buildings’ or a third party’s equipment or used to provide the services, may be protected by trademark, copyright, patent and/or other intellectual property laws. Customer shall not take any action that will modify, reverse compile, disassemble, reverse engineer, otherwise attempt to derive the source code, or rent, lease, loan, sublicense, distribute, copy, modify, translate, post, publish or create derivative works.
9-Consent to Electronic Delivery of Account Communications: You hereby authorize Logical Buildings to deliver correspondence, notices and other communications using the methods chosen by you during the enrollment process.
10-Security:Access to the services under this Agreement is enabled by username and password. You shall maintain your username and password in strict confidence. You shall not share your username or password with another party or allow another person to access the services under your username or password.
11-Termination:Logical Buildings may immediately suspend or terminate this Agreement and its provision of the service without notice or liability in whole or in part if you violate any of the terms of this Agreement.
12-Liability Limitation:In no event will Logical Buildings be liable for any consequential, indirect, exemplary, special or incidental damages or any lost profits, revenues, data, use or opportunities arising from or relating to this Agreement. Logical Buildings is not and shall not be liable for any losses or damages that occur as a result of customers misuse of the services provided under this Agreement unless also arising from the negligence or willful misconduct of Logical Buildings. Logical Buildings will not be liable for any damages caused by Force Majeure Events. In no event will Logical Buildings’ total cumulative liability in connection with this Agreement, whether in contract or tort or otherwise, exceed the amounts paid to Customer by Logical Buildings under this Agreement. “Force Majeure Events” means acts of God, riots, fires, floods, unusually severe weather, epidemics, pandemics, curtailment or termination of sources or supplies of energy or power, inability to obtain or delay in obtaining materials or supplies, strikes or other labor disputes, acts of war, insurrection, civil unrest, terrorism, elevated risk of terrorism, riot or disorder, acts of governmental authorities, changes in law or regulation, or any other cause beyond the reasonable control of Logical Buildings, whether similar or dissimilar to those listed herein.
13-Disclaimer of Warranties: LOGICAL BUILDINGS, ITS AFFILIATES, PARTNERS, SUPPLIERS, OFFICERS, DIRECTORS, EMPLOYEES AND SUCCESSORS AND ASSIGNS, NOR ITS THIRD-PARTY DATA OR SERVICE PROVIDERS, LICENSORS, AND THEIR RESPECTIVE PARTNERS, SUPPLIERS AND AFFILIATES MAKE ANY REPRESENTATION OR WARRANTY, EXPRESSED, OR IMPLIED OR STATUTORY AS TO THE PERFORMANCE OR RELIABILITY OF THE ONLINE SERVICES OR ANY DATA OR INFORMATION OBTAINED FROM THE SERVICES PROVIDED UNDER THIS AGREEMENT OR WITH RESPECT TO YOUR USE OF SUCH SERVICES OR SUCH DATA OR INFORMATION, OR OTHERWISE WITH RESPECT TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. Logical Buildings makes no representation or warranty with respect to the existence, continuation, status or availability of the Demand Response Programs. Payments under the Demand Response Programs are not guaranteed and depend upon multiple factors including your performance and the performance of others in your network during demand response events. Logical Buildings makes no warranty on meter reading accuracy or any other data accuracy. There may be times when the app is unavailable due to maintenance or other reasons.
14-Indemnification: You shall indemnify and hold Logical Buildings and its officers, directors, managers, members, shareholders, employees, licensors, service providers, suppliers, contractors and agents and their successors and assigns harmless from and against any and all losses, liabilities, expenses, damages and costs, including reasonable attorneys’ fees and expenses, expert witness fees and expenses and court costs, that arise out of your use of the services provided under this Agreement or any portion thereof, or any information or data derived therefrom.
15-Governing Law: The construction and performance of these Terms and Conditions will be governed by the substantive laws of the State of New York without regard to its choice of law rules.
16-No Third-Party Beneficiaries/Assignment: This Agreement is made and entered into for the sole protection and benefit of the parties hereto and no other person or entity shall be a direct or indirect beneficiary of, or shall have any direct or indirect cause of action or claim in connection with this Agreement. The terms and the rights and obligations under this Agreement may not be assigned, delegated or otherwise transferred by you to any third party, by operation of law or otherwise, without the prior written consent of Logical Buildings.
17-General: This Agreement constitutes our entire agreement and supersedes any prior agreements and understandings, whether oral or written, between the parties hereto with respect to the subject matter hereof. This Agreement may be amended only by an instrument in writing signed by Logical Buildings and you. The failure of Logical Buildings to enforce its rights under the terms of this Agreement will not be construed as a waiver of such rights. In the event that any provision of the terms of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that the remaining terms will otherwise remain in full force and effect and enforceable.