Topic:"Contract Terms" in M03413

1 6.0 EQUIPMENT AND SERVICES SELECTION 2 3 The contract for the 20 General Electric 1.5sle wind turbines was originally executed by 4 Skypower effective March 2009, before the involvement of NSPI or 324 NSL. Each turbine has 5 the followin...

AI summary The document details the selection of General Electric 1.5sle wind turbines for a project, originally contracted by Skypower in 2009. NSPI and 324 NSL later acquired the project, retaining the GE turbines due to a pre-existing deposit and operational considerations. An O&M agreement with GE ensures technical support, while other NSPI sites use different turbine models.

1 7.0 PROJECT DEVELOPMENT ACTIVITIES TO DATE 2 3 The purchase of the Project from 324 NSL was completed on May 28, 2010. The purchase 4 agreements are provided in Appendices 3 and 12. Given the nature of ownership and control of 5 this dev...

AI summary The Project was purchased by NSPI from 324 NSL in 2010. Key activities include asset verification, lease acquisitions for 31 wind farm properties and 56 transmission route properties, turbine site planning, transmission line construction, and completion of agreements like the Generation Interconnection Agreement, Environmental Assessment Approval, and EPC Contract with Emera.

File #5911·S17·2 - "Expected Annual Production" means the expected annual production as stipulated by the Proponent in the Proposal and as agreed by the Minister and as specified in Schedule A; - "Fiscal Year" means the period beginning on...

AI summary The document defines key terms for a project agreement, including incentives, repayment mechanisms, and production thresholds. It outlines the Minister of Natural Resources' role, schedules for calculations, and the Standard Threshold Price of $120 per megawatt hour. The agreement specifies incentives at $10 per megawatt hour or $0.01 per kilowatt hour.

7. COMMTSSJONTNr. OF PRO.mCT - 7.1 The Proponent shall send to the Minister a conunissioning report, signed by a professional engineer registered in Canada, that indicates the Commissioned Date, its rated capacity, and its expected annual...

AI summary The Proponent must submit a commissioning report with technical details and EcoLogo certification within 18 months of agreement execution. The Minister may adjust deadlines if commissioning is delayed, subject to their sole discretion.

16. DEFAULT - 16.1 If, in the opinion of the Minister, acting reasonably, there has been a material misrepresentation or a material breach of warranty under Article 2 (Representations and Warranties) ot the Proponent fails to proceed dilig...

AI summary The section outlines the Minister's remedies when the Proponent is in material default, including termination of the agreement, under conditions such as bankruptcy, insolvency, or breach of contract terms.

28. AMENDMENTS 28.1 No amendment of this Agreement or waiver of any of its terms and conditions sllal! be deemed valid unless effected by a written amendment signed by the Parties.

AI summary The section establishes that any amendment or waiver to the agreement's terms must be made in writing and signed by both Parties, emphasizing the formal requirements for modifying contractual obligations.

32. SUCCESSORS AND ASSIGNS 32.1 This Agreement shall inure to the benefit of and be binding on the Parties and their respective representatives, successors and assigns.

AI summary This clause states that the agreement's benefits and obligations extend to the Parties' representatives, successors, and assigns, ensuring enforceability across legal entities and future stakeholders.

34. PRIORITY OF DOCUMENTS - 34.1' The wordings of the documents listed below are hereby incorporated into and form part of this Agreement. If there is a discrepancy between the wordings of any documents that appear on the list, the wording...

AI summary This section establishes the priority hierarchy of documents within the agreement. Articles of the Agreement take precedence, followed by Schedules A, B, and C, with the Proponent's Proposal dated August 27, 2007, having the lowest priority in case of discrepancies.

35. ENTIRE AGREEMENT 35.1 This Agreement constitutes the entire Agreement between the Parties with respect to the subject matter of this Agreement and supersedes all previous negotiations. communications, and other agreements, whether writ...

AI summary This clause states that the agreement is the entire agreement between the parties, superseding all prior negotiations and agreements. It is executed on behalf of Her Majesty the Queen in right of Canada and the Proponent.

formerly SkyPower Corp.) and Scotian Windfields Inc. dated August 24, 2009, and subsequently assigned to the Company with the consent of the Minister of the Environment of the Province of Nova Scotia;

AI summary A Power Purchase Agreement (PPA) between formerly SkyPower Corp. and Scotian Windfields Inc., dated August 24, 2009, was assigned to the Company with the consent of Nova Scotia's Minister of the Environment.

ARTICLE 2 SCHEDULES 2.1 Description of Schedules. The following are the Schedules attached to and incorporated in this Agreement by reference and deemed to be a part hereof: Schedule "A" - Assets Schedule "B" - Material Contracts Schedule...

AI summary Article 2 outlines the schedules incorporated into the agreement, including Assets, Material Contracts, Promissory Note, and Required Consents. These schedules are referenced as integral parts of the agreement.

ARTICLE 3 AGREEMENT OF PURCHASE AND SALE - 3.1 Agreement of Purchase and Sale and Payment for Development Costs. Subject to the terms and conditions hereof the Company agrees to sell, assign and transfer to the Purchaser and the Purchaser...

AI summary The Agreement of Purchase and Sale outlines the transfer of Assets from the Company to the Purchaser at fair market value, with the Purchaser responsible for paying Development Costs as of the Closing Date. The transfer becomes effective upon Closing, with the Purchaser becoming the beneficial owner regardless of legal title timing.

(g) Options. With respect to the Options: - (i) there have been no amendments, changes or modifications of any of the Options and there are no agreements outside the Options between the Company and any landowner under any Options; - (ii) t...

AI summary The Options are confirmed to be unmodified, with no disputes, defaults, or unpaid fees. Landowners have consented to transactions, and the agreement will not breach any Option terms. All financial obligations have been fulfilled, and no penalties are anticipated.

(h) Permits. With respect to the Pennits: - (i) each has been duly obtained or made, were validly issued to or assigned to the Company, are in full force and effect, are final and not subject to modification or appeal and all appeal period...

AI summary The document asserts that all permits are valid, in force, and not subject to modification, with no defaults or disputes in Material Contracts. The Company confirms compliance with permit conditions and contractual obligations, ensuring no adverse effects from the transaction.

(P) Validity of Agreement. (i) The entering into of this Agreement and the consummation of the transactions contemplated hereby will not result in the violation of any of the terms and provisions of the memorandum of association and articl...

AI summary The document outlines representations regarding the validity of an agreement, ensuring compliance with laws, enforceability of obligations, absence of conflicting agreements, and proper disclosure. It emphasizes that the agreement does not violate legal provisions, is binding, and that the Company is not subject to conflicting obligations or non-resident tax status.

ARTICLE 8 SURVIVAL OF REPRESENTATIONS AND WARRANTIES - 8.1 Certificate of a Party. All statements contained in any certificate or other instrument delivered by or on behalf of any party pursuant or in connection with the transactions conte...

AI summary Article 8 establishes that representations, warranties, and covenants of both the Company and Purchaser survive the transaction's closing for five years, remaining enforceable despite investigations or the Closing itself.

- 13.3 Time of the Essence. Time shall be of the essence of this Agreement. - 13.4 Further Assurances. This Agreement is intended to operate as an actual transfer, assignment and assumption of the Assets, but from time to time, if and as r...

AI summary The document outlines contractual obligations under a legal agreement, emphasizing the enforceability of terms, requirements for executing additional documents to transfer assets, expense allocation between parties, and jurisdiction governed by Nova Scotia and Canadian laws.

MATERIAL CONTRACTS - 1. the Leases; - 2. the Options; - 3. the Eco Energy Agreement; - 4. the EUS Agreement; - 5. the GE Contract; - 6. the Generator Interconnection Agreement; - 7. the Magna Purchase Order; - 8. the Services Agreement; an...

AI summary The document lists key material contracts and agreements, including leases, options, the EcoEnergy Agreement, EUS Agreement, GE Contract, and others, which are central to the regulatory proceeding.

1 DEFINITIONS Whenever used in the PPA, the following capital ized terms have ihe meanings ascribed to them below: Additional Interconnection Equipment - has the meaning set forth in section 5.3(b)(i). Affiliate - means any Person that: (a...

AI summary The definitions section outlines key terms in the PPA, including Commercial Operation, Certification, and CAA. It references the Income Tax Act and Renewable Energy Standard Regulations (Nova Scotia), emphasizing contractual obligations and regulatory compliance for renewable energy projects.

f the Commercial Terms. Net Output - means the Energy output of the Facility at the Delivery Point, as determined in accordance with section 5.2. NSPI - means Nova Scotia Power Incorporated. NSPI Group - nleans any of NSPI and its Affiliat...

AI summary The text defines key terms related to a Power Purchase Agreement (PPA) and Nova Scotia Power Incorporated (NSPI), including Net Output, Performance Security, Permits, and other contractual obligations. It outlines NSPI's role, the Seller's responsibilities, and conditions for Performance Security Default.

2.1 Construction of the Facility (a) The Seller shall perform, or cause to be performed, all actIvItIes necessary to complete the design, construction and commissioning of the Facility, at the Site, using Good Utility Practice and in compl...

AI summary The Seller is obligated to construct the Facility in compliance with the PPA, laws, and regulations, ensuring it meets the Commercial Operation Date. A Generator Interconnection Agreement must be executed prior to interconnecting the Facility to the System.

2.2 Delay in Achieving Commercial Operation Date - (a) If the Commercial Operation Date fails to occur by the Scheduled Commercial Operation Date then the Seller shall be liable to NSPI, upon demand, as liquidated damages in respect of suc...

AI summary The text outlines liquidated damages for delays in achieving the Commercial Operation Date (COD) under a Power Purchase Agreement (PPA). If COD is delayed, the Seller must pay NSPI the Pre-COD Amount, recoverable via Performance Security. This is NSPI's sole remedy, though it does not exempt the Seller from other PPA obligations.

2.3 l\10difications to Facility Subject to the provisions of section 4.1 (d), the Seller shall not make any material modification to the Facility during the Term without the prior written consent of NSPI, which consent may be given subject...

AI summary The Seller is restricted from making material modifications to the Facility without NSPI's prior written consent, which may be conditional on compliance with laws, Good Utility Practice, and PPA terms. NSPI is not required to consent if modifications could harm their rights under the PPA or affect the Energy Bid or Name Plate Capacity.

3.1 Term and Related Provisions - (a) The PPA shall become effective upon the date hereof. - (b) Without prejudice to the provisions of the PPA which pertain to that period prior to the commencement of the Term, the Term shall commence on...

AI summary The PPA becomes effective immediately, with the term starting on the Commercial Operation Date. The Seller must negotiate a new PPA with NSPI before the last six months of the term. During the final six months, NSPI has the right to match any proposed sale of energy by the Seller.

3.2 Performance Security (a) - (i) The Seller shall provide and maintain Performance Security: - (A) in an amount equal to two-fifths (2/5) of the Pre-COD Amount, within ten (10) Business Days of the date of the PPA; and - (B) in an amount...

AI summary Section 3.2 outlines Performance Security requirements under the PPA. The Seller must provide Performance Security in two stages: 2/5 of Pre-COD Amount within 10 Business Days of the PPA and 3/5 upon receiving the Interconnection Study. NSPI may enforce the security via Letters of Credit, reduce it post-Commercial Operation Date, and withhold payments for defaults. Replacement security must be provided if defaults occur or Letters of Credit expire.

4.1 Required Sale and Delivery of Energy - (a) Subject to, and in accordance with, the terms and conditions of the PPA, the Seiler shaH sen and deli ver to NSFI and NSPI shall purchase and lake deli very at the Delivery Point, the entire N...

AI summary The Seller must deliver the Facility's Net Output to NSPI under the PPA, meeting annual Energy Bid targets. Shortfalls below 90% trigger liquidated damages for Renewable Attribute Loss and replacement energy costs. The Facility must be designed to ensure average yearly output meets Energy Bid requirements.

4.2 Acceptance of Energy - (a) Subject to, and in accordance with, the tenns and conditions of the PPA, NSPI shall purchase or take the entire Net Output of the Facility (including the entire Net Output during the Interim Period), provided...

AI summary NSPI is obligated to purchase the Facility's Net Output under the PPA, with exceptions for non-compliance with Good Utility Practice. The Seller's sole remedy for NSPI's failure to purchase is a price claim under section 5.1, while curtailments under the Generator Interconnection Agreement exclude Seller claims. NSPI retains verification rights over Seller calculations.

5.1 Energy Payment Subject to~ and in accordance with~ the terms and conditions of the PPA: - (a) for Net Output during the Interim Period~ for Excess Energy during the Term and for Net Output during any period where the Seller is in breac...

AI summary NSPI's payment obligations to the Seller under the PPA, including different rates for Net Output during the Interim Period and the Term, with monthly billing as per section 5.2.

5.4 Disputed Payments and Netting In respect of amounts owing by one Party to the other pursuant to the PPA: - (a) Both Parties have the right to withhold that portion of payment in dispute until resolution is reached. - (b) If a dispute w...

AI summary Section 5.4 outlines procedures for handling disputed payments under the PPA, including withholding payments until resolution, interest at the Prime Rate for resolved disputes, and netting rights subject to dispute resolution. Both parties retain set-off rights under the PPA.

6.2 Failure to Maintain Certification If the Seller fails to maintain Certification of the Facility during any period within the Term then the Seller shall be liable to NSPI, as liquidated damages on account of the Renewable Attribute Loss...

AI summary The section outlines NSPI's right to claim liquidated damages from the Seller for failing to maintain certification of the Facility, calculated as Renewable Attribute Loss Rate multiplied by Daily Energy Bid. NSPI may recover these damages via Performance Security or recourse against the Seller, excluding other PPA obligations. This applies separately from section 4.1(c).

9.1 Ownership, Risk and Responsibility - (a) Property in and all risk relating to the Energy generated and delivered to NSPI by the Seller pursuant to the PPA will pass from the SeHer to NSPI at the Delivery Point. The Seller shall be resp...

AI summary The PPA assigns risk and ownership responsibilities between the Seller and NSPI. Risk transfers at the Delivery Point, with the Seller responsible for transmission costs up to that point and NSPI beyond. The Seller retains ownership of the Facility and Site, handling their development, operation, and maintenance.

9.2 Insurance - (a) The Seller shall, at all times during the Term and throughout any period when the FacIlity is being constructed, place and maintain ail risk property insurance and boiler and machinery insurance with respect to the Faci...

AI summary Section 9.2 outlines insurance requirements for the Seller and NSPI, including all-risk property, boiler/machinery, and public liability insurance with specific coverage limits. NSPI must be named as an additional insured, and policies must include cross-liability provisions. The Seller must notify NSPI of insurance changes and may propose alternate coverage if standard terms are unavailable.

10.1 Indelnnification - (a) Each Party (an "Indemnitor") shall indemnify and hold harmless the other Party and the other rnernbers of its Group (each an "Indemnitee") from and against all losses, damages and liabilities suffered by the Ind...

AI summary Section 10.1 outlines indemnification obligations under the PPA, requiring parties to compensate each other for losses arising from wilful acts, negligence, or breach of obligations. NSPI and the Seller are liable for emissions-related claims and energy delivery-related liabilities, with procedural requirements for notice and defense of claims.

10.2 Consequential Loss Neither Party shall be liable to the other Party under any theory of liability for any punitive, consequential or indirect damages, of any nature whatsoever, arising out of or in connection with the PPA, including l...

AI summary Section 10.2 of the PPA limits liability for consequential damages, excluding claims for loss of revenue, profit, or goodwill, except for liquidated damages, payment for Net Output, Seller's Claimable Amount, and Early Termination Payment. This provision defines the scope of liability between the Seller and NSPI.

10.3 Representations and Warranties of Seller The Sellcr represents and warrants to NSPI as follows, and acknowledges that NSPI is reI ying on such representations and warranties in entering into the PPA: - (a) It has the requisite power,...

AI summary The Seller makes multiple legal and operational warranties to NSPI regarding the PPA, including enforceability, compliance with laws, absence of insolvency, and ownership of renewable credits. These warranties form the basis for NSPI's reliance on the agreement's validity and the Seller's capacity to fulfill obligations.

10.4 Representations and Warranties of NSPI NSPI represents and warrants to the Seller, and acknowledges that the Seller is relying on such representations and warranties in entering into the PPA: - (a) It has the requisite power~ authorit...

AI summary NSPI provides warranties to the Seller regarding its legal capacity to enter the PPA, the enforceability of the agreement, absence of legal conflicts, no insolvency events, no pending litigation, and compliance with regulatory requirements. These assurances are critical for the Seller's reliance on the PPA's validity and NSPI's obligations.

maintain any claim or title of NSPI to Emission Reductions and Renewable Energy Credits pursuant to section 7.1 (a). All such records shall be maintained as required by Laws and Regulations but for no less than seven (7) years after the cr...

AI summary The document outlines NSPI's rights and obligations regarding record-keeping, access to facilities, and confidentiality under the PPA. It mandates seven-year retention of records, mutual access to financial/operating data, and NSPI's right to inspect the Site/Facility for metering and compliance purposes, subject to safety protocols.

12.2 Remedies of NSPI - (a) If a Seller Event of Default (other than a Seller Event of Default under sections 12. i (e) and 12. i (0) occurs and has not been remedied or cured within the tinle allowed pur~uant to this Agreenlent and, after...

AI summary Section 12.2 outlines NSPI's remedies for Seller Events of Default under the PPA, including termination, early termination payments, payment set-off, enforcement of performance security, and obligation suspension, with varying timelines and conditions based on the type of default.

12.4 Remedies of the Seller - (a) If a NSPI Event of Default (other than a NSPI Event of Default under sections 12.3(b) and 12.3( c)) occurs and has not been remedied or cured within the time allowed pursuant to this Agreement and, after s...

AI summary The section outlines the Seller's remedies for NSPI defaults under the PPA. Termination rights vary based on default type: 5 days' notice for non-12.3(b/c) defaults (with 60-day discovery limit), immediate termination for 12.3(b) defaults upon 15-day notice, and automatic termination for 12.3(c) defaults. Termination effects include suspending Seller obligations post-termination.

12.5 Early Termination Payment (a) If NSPI terminates the PPA pursuant to section 12.2 (except for a Seller Event of Default under section 12.1 (a», NSPI shall~ in good faith~ determine its Termination Costs and calculate its claim for liq...

AI summary Section 12.5 outlines NSPI's obligation to calculate and pay Early Termination Payments to the Seller upon PPA termination, including Termination Costs, Renewable Attribute Loss, and Present Value differences. The Seller may dispute the amount but not the methodology, with unresolved disputes referred to section 13.4. Payment terms include interest at the Prime Rate.

12.6 Termination for Force Majeure Where the Seller is entitled to relief from its obligations under section 13.2, and the occurrence or impact of the Force Majeure Event has a material adverse effect on the performance by the Seller of it...

AI summary This section outlines termination rights under force majeure in a PPA. If a force majeure event causes a material adverse effect on the Seller's obligations for over 12 months, either party may terminate the PPA with 15 days' notice, without costs or payments, and Performance Security must be returned immediately.

12.7 Saving Provision For certainty, the rights of the Parties under this section 12 will be in addition to the rights of the Parties set forth in section 16(b), provided this provision shall not be deemed to allow any double recovery.

AI summary This provision clarifies that the rights outlined in section 12 are supplementary to those in section 16(b), explicitly prohibiting any double recovery of rights or benefits under these sections.

13.2 Force Majeure - (a) For purposes of the PPA, "Force Majeure Event" means any event or circumstance that is beyond the control of the affected Party ("Affected Party"), which is not an Excepted Relief Event, and includes: - (i) acts of...

AI summary Section 13.2 defines 'Force Majeure Event' under the PPA as events beyond an affected party's control, including natural disasters, epidemics, wars, government orders, and labor disputes. The definition emphasizes that the affected party must have used commercially reasonable efforts to oppose government orders.

13.3 Assignment (a) Subject to section 13.3(b), a Party shall not assign or dispose of the PPA, or any direct or indirect interest in the PPA, except with the consent of the other Party, such consent not to be unreasonably withheld, delaye...

AI summary Section 13.3 outlines restrictions on assigning the PPA, requiring consent from the other party, 30-day notice, and documentation. Assignments via sale, merger, or control changes are deemed assignments. Exceptions include assignments to Facility Lenders and changes in publicly traded ownership.

13.5 Right of First Refusal If at any tinle after the Commercial Operation Date the Seller receives a bona fide written offer (a '"Third Party Offer") from any Person deaiing at Arm's Length with parties to the PPA (the "Third Party Offero...

AI summary This section outlines NSPI's right of first refusal, requiring the Seller to offer NSPI the opportunity to purchase the Facility at the same terms as a third-party offer. NSPI has 15 business days to accept, after which the Seller may proceed with the third party if NSPI declines.

14.1 General - (a) For the purposes of interpreting the PPA: - (i) Words in the singular include the plural and vice versa. - (ii) The use of the words "including" and "include" are not limiting. - (iii) The words "herein", "hereof" and "h...

AI summary Section 14.1 outlines general terms for interpreting the PPA, including definitions, legal references, compliance with laws, and the independent contractor relationship between parties. It emphasizes written consent, time-sensitive obligations, and the execution of the agreement in counterparts.

14.3 Liquidated Damages The Parties acknowledge and agree that, in the circumstances where liquidated damages are payabie by one Patty to the other, the other Party will suffer financial damage in such circUIll~tances and that such financi...

AI summary The Parties agree that liquidated damages are a genuine pre-estimate of financial harm caused by breaches, not a penalty. They acknowledge that actual damages would be difficult to quantify, justifying the predetermined amount as a reasonable approximation of losses.

14.4 Remedies Unless otherwise expressly provided, any duties and obligations imposed by the PPA and any rights and remedies available under the PPA shall be in addition to and not a lin1itation of any other duties, obligations, rights and...

AI summary The section outlines that duties and obligations under the PPA are additive to, not limiting, other rights and remedies available under the PPA or applicable laws and regulations.

14.7 Preparation of PPA The PP A shall be considered for all purposes as prepared through the joint efforts of the Parties, including provisions relating to the validity, interpretation, construction of the PPA and the respective obligatio...

AI summary The Power Purchase Agreement (PPA) is prepared jointly by the Parties, ensuring provisions are not construed against either party due to negotiation or drafting events. The PPA's validity, interpretation, and obligations are governed by mutual efforts, emphasizing fairness in construction and execution.

14.8 Severability If any provision of the PPA is declared or held to be illegal, invalid or unenforceable, such provision shall be considered stricken and the reInainder of the PPA shall remain in full force and effect. The Parties shall n...

AI summary Section 14.8 outlines a severability clause for the PPA, stating that if any provision is deemed illegal or unenforceable, it will be removed while the rest of the agreement remains valid. The Parties must negotiate in good faith to replace the invalid provision with a legally enforceable alternative that aligns with the original intent.

14.9 Complete Agreement All previous communications or agreernents between the Parties, whether verbal or written, with reference to the subject matter of the PPA are superseded by the PPA and the PPA constitutes the entire agreement betwe...

AI summary The PPA establishes itself as the sole agreement between the Parties, superseding all prior verbal or written communications. Any amendments require subsequent written agreements between the Parties.

14.10Waiver No waiver of any provision of the PPA shall be binding unless executed in writing by the Party to be bound thereby. No wai ver of any provision of the PPA shall constitute a waiver of any other provision thereof, nor shall any...

AI summary The waiver provisions in the PPA require written agreements to be binding, with no implied or continuing waivers. Inspections or approvals by NSPI or government agencies do not relieve the seller of obligations under the PPA. Each waiver applies only to the specific provision and does not affect others.

14.13Joint and Several Liability If the Seller is not a single entity then all entities comprising the Seller shall be jointly and severally liable to NSPI for all representations, warranties, indemnities, obligations and liabilities of th...

AI summary Section 14.13 establishes that if the Seller is not a single entity, all constituent entities are jointly and severally liable to NSPI for all obligations under the PPA, including representations, warranties, and indemnities.

16 SURVIVAL AND ENUREMENT - (a) Except as otherwise expressly provided in the PPA, the PPA shall not confer upon any other Person, except the Parties and, subject to section 13.3, their respective successors and assigns, any rights, intere...

AI summary Section 16 outlines that the PPA's rights and obligations survive expiration or termination, emphasizing continuing provisions like confidentiality, indemnification, and dispute resolution. It clarifies that accrued rights, indemnities, confidentiality obligations, and enforcement costs remain unaffected post-termination.

WHEREAS: - A. The Licensor, as purchaser, and the Licensee, as vendor, entered into an asset purchase agreement dated May 28, 2010 (the "Purchase Agreement") whereby the Licensee agreed to sell to the Licensor the Purchased Assets (as defi...

AI summary The Licensor and Licensee entered an asset purchase agreement in 2010, requiring a license for asset use and a repurchase option. The Licensee needs access to assets to fulfill its Power Purchase Agreement obligations.

ARTICLE 2 SCHEDULES 2.1 Description of Schedules. The following are the Schedules attached to and incorporated in this Agreement by reference and deemed to be a part hereof: Schedule "A" - Assets

AI summary Schedule 'A' - Assets is attached to and incorporated into the agreement by reference, forming part of the document. This schedule outlines the assets relevant to the agreement.

ARTICLE 4 DEFAULT ARTICLE 4 DEFAULT - 4.1 Default. Any ofthe following constitutes an Event of Default under this Agreement: 4.1 Default. Any ofthe following constitutes an Event ofDefault under this Agreement: - (a) . any payment due to t...

AI summary Article 4 defines events of default under the agreement, including non-payment of fees (including license fees and third-party obligations) within 30 days of notice, and breaches of obligations that remain unremedied after written notice. The clauses outline specific conditions triggering default, focusing on payment timelines and remediation requirements.

ARTICLES COVENANTS ARTICLES COVENANTS - 5.1 Covenants of Licensee. The Licensee hereby covenants with Licensor: 5.1 Covenants of Licensee. The Licensee hereby covenants with Licensor: - (a) To pay the Licensee Fee to the Licensor as set ou...

AI summary The Licensee agrees to pay the Licensee Fee as outlined in Section 3.4, comply with Licensor-imposed requirements and the Power Purchase Agreement, and use Licensed Assets exclusively for the Project while adhering to Licensor terms and conditions.

1 Grant of Option. As of the Effective Date, the Licensor, hereby grants to the Licensee an irrevocable option to purchase the Optioned Assets on the telliS and conditions set forth in this Agreement.

AI summary The Licensor grants the Licensee an irrevocable option to purchase Optioned Assets effective from the Effective Date, subject to the terms outlined in the Agreement. This provision establishes the right to acquire assets under specified conditions, emphasizing the contractual framework governing the transaction.

6.5 Termination of Power Purchase Agreement Upon the expiration of the Option in accordance with Section 6.4(c) hereof, the parties mutually agree to terminate the Power Purchase Agreement and the Licensor shall return to the Licensee the...

AI summary Upon expiration of the Option under Section 6.4(c), the PPA terminates mutually, requiring the Licensor to return the Licensee's performance security. This outlines post-expiration obligations tied to the agreement's termination.

tire Agreement. This Agreement (including the schedules hereto) contains all the representations and constitutes the entire agreement between the Paliies with respect to the subject matter hereof. Any prior conespondence, memoranda or agre...

AI summary The text outlines key provisions of a legal agreement, including its status as the entire agreement between parties, governing law under Nova Scotia and Canadian laws, restrictions on assignment without consent, and the execution of multiple counterparts. It emphasizes the supersession of prior communications and the holistic interpretation of terms.

÷- Document Name Date Parties Geotechnical Investigation, Final Report June 3, 2009 Strum Environmental SkyPower Corp. Supplementary Geotechnical Investigation July 7, 2009 Strum Environmental SkyPower Corp. Supplementary Geotechnical Inve...

AI summary The document lists various contracts and reports related to the development of a project, including geotechnical investigations, surveys, and construction contracts, with SkyPower Corp. as a key party involved in multiple agreements and collaborations.

1. Dermed Terms Initial capitalized terms used in this Agreement and not otherwise defmed herein shall have the meanings given to them in the Purchase Agreement.

AI summary The document references terms defined in the Purchase Agreement, indicating that capitalized terms in the Agreement are to be interpreted according to their definitions in the Purchase Agreement.

6. Further Assurances Upon the request from time to time of the Purchaser, the Vendor shall execute all such conveyances, bills of sale, transfers, assignments, notices and other documents and use all reasonable efforts to secure all neces...

AI summary The Vendor is obligated to execute conveyances, secure consents, and transfer assets to the Purchaser upon request, ensuring legal vesting of title and protection of the Purchaser's rights in the purchased assets.

been no amendments, changes or modifications of any of the Leases and there are no agreements outside the Leases between the Assignor and any landlord under any Lease with respect to any such tenancy; - (iii) the Assignoris not in default...

AI summary The text outlines conditions regarding lease agreements, confirming no defaults by the Assignor or landlords, full payment of fees, and absence of disputes. It emphasizes the validity of leases and compliance with their terms as of the closing date.

DIGBY WIND FARM CONSTRUCTION CONTRACT Between: 3240384 Nova Scotia Limited and Emera Utility Services Inc.

AI summary The document outlines a construction contract between 3240384 Nova Scotia Limited and Emera Utility Services Inc. for the Digby Wind Farm. The agreement pertains to the development and implementation of the wind energy project in Nova Scotia.

Emera Utility Services Inc. WHEREAS Nova Scotia Power Inc. has contracted with 3240384 Nova Scotia Limited (the "DEVELOPER") for the supply of electric power from a wind farm at Digby (the "PPA"); WHEREAS the DEVELOPER wishes to retain Eme...

AI summary Nova Scotia Power Inc. has contracted with 3240384 Nova Scotia Limited (the DEVELOPER) for a wind farm's electricity supply via a PPA, retaining Emera Utility Services Inc. (the CONTRACTOR) to fulfill the agreement. The document outlines the parties' mutual covenants and terms.

ARTICLE Al - THE WORK - 1.01 The CONTRACTOR shall perform the Work in accordance with the Contract including the supply all material, labour, supervision, tools, equipment and supplies necessary for the proper performance of all work neces...

AI summary The CONTRACTOR is obligated to construct and commission a wind farm at Gulliver's Cove, Nova Scotia, while the DEVELOPER must pay the Contract Price per Article A3. The DEVELOPER aims to meet Commercial Operation Date requirements under the PPA and Federal ecoENERGY funding obligations.

ARTICLE A2- SCHEDULES The following Schedules are attached to, and form part of, the Contract: - A Lump Sum Prices; - B Contract Documents: Bl Overview of Engineering scope B2 Site Layout B3 Tender documents B4 Technical Specifications and...

AI summary The document outlines schedules attached to a contract, including Lump Sum Prices, Contract Documents (engineering scope, site layout, tender documents, technical specifications), Exclusions to Scope of Work, and a Progress Schedule detailing major milestones.

ARTICLE A3- CONTRACT PRICE The "Contract Price" shall be the total price for the items of work attached hereto as Schedule "A", together with any adjustments that are made in accordance with the provisions of the Contract and any applicabl...

AI summary The Contract Price under Article A3 includes the total price for work items in Schedule A and adjustments per the contract, excluding harmonized sales tax. Progress payments follow GC 15 Applications for Payment guidelines.

ARTICLE A6- MISCELLANEOUS Should any provision, in whole or in p81i, of the Contract be found to be legally invalid, void or unenforceable, the remaining provisions of the Contract shall not be affected thereby, and the pal1ies hereto shal...

AI summary The contract includes a clause ensuring that if any provision is deemed invalid, the remaining terms remain enforceable. Parties must promptly amend invalid provisions with reasonable replacements that align with their original intent.

GC 1 DEFINITIONS Unless the context otherwise specifies or requires, for the purposes of the Contract Documents, the following terms shall have the meanings set forth in this General Condition: - "Agreement" means the executed Form of Agre...

AI summary This section defines key contractual terms for a project, including 'Agreement,' 'Change Order,' 'Commercial Operation Date,' and references to the Builder's Lien Act (Nova Scotia). Definitions establish obligations for the DEVELOPER and CONTRACTOR, with emphasis on project infrastructure, legal compliance, and operational timelines.

"CONTRACTOR" means Emera Utility Services Inc. "Default" means an event or condition (including an act or omission), the occurrence of which would, with the lapse of time or the giving of notice, or both, become an Event of Default. "Defec...

AI summary The text defines key contractual terms, including 'CONTRACTOR' as Emera Utility Services Inc., 'Default' as events leading to contractual breaches, and 'Defect' as non-compliant work or outcomes. These definitions establish legal and operational parameters for the agreement.

"DEVELOPER" means 3240384 Nova Scotia Limited. "Direct Cost" means CONTRACTOR's documented and reasonable cost of material, equipment, labour, labour benefits, overhead associated with direct labour, and costs and expenses of Subcontractor...

AI summary The definition of 'Direct Cost' includes documented and reasonable expenses for materials, equipment, labor, benefits, overhead, and subcontractors, explicitly excluding profit and general administration. The term is defined by the DEVELOPER, 3240384 Nova Scotia Limited, in the context of contractual obligations.

"Scope Change" means - (i) a Change Order or Approved Change Request; - (ii) the identification, removal, transportation and disposal of Hazardous Substances; - (iii) changes to Laws and Regulations arising after the date of the Contract w...

AI summary The document defines 'Scope Change' as modifications to a contract including Change Orders, hazardous substance handling, post-contract law changes, or technical specification updates. Key terms include 'Subcontractor,' 'Substantial Completion,' and 'Technical Specifications.' The Turbine Supplier is identified as General Electric, and 'Work' encompasses engineering, procurement, and construction activities under the contract.

GC 2 DOCUMENTS - 2.1 The CONTRACTOR shall keep one copy of current Contract Documents and shop drawings at the Site, in good order and available to DEVELOPER. - 2.2 Drawings, specifications, models and copies thereof fumished by the DEVELO...

AI summary The document outlines contractual obligations between the CONTRACTOR and DEVELOPER, including document retention requirements, ownership of materials, and the binding nature of Contract Documents. It emphasizes compliance with specifications and exclusive use of provided materials for the Work.

2.6 In the Contract: - (a) words denoting the singular include the plural and vice versa and words denoting any gender include all genders; - (b) the word "including" shall mean "including without limitation"; - (c) any reference to a stat...

AI summary Section 2.6 outlines interpretive rules for the contract, including gender-neutral language, statutory references, and time calculations. Section 2.7 establishes a hierarchy for resolving conflicts between contract documents, prioritizing the Agreement, General Conditions, and technical specifications over other components.

GC 3 ADDITIONAL INSTRUCTIONS - 3.1 During the progress of the Work the DEVELOPER will furnish to the CONTRACTOR such additional instructions to supplement the Contract as may be necessary for the perfolmance of the Work. Such instructions...

AI summary GC 3 Additional Instructions outline the DEVELOPER's obligation to provide written, contract-consistent instructions to the CONTRACTOR during project execution. Instructions may include specifications, drawings, or samples and must align with agreed schedules and progress timelines, subject to scope changes.

GC 4 ADMINISTRATION OF THE CONTRACT - 4.1 The CONTRACTOR will be responsible for and will have, unless othelwise required by the Contract, control or charge of construction means, methods, techniques, sequences or procedures, or for safety...

AI summary The CONTRACTOR manages construction methods and safety, while the DEVELOPER interprets technical specifications and resolves disputes. The DEVELOPER also reviews contractor submittals and provides written decisions within 10 days. Liability for non-compliance rests with the CONTRACTOR unless due to DEVELOPER negligence.

GCS DELAYS - 5.1 The CONTRACTOR agrees to perform the Work within the time and in the maimer specified, or within any extension of the Contract Times agreed to by the parties in writing or expressly provided for in this Contract. - 5.2 The...

AI summary The contract outlines obligations for the DEVELOPER and CONTRACTOR regarding project delays, including force majeure, scope changes, and liability for damages. Delays caused by the DEVELOPER or non-force majeure events require compensation, while disputes are resolved via GC 9. Extensions are allowed for scope changes (GC 13) and force majeure, with specific notice requirements.

GC 6 THE DEVELOPER'S RIGHT TO PERFORM WORK OR STOP THE WORK OR TERMINATE CONTRACT FOR DEFAULT - 6.1 The occurrence of anyone 01' more of the following events shall constitute a Default by the CONTRACTOR under this Contract but shall not be...

AI summary This section outlines conditions constituting a contractor's default under the contract, including failure to comply with arbitration awards, obligations, or insolvency proceedings. Remediation periods and developer discretion in determining cure timelines are specified, with termination rights reserved if defaults remain unremedied.

GC 7 TERMINATION FOR CONVENIENCE - 7.1 DEVELOPER shall have the right to suspend performance of the Work or terminate this Contract or any part hereof without any reason, at any time, by giving notice thereof to Contractor. - 7.2 Upon rece...

AI summary The Developer retains the right to unilaterally suspend or terminate the contract at any time without justification, requiring the Contractor to halt operations except for safety or preservation activities. The Contractor must also discontinue ordering materials and attempt to cancel existing orders upon termination.

GC 8 CONTRACTOR'S RIGHT TO STOP THE WORK OR TERMINATE CONTRACT - 8.1 The occurrence of anyone or more of the following events shall constitute a Default by the DEVELOPER under this Contract but shall not be considered an Event of Default u...

AI summary The document outlines conditions under which a DEVELOPER constitutes a default, allowing the CONTRACTOR to terminate the contract. Defaults include non-payment, failure to comply with obligations, or ignoring arbitration awards, with specified notice and cure periods. The CONTRACTOR may terminate if defaults remain unremedied.

GC 10 ASSIGNMENT 10.1 Neither party may assign or transfer the whole or any part of this Contract without the prior written consent of the other patty.

AI summary The contractual clause prohibits either party from assigning or transferring any part of the agreement without the other party's prior written consent, emphasizing restrictions on assignment rights under the contract.

GC11 OTHER CONTRACTORS - 11.1 The DEVELOPER reserves the right to enter into separate contracts in connection with the Project of which the Work is a patt, or to do work at the Site by the DEVELOPER's own forces. CONTRACTOR and DEVELOPER a...

AI summary The DEVELOPER and CONTRACTOR must coordinate work with other contractors, including the Turbine Supplier, to ensure timely and efficient project execution. The DEVELOPER is responsible for coordinating its own work, ensuring insurance compliance, and preventing disputes, while the CONTRACTOR must adhere to Contract Documents for coordination.

GC12SUBCONTRACTORS - 12.1 The CONTRACTOR agrees to preserve and protect the rights of the pruties under the Contract with respect to work to be performed under subcontract and to: - (a) enter into contracts or written agreements with its S...

AI summary The CONTRACTOR is obligated to ensure subcontractors adhere to contractual terms and assumes full liability for their actions, while explicitly stating no direct contractual relationship exists between subcontractors and the DEVELOPER.

GC 13 CHANGES - 13.1 The DEVELOPER may, without invalidating this Contract, at any time before the Total Completion of the Work, issue a Change Order relating thereto with the Contract Price and Contract Times being adjusted accordingly by...

AI summary The document outlines procedures for modifying contracts through change orders and requests, specifying that the DEVELOPER can adjust contract price and timelines, while the CONTRACTOR must comply with approved changes. Emergency work requiring immediate action is addressed, with costs potentially borne by the CONTRACTOR if due to their default or negligence. Dispute resolution is referenced for scope change disagreements.

GC 14 VALUATION AND CERTIFICATION OF CHANGES IN THE WORK - 14.1 If the type of work involved in a Change Order is included in the items contained in the Schedule of Lump Sum Prices, it shall be performed on the same payment basis as the or...

AI summary GC 14 outlines procedures for valuing and certifying changes in work under a contract. It specifies methods for determining costs (lump sum, unit prices, cost-plus) and requires agreement between DEVELOPER and CONTRACTOR. Dispute resolution (GC 9) is referenced for unresolved disagreements, with DEVELOPER initially determining adjustments.

GC lS APPLICATIONS FOR PAYMENT - 15.1 The Contract Price is the total price for the performance of the Work, provided that the CONTRACTOR in accordance with section A3 of the Agreement. - 15.2 The CONTRACTOR shall, however, be entitled to...

AI summary The text outlines payment procedures under a contract, specifying the Contract Price, interim payments based on work performed, the DEVELOPER's role in verifying quantities, monthly payment requests by the CONTRACTOR, and the DEVELOPER's obligation to issue cheques upon certification. Payments cease once the Contract Price plus HST is reached.

GC 16 EFFECT OF PAYMENTS - 16.1 No payment made by the DEVELOPER under this Contract or partial or entire use or occupancy of the Work by the DEVELOPER shall constitute an acceptance of Work or Products which are not in accordance with req...

AI summary The section outlines that payments by the developer or use of the work do not imply acceptance of non-conforming work. Both parties waive claims against each other post-completion, except for specific exceptions like prior written claims, indemnification/warranty issues, interest charges, disputes under GC 9, and construction lien legislation.

GC 18 LAWS AND REGULATIONS, NOTICES, PERMITS - 18.1 The CONTRACTOR shall obtain all permits, licenses, certificates and such other authorizations as may be required to operate its business and to carry out any transportation in connection...

AI summary The CONTRACTOR is responsible for obtaining permits and complying with laws during project execution, while the DEVELOPER handles modifications to contract documents due to regulatory changes. The CONTRACTOR must notify the DEVELOPER of discrepancies between contract documents and regulations, with the DEVELOPER managing subsequent changes per GC 13 and GC 14.

GC 19 INDEMNIFICATION - 19.1 Subject to GC 19.2, the CONTRACTOR covenants to indemnify and save harmless the DEVELOPER and its respective members, shareholders, directors, officers, legislators, officials and employees involved in the Proj...

AI summary The indemnification clause (GC 19) obligates the CONTRACTOR to indemnify the DEVELOPER against claims arising from breaches, defects, negligence, or property/personal injury related to the Project. The DEVELOPER is exempt from liability for claims stemming from its own negligence or third-party contract breaches not caused by the CONTRACTOR.

GC 21 INSURANCE 21.1 The CONTRACTOR, at its own expense, shall purchase and maintain insurance in full force and effect with insurers lawfully authorized to do business in the jurisdiction in which the Project is located and in accordance...

AI summary The CONTRACTOR must purchase and maintain insurance covering the DEVELOPER against claims arising from the CONTRACTOR's operations. Insurance must be with authorized insurers, meet commercial standards, and be agreed upon by both parties. Certificates of Insurance and policies must be provided upon demand.

GC 23 DAMAGES AND MUTUAL RESPONSIBILITY - 23.1 The CONTRACTOR shall be responsible for the proper performance of the Work to the extent that the design and specifications, including the Technical Specifications and Drawings, permit such pe...

AI summary The section outlines mutual indemnification obligations between the CONTRACTOR and DEVELOPER, specifying that each must compensate the other for damages arising from their respective negligence. It also limits liability for consequential damages and sets interest rates for overdue payments.

GC 25 WARRANTY - 25.1 The CONTRACTOR agrees to correct promptly, at its own expense, Defects or deficiencies in the quality and soundness of its work which appear prior to and during the warranty period, which shall be defmed as follows (t...

AI summary The warranty period for the project is 12 months from total completion, with extensions for repairs or shutdowns caused by defects. The DEVELOPER must notify the CONTRACTOR of defects, and the CONTRACTOR must correct them or pay for damages. Extensions apply if repairs are made during the initial warranty period or if the project is shut down due to defects.

GC 26 CONTRACTOR'S RESPONSIBILITIES AND CONTROL OF THE WORK - 26.1 The CONTRACTOR shall cause each portion of the Work to be conscientiously and efficiently undertaken and carried out in a good, careful, timely and ptudent matmer, using qu...

AI summary The document outlines the CONTRACTOR's obligations to perform work diligently, comply with laws, address non-conformances, ensure safety, and manage site conditions. It emphasizes adherence to Contract Documents, developer rules, and standards, with responsibilities for rectifying issues and maintaining site safety.

26.6 The CONTRACTOR shall provide: - (a) temporary protection against weather so as to maintain all Work free from injury and damage; - (b) heat, fuel, and services to protect the Work against injury from wind, snow, rain, hail, water, and...

AI summary The CONTRACTOR must protect work from weather damage, provide temporary utilities, report document errors, meet deadlines, maintain updated progress schedules, and manage materials. Ownership transfers to DEVELOPER upon payment or delivery, with CONTRACTOR bearing risks for materials. Progress updates require detailed status reports and revisions.

GC 27 SUPERVISION - 27.1 The CONTRACTOR shall employ a competent supervisor having significant experience with wind turbines made by the Turbine Supplier and necessary assistants who shall be in attendance at the Site while work is being p...

AI summary The CONTRACTOR must employ a qualified supervisor with turbine experience, while the DEVELOPER must designate a representative. Both parties grant their representatives authority to bind them, with procedures for replacement or removal if representatives are deemed incompetent. Written confirmation of instructions is required for important directives.

GC 28 LABOUR AND PRODUCTS - 28.1 Unless otherwise expressly and clearly stipulated elsewhere in the Contract, the CONTRACTOR shall provide and pay for all labour, products, tools, constlUction machinery and equipment, water, heat, light, p...

AI summary The CONTRACTOR must provide all labor, products, and services required for the Work, ensuring quality and discipline. The DEVELOPER may use CONTRACTOR's equipment under specific conditions, with compensation for loss of use. The CONTRACTOR retains responsibility for materials until project completion.

GC 29 SITE CONDITIONS - 29.1 lfthe DEVELOPER or the CONTRACTOR discover conditions at the Site which are: - (a) Subsurface or otherwise concealed physical conditions which existed before the commencement of the Work which differ materially...

AI summary GC 29 outlines procedures for notifying and addressing unexpected site conditions during construction. If subsurface or concealed conditions differ materially from Contract Documents, the observing party must notify the other within 5 business days. The DEVELOPER must then issue Scope Change instructions under GC 13 and determine change values per GC 14.

GC 30 COMPLETION - 30.1 Completion of this Contract shall occur in two (2) phases identified as (a) Substantial Completion of the Work, and (b) Total Completion of the Work. - 30.2 When Substantial Completion of the Work occurs, the CONTRA...

AI summary The contract completion process involves two phases: Substantial Completion and Total Completion. Upon Substantial Completion, the Contractor issues a certificate, and the Developer assumes responsibility. A 125% retention is applied to Punch List Items, with payment to the Contractor upon completion.

GC 31 CLEANUP AND FINAL CLEANING OF THE WORK - 31.1 The CONTRACTOR shall maintain the Work in a tidy condition and free from the accumulation of waste products and debris, other than that caused by the DEVELOPER, Other Contractors, or thei...

AI summary The CONTRACTOR must maintain the Work site tidy and free of debris, excluding waste caused by the DEVELOPER or other contractors. Upon Substantial Completion, the CONTRACTOR must remove surplus materials, tools, and debris, leaving the Site clean and suitable for occupancy by the DEVELOPER unless otherwise specified.

ghts set out therein, the DEVELOPER may cause an auditor designated by it: - (a) during nOlmal business hours; - (b) without material interference with the performance by the CONTRACTOR of the Work; and - (c) at the sole cost and expense o...

AI summary The DEVELOPER has the right to audit the CONTRACTOR's Work Records during normal business hours and without disrupting operations, at the DEVELOPER's expense. The CONTRACTOR must cooperate by providing access to records and information for verification purposes.

GC 33 REJECTED WORK - 33.1 Any Defect, whether the result of poor workmanship, use of defective products, or damage through carelessness or other act or omission of the CONTRACTOR and whether incorporated in the Work or not, which has been...

AI summary The section outlines obligations for contractors when work is rejected due to defects. Contractors must redo rejected work at their expense, repair damage to other contractors' work caused by corrections, and face potential financial deductions if repairs are deemed infeasible. The DEVELOPER retains discretion to assess value differences and deduct accordingly.

GC 35 TECHNICAL INFORMATION AND METHODS 35.1 CONTRACTOR agrees to furnish to the DEVELOPER all technical information, including detailed transportation, placement and erection procedures and methods, relating to the performance of the Work...

AI summary The Contractor is obligated to provide the Developer with detailed technical information and procedures for transportation, placement, and erection of the Work. The Contractor remains fully responsible for these procedures and any modifications due to field, weather, or marine conditions to avoid project delays.

GC 38 OTHER DUTIES AND OBLIGATIONS - 38.1 Subject to the provisions of the Contract, the DEVELOPER and the CONTRACTOR shall perform the following additional duties and obligations in cormection with the Work: - (a) Each party shall immedia...

AI summary The DEVELOPER and CONTRACTOR must notify each other immediately of all claims related to the Work and provide ongoing updates. Both parties are required to perform their duties diligently, in good faith, and in compliance with applicable laws and regulations.

GC 39 CONSTRUCTION REPORTS AND MEETINGS 39.1 The CONTRACTOR will provide a report monthly to DEVELOPER which will include at a minimum: - ( a) manpower by craft; - (b) work perfOlmed on each Progress Schedule activity; - (c) materials and...

AI summary The CONTRACTOR must submit monthly reports to the DEVELOPER detailing project progress, including manpower, work performed, materials, and compliance. Reports must be submitted on forms provided by the DEVELOPER and signed by the CONTRACTOR. The reports serve as job diaries, not for contractual issues. Monthly progress meetings are required, with the CONTRACTOR responsible for minutes.

GC 42 ACCESS ROADS AND PAR1aNG 42.1 The CONTRACTOR shall obtain approval from the DEVELOPER and shall be responsible for installing and maintaining, until the completion of the Work, any temporary access roads or parking facilities require...

AI summary The CONTRACTOR must secure DEVELOPER approval for temporary access roads or parking, install and maintain them during the Work, and restore them to their original condition post-completion. This outlines contractual obligations regarding infrastructure during project execution.

GC 43 MATERIAL AND EQUIPMENT - 43.1 The CONTRACTOR shall be responsible for the transportation of all materials and equipment furnished under this Contract. The CONTRACTOR shall also be responsible for loading, receiving and off loading at...

AI summary The CONTRACTOR is responsible for transporting, loading, unloading, storing, and securing all materials and equipment under the contract. The DEVELOPER does not accept deliveries on the CONTRACTOR's behalf unless otherwise specified. Storage arrangements and security measures are the CONTRACTOR's obligation.

GC 44 HOLDBACKSILIENS - 44.1 CONTRACTOR agrees that ten percent (10%) of the cost of the Work performed hereunder shall be held back by DEVELOPER from each payment made pursuant hereto pursuant to the Consttuction Lien Legislation (the "Ho...

AI summary Clause GC 44 establishes a 10% holdback mechanism where the DEVELOPER withholds payment from the CONTRACTOR until construction liens are resolved and statutory declarations are provided for each subcontract. Release requires proof of no outstanding liens and compliance with formal documentation.

GC 45 REPRESENTATIONS AND WARRANTIES - 45.1 Each palty represents and warrants to the other party that: - (a) It is duly organized and validly existing as a company or corporation under the laws of its jurisdiction of formation and has all...

AI summary The document outlines representations and warranties between parties in a contractual agreement, ensuring each party's legal authority, compliance with laws, absence of conflicting obligations, and qualifications to perform under the contract. Specific emphasis is placed on the Operator's expertise to deliver required works.

6. Main Transformer • As-Built Drawings All Contract Documents will be made available by the DEVELOPER on the DEVELOPER's FTP site. The DEVELOPER will forward document transmittals to the CONTRACTOR and the CONTRACTOR will download all suc...

AI summary The section outlines procedures for managing As-Built Drawings and Contract Documents, requiring the DEVELOPER to host documents on an FTP site and the CONTRACTOR to acknowledge receipt via signed transmittals.

1.6 General The CONTRACTOR shall submit specifications and drawings prepared as part of this Contract to the DEVELOPER for review and approval prior to issue. All documentation and records in accordance with Emera and good industry practic...

AI summary The CONTRACTOR must submit specifications, drawings, and documentation in electronic formats compatible with AutoCAD, along with six paper copies, for DEVELOPER approval. As-built documentation and final Operating and Maintenance manuals must also be provided.

[Attached] Since the tender documentation was prepared, the Site layout has changed. The CONTRACTOR acknowledges that the changes to the tender documentation to reflect the site layout in Schedule B2 does not change the scope of the Works.

AI summary The CONTRACTOR acknowledges that changes to the tender documentation reflecting updated site layout details in Schedule B2 do not alter the scope of the Works, despite modifications to the site layout since the original tender preparation.

EXCLUSIONS TO SCOPE OF WORK - Turbine procurement and transportation. The CONTRACTOR is responsible for offloading at the laydown area on the Site (Digby Wind Farm). - Main transfOlmer procurement (Contractor will transport the main transf...

AI summary The scope of work excludes turbine procurement, transportation, environmental permits, building permits, land leases, and easements at the Digby Wind Farm site. The CONTRACTOR is responsible for offloading turbines at the laydown area and transporting the main transformer from temporary storage.

ARTICLE 2. EFFECTIVE DATE, TERM AND TERMINATION

AI summary The document outlines the effective date, term, and termination provisions of an agreement, though no specific content is provided in the chunk. Key themes likely involve regulatory timelines, contractual obligations, and termination conditions.

2.2 Term of Agreement Subject to the provisions of Article 2.3, this GIA shall remain in effect for a period of twenty years from the Effective Date and shall be automatically renewed for each successive oneyear period thereafter.

AI summary The agreement's term is 20 years from the Effective Date, with automatic annual renewals, contingent on Article 2.3 provisions.

2.3.2 Default Either Party may terminate this GIA in accordance with Article 17. Notwithstanding the foregoing, no termination shall become effective until the Parties have complied with all Applicable Laws and Regulations applicable to su...

AI summary The GIA may be terminated by either party under Article 17, but termination requires compliance with applicable laws and regulations, including filing a notice with the Board, which must accept the notice for filing.

2.4 Termination Costs If a Party elects to terminate. this Agreement pursuant to Article 2.3 above, each Party shall pay all costs incurred (including any cancellation costs relating to orders or contracts for Interconnection Facilities an...

AI summary The section outlines termination cost responsibilities under a GIA, requiring parties to mitigate costs and specifying that the terminating party bears associated expenses. It details obligations for canceling or returning uninstalled interconnection facilities, retention rights for the Transmission Provider, and the Interconnection Customer's liability for removal/relocation costs of installed facilities.

2.6 Survival This GIA shall continue in effect after termination to the extent necessary to provide for final billings and payments and for costs incurred hereunder, including billings and payments pursuant to this GIA; to permit the deter...

AI summary This section outlines that the GIA (Standard Generator Interconnection and Operating Agreement) remains in effect post-termination to handle final billing, enforce liability, and allow access to lands for facility removal. It ensures obligations related to costs, indemnification, and land access persist even after the agreement's termination.

4.4 Performance Standards Each Party shall perform all ofits obligations under this GIA in accordance with Applicable Laws and Regulations, Applicable Reliability Standards, and Good Utility Practice, and to the extent a Party is required...

AI summary Parties must comply with applicable laws, regulations, and reliability standards under the GIA. Transmission Providers/Owners must amend the GIA and seek Board approval if compliance with regulations limits their actions. This ensures alignment with regulatory requirements and oversight.

5.1 Options Unless otherwise mutually agreed to between the Parties, Interconnection Customer shall select the In-Service Date, Initial Synchronization Date, and Commerqial Operation Date; and either Standard Option or Alternate Option set...

AI summary Section 5.1 outlines procedures for selecting key dates (In-Service Date, Initial Synchronization Date, Commercial Operation Date) and choosing between Standard or Alternate Options for interconnection facilities and network upgrades. Appendix A details required upgrades, while Appendix B documents selected dates and options.

5.1.3 Option to Build If the dates designated by Interconnection Customer are not acceptable to Transmission Provider, the Transmission Provider shall so notifY the Interconnection Customer within 30 Calendar Days, and unless the Parties a...

AI summary If the Transmission Provider cannot meet designated dates, the Interconnection Customer may assume responsibility for designing, procuring, and constructing interconnection facilities and stand-alone network upgrades, provided both parties agree on the scope of upgrades outlined in Appendix A of the GIA.

5.3 Liquidated Damages The actual damages to the Interconnection Customer, in the event the Transmission , Provider's Interconnection Facilities or Network Upgrades are not completed by the dates designated by the Interconnection Customer...

AI summary The section outlines liquidated damages for delays in completing interconnection facilities or network upgrades by the Transmission Provider. Damages are calculated at 1% per day (up to 20% of total costs) but exclude scenarios involving customer delays, force majeure, or customer responsibility. Payments are compensation, not penalties, for uncertain actual damages.

5.6 Construction Commencement The Transmission Provider shall commence construction of the Transmission Provider's Interconnection Facilities and Network Upgrades for which it is responsible as soon as practicable after the following addit...

AI summary The Transmission Provider must commence construction of interconnection facilities and network upgrades after securing governmental approval, real property rights, written authorization from the Interconnection Customer by Appendix B's deadline, and providing security as per Article 11.5.

5.16 Suspension Interconnection Customer reserves the right, upon written notice to Transmission Provider, to suspend at any time all work by Transmission Provider associated with the construction and installation of Transmission Provider'...

AI summary Section 5.16 outlines the Interconnection Customer's right to suspend Transmission Provider work under the GIA, requiring safe conditions and cost coverage. Suspension triggers cost recovery for prior and suspension-related expenses, with termination if work remains suspended for three years. Restarting work incurs additional costs for Transmission Provider.

5.19.1 General Either Party may undertake modifications to its facilities. If a Party plans to undertake a modification that reasonably may be expected to affect the other Party's facilities, that Party shall provide to the other Party suf...

AI summary Parties must notify each other of facility modifications, provide confidential details about timing and potential electricity flow impacts, and submit plans 90 days in advance. Transmission Providers must estimate additional system modifications and costs within 30 days for non-interconnection modifications.

10.1 Transmission Provider Obligations Transmission Provider shall maintain the Transmission System and the Transmission Provider's Interconnection Facilities in a safe and reliable manner and in accordance with this GIA.

AI summary The Transmission Provider is obligated to maintain the Transmission System and Interconnection Facilities in a safe and reliable manner, adhering to the Standard Generator Interconnection and Operating Agreement (GIA). This ensures compliance with regulatory standards for grid infrastructure.

12.1 General Each Party shall submit to the other Party, on a monthly basis, invoices of amounts due for the preceding month. Each invoice shall state the month to which the invoice applies and fully describe the serviCes and equipment pro...

AI summary Section 12.1 outlines invoicing requirements under the GIA, mandating monthly invoices detailing services and equipment. It allows netting of mutual debts to streamline payments, ensuring only the net amount is settled between parties.

12.4 Disputes In the event of a billing dispute between Transmission Provider and Interconnection Customer, Transmission Provider shall continue to provide Interconnection Service under this GIA as long as Interconnection Customer: - (i) c...

AI summary The section outlines procedures for resolving billing disputes under the GIA between Transmission Provider and Interconnection Customer. Service continues if disputed payments are escrowed, with default notices issued if requirements are unmet. Resolution requires payment of disputed amounts within 30 days, including interest.

13.7 Limited Liability Except as otherwise provided in Article 11.6.1 of this GIA, neither Party shall be liable to the other for any action it takes in responding to an Emergency Condition so long as such action is made in good faith and...

AI summary Section 13.7 limits liability for actions taken during emergencies, provided they are done in good faith and align with Good Utility Practice, except as specified in Article 11.6.1 of the GIA.

17.1.2 Right to Terminate If a Default is not cured as provided in this Article, or if a Default is not capable of being cured within the period provided for herein, the non-defaulting Party shall have the right to terminate this GIA by wr...

AI summary The section outlines the non-defaulting party's right to terminate a Generator Interconnection Agreement (GIA) if a default remains uncured. Termination allows recovery of all amounts due, plus damages, with termination provisions surviving the agreement's end.

18.1 Indemnity The Parties shall at all times indemnify, defend, and save the other Party harmless from, any and all damages, losses, claims; including claims and actions relating to injury to or death of any person or damage to property,...

AI summary The indemnity clause requires both parties to protect each other from damages, losses, or claims arising from their obligations under the agreement, except in cases of gross negligence or intentional wrongdoing by the indemnified party.

18.2 Consequential Damages Other than the liquidated damages heretofore described, in no event shall either Party be liable under any provision of this GIA for any losses, damages, costs or expenses for any special, indirect, incidental, c...

AI summary This clause limits liability for consequential damages under the Generator Interconnection Agreement (GIA), excluding losses like lost profits, equipment costs, and revenue. It specifies that damages from other agreements are not considered consequential here.

18.3 Insurance Each party shall, at its own expense, maintain in force t~roughout the period ofthis GIA, and until released by the other Party, the following minimum insurance coverages, with insurers authorized to do business in the provi...

AI summary Each party must maintain specified insurance coverages throughout the GIA period, with insurers authorized in the province of the Point of Interconnection.

19.1 Assignment This GIA may be assigned by either Party only with the written consent of the other; provided that either Party may assign this GIA without the consent of the other Party to any Affiliate of the assigning Party with an equa...

AI summary The GIA allows assignment by either party with the other's written consent, except to affiliates with equal credit ratings or for collateral financing by the Interconnection Customer. Assignments require notification to the Transmission Provider, and invalid assignments are void. Obligations remain unchanged regardless of assignment.

20.1 Severability If any provisiOn in this GIA is finally determined to be invalid, void or unenforceable by any court or other Governmental Authority having jurisdiction, such determination shall not invalidate, void or make unenforceable...

AI summary The severability clause in the Generator Interconnection Agreement (GIA) ensures that invalidation of one provision does not affect others. However, if the invalid provision relates to the Alternate or Negotiated Options, those provisions are nullified, and the Standard Option governs the parties' rights.

22.1.1 Term During the term of this GIA, and for a period of three years after the expiration or termination of this GIA, except as otherwise provided in this Article 22, each Party shall hold in confidence and shall not disclose to any pe...

AI summary This clause from a Generator Interconnection Agreement (GIA) obligates both parties to maintain confidentiality of Confidential Information for three years post-expiration/termination, unless otherwise specified in Article 22.

25.2 Reporting of Non-Force Majeure Events Each Party. (the "notifying Party") shall notify the other Party when the notifying Party becomes aware ofits inability to comply with the provisions of this GlA for a reason other than a Force Ma...

AI summary Parties to a Generator Interconnection Agreement (GlA) must notify each other of non-force majeure compliance failures, providing details on dates, duration, reasons, and corrective actions. Notification does not grant the recipient the right to claim anticipatory breach.

ARTICLE 26. SUBCONTRACTORS

AI summary Article 26 outlines regulations governing the use of subcontractors in Nova Scotia's energy sector, emphasizing oversight, compliance, and accountability. It likely addresses requirements for qualification, procurement processes, and adherence to standards set by regulatory bodies.

26.1 General Nothing in this OIA shall prevent·a Party from utilizing the services of any subcontractor as it deems appropriate to perform its obligations under this OIA; provided, however, that each Party shall require its subcontractors...

AI summary Section 26.1 allows parties to use subcontractors under the OIA, provided subcontractors comply with the agreement's terms. The party remains primarily liable for subcontractor performance.

27.1 Submission In the event either Party has a dispute, or asserts a claim, that arises out of or in connection with this GIA or its performance, such Party (the "disputing Party") shall provide the other Party with written notice of the...

AI summary The submission outlines a dispute resolution process under a Generator Interconnection Agreement (GIA), requiring written notice, informal resolution attempts by senior representatives, and arbitration if unresolved within 30 days. Parties retain legal remedies if arbitration is not agreed upon.

28.1 General Each Party makes the following representations, warranties and covenants:

AI summary Section 28.1 outlines that each party involved in the proceeding must make specific representations, warranties, and covenants as part of their obligations. The text establishes general legal commitments without detailing specific terms or conditions.

30.1 Binding Effect This GIA and the rights and obligations hereof, shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties hereto.

AI summary This section establishes that the Generator Interconnection Agreement (GIA) and its associated rights and obligations are binding on successors and assigns of the parties involved, ensuring continuity of contractual terms.

30.4 Entire Agreement This GIA, including all Appendices and Schedules attached hereto, constitutes the entire agreement between the Parties with reference to the subject matter hereof, and supersedes all prior and contemporaneous understa...

AI summary Section 30.4 of the Generator Interconnection Agreement (GIA) declares that the document, including its appendices and schedules, constitutes the complete agreement between the parties, superseding all prior oral or written understandings related to the subject matter. It explicitly states there are no additional agreements, representations, or conditions affecting compliance with the GIA.

30.5 No Third Party Beneficiaries This GIA is not intended to and does not create rights, remedies, or benefits of any character whatsoever in favor of any persons, corporations, associations, or entities other than the Parties, and the ob...

AI summary This clause explicitly limits the Generator Interconnection Agreement (GIA) to benefit only the Parties involved, excluding third parties. It clarifies that no rights, remedies, or benefits are conferred on entities outside the Parties, their successors, or permitted assigns.

30.9 Amendment The Parties may by mutual agreement amend this GIA by a written instrument duly executed by both of the Parties.

AI summary The amendment provision allows parties to modify the Generator Interconnection Agreement (GIA) through mutual written agreement executed by both parties. This establishes a formal process for amending contractual terms related to generator interconnection.

30.10 Modification by the Parties The Parties may by mutual agreement amend the Appendices to this GIA by a written instrument duly executed by both of the Parties. Such amendment shall become effective and a part of this GIA upon satisfac...

AI summary The Parties may mutually amend the Appendices to the Generator Interconnection Agreement (GIA) via a written instrument. Amendments become effective only after compliance with all applicable laws and regulations.

30.11 No Partnership This GIA shall not be interpreted or construed to create an association,joint venture, agency relationship, or partnership between the Parties or to impose any partnership obligation or partnership liability upon eithe...

AI summary This clause in the Generator Interconnection Agreement (GIA) explicitly prohibits the interpretation of the agreement as creating a partnership, joint venture, or agency relationship between the Parties. It clarifies that neither party may act on behalf of the other or bind the other party to any obligations.

ASSIGNMENT AND ASSUMPTION OF CONTRACTS AGREEMENT THIS AGREEMENT dated as of the 28th day of May, 2010. BETWEEN: 3240384 NOVA SCOTIA LIMITED, a body corporate, incorporated under the laws of the Province of Nova Scotia (the "Assignor") - an...

AI summary This Assignment and Assumption of Contracts Agreement dated May 28, 2010, transfers specific contracts and assets from 3240384 Nova Scotia Limited (Assignor) to Nova Scotia Power Incorporated (Assignee) under a Purchase Agreement. The Assignor agrees to assign, and the Assignee agrees to assume, all contracts effective at the Closing Date.

b. with respect to the Options as follows: - (i) there have been no amendments, changes or modifications of any of the Options and there are no agreements outside the Options between the Assignor and any landowner under any Options; - (ii)...

AI summary The text outlines six confirmations regarding the Options, stating no amendments, disputes, defaults, unpaid fees, required consents, or breaches. It emphasizes compliance with contractual terms and obligations between the Assignor and landowners.

SCHEDULE "A" MATERIAL CONTRACTS - 1. The Depatiment of Natural Resources Clean Energy Agenda EcoEnergy for Renewable Power Repayable Contribution Agreement between between Her Majesty the Queen and 3240384 Nova Scotia Limited executed by t...

AI summary Schedule A lists key contracts related to Nova Scotia's renewable energy initiatives, including EcoEnergy agreements, wind turbine procurement from GE, interconnection agreements with NSP, and land acquisition. Contracts involve entities like Emera, Interwind, and 3240384 Nova Scotia Limited, highlighting procurement, construction, and power generation arrangements.

NON-CONFIDENTIAL 1 Request IR-2: 2 3 Please provide the contracts and agreements through which 324 NSL purchased the assets 4 and rights in the Digby project from Skypower and Scotian Windfields. 5 6 Response IR-2: 7 8 The following is a l...

AI summary The document provides a list of contracts and agreements through which 324 NSL acquired assets and rights in the Digby Project from SkyPower and Scotian Partners, including purchase agreements, amendments, and orders, with references to attachments in UARB IR-1.

5. RFP Approaches to Lessen Contract Failure Page 8 of the KEMA report lists a number of techniques to lessen the probability of contract failures. Board Staff conducted an assessment of how NSPI has applied these techniques in the 2007 RF...

AI summary The document outlines NSPI's use of 'Threshold Considerations' in its 2007 RFP process to filter viable projects, including preconditions like interconnection requests, PPA alignment, and environmental attribute rights. Board Staff assessed these criteria and concluded they effectively ensured proposal quality.

g. Operational Performance Guarantees KEMA states that these are contractual terms that force the developer to pay the utility damages if the project fails to perform as specified in the contract, either by failing to achieve commercial op...

AI summary The text outlines contractual terms in the PPA requiring developers to compensate NSPI for underperformance, such as failing to meet output targets or commercial operations deadlines. Board Staff concludes these conditions align with recommended operational performance guarantees.

COMMENTARY All of the successful proponents raised some concerns about the PPA. Many of these concerns relate to drafting issues or are not otherwise of a very substantive nature. We would anticipate that these concerns will be resolved wi...

AI summary The commentary discusses concerns raised by successful proponents regarding the PPA, focusing on liquidated damages and penalties. Key issues include liability for delays in project completion and energy shortfalls, with compensation mechanisms for NSPI. Penalties under Renewable Energy Standards Regulations are also addressed, linking them to energy production failures.

nt; NOW, THEREFORE, Canada, 3240384 Nova Scotia Limited and NSPI for valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, covenant and agree as follows: - 1. NSPI shall be deemed to be a party...

AI summary This novation agreement transfers obligations and benefits under the Contribution Agreement from 3240384 Nova Scotia Limited to NSPI, effective March 12, 2010. Canada releases 3240384 Nova Scotia Limited from its obligations, while NSPI assumes responsibility and entitlements under the agreement.

Standard power purchase agreement - 32 (1) The Minister, in consultation with NSPI shall prepare a standard form of power purchase agreement to be used for the purposes of this Part and have the form of power purchase agreement approved by...

AI summary The Minister, in consultation with NSPI, must prepare a standard power purchase agreement (PPA) form for this Part, approved by the Board. Parties may modify the standard PPA but must submit the form to the Minister.

Standard contract - 37 (1) The renewable electricity administrator must, in consultation with NSPI, prepare a standard form power purchase agreement to be used for the purposes of section 4B of the Act and have the form of power purchase a...

AI summary The Renewable Electricity Administrator (REA) must collaborate with NSPI to develop a standard Power Purchase Agreement (PPA) for renewable electricity procurement under the Act. The PPA must be approved by the Board before procurement, with parties able to propose modifications, provided the agreed form is submitted to the Minister.

Power purchase agreement 46 Any power purchase agreement entered into or deemed to have been entered into pursuant to the provisions of Part III of these regulations is subject to suspension or cancellation by the Minister as provided in t...

AI summary The text states that any power purchase agreement (PPA) under Part III of the regulations may be suspended or cancelled by the Minister as specified in the regulations, highlighting regulatory authority over such agreements.

No assignment of power purchase agreement 49 No power purchase agreement entered into under Part III of these regulations may be assigned without the prior written consent of the Minister.

AI summary Section 49 prohibits the assignment of power purchase agreements under Part III without the Minister's prior written consent, emphasizing regulatory control over contractual transfers.

NON-CONFIDENTIAL 1 Request IR-4: 9 ecoENERGY benefit would be $0.36 million. 10 11 (d) The only construction contract in addition to the contract in Appendix 10 that was entered 12 into prior to NSPI acquiring the project was the Generatio...

AI summary The text outlines various contractual and legal arrangements related to a renewable energy project, including interconnection agreements, leases, transmission easements, and performance security under power purchase agreements. It references specific attachments for detailed summaries of these agreements.

Construction costs associated with Digby Wind Project Paid by NSPI to 3240384 Nova Scotia Limited 1 Request IR-6: 7 (ii) Does this contract include the Operating and Maintenance Agreement 8 mentioned on lines 13-15 of Page 17 of 26 of the...

AI summary The document outlines several requests related to the Digby Wind Project, including inquiries about the Operating and Maintenance Agreement, the Assignment Agreement, Harmonized Sales Tax implications, environmental approvals, and employment matters. These questions are aimed at clarifying contractual obligations, tax implications, regulatory compliance, and operational details of the project.

- 4 Changes total XXXXXXX and are in addition to the original contract price. Standby time incurred by R. MacLean Forestry due to delays in receiving all transmission line environmental permitting. GE requested alteration to the cable tray...

AI summary The text outlines several changes and requests made by NSPI during the project, including adjustments to installation procedures, assistance with equipment, and modifications to environmental and infrastructure designs, all of which are in addition to the original contract price.

BIDDING AND CONTRACT REQUIREMENTS SkyPower Corp. Contract 090630.00 Digby Wind Power Project Information to Tenderers Section 00 21 00 Page 1 June 2009 4. Site Visit .1 Site visits for Bidders will be scheduled between July 7 and July 11,...

AI summary The document outlines bidding and contract requirements for the Digby Wind Power Project, including site visit schedules and procedures for bidders. Site visits are limited to specific dates and require appointments with SkyPower representatives.

as specified under GC 12.3 of the General SkyPower Corp. Digby Wind Power Project Contract 090630.00 Section 00 21 00 Information to Tenderers Page 5 June 2009 .2 Provide information regarding the implementation of the Works and of the Con...

AI summary The text includes a contract and tender document related to the Digby Wind Power Project by SkyPower Corp., specifying requirements for information on implementation, quality assurance plans, and extended warranty conditions.

3. TENDERER AGREES: - .1 To enter into a contract to supply all labour, material and equipment and to do all work necessary to construct the Work as described and specified herein for the unit prices stated in Subsection 4 hereunder, Sched...

AI summary The tenderer agrees to construct the Work as described, using the unit prices stated in the Tender Form. The estimated Contract Price is based on tendered unit prices and estimated quantities, with adjustments made via a Stipulated Contract Price Agreement. Additional costs due to differing site conditions will be covered by the Contingency Allowance once the Contract exceeds the stipulated price.

- .5 That, in any event, the Contractor will not be paid less that the Stipulated Contract Price, unless the project scope is reduced. SkyPower Corp. Section 00 41 43 Digby Wind Power Project Tender Form Page 2 Contract 090630.00 June 2009...

AI summary The text outlines contractual terms related to the Digby Wind Power Project, specifying that the Contractor will not be paid less than the Stipulated Contract Price unless the project scope is reduced, and that any balance in the Contingency Allowance will remain with the Owner.

E931 Item No. Description Unit of Measurement Estimated Quantity Unit Price Total Price 17. Commissioning L.S. 1 SUBTOTAL COMMISSIONING (D) $ SUMMARY ESTIMATED CONTRACT PRICE (EXCLUDING HST) [(A) + (B) +(C) + (D)] $ CONTINGENCY ALLOWANCE (...

AI summary The document outlines the commissioning and construction schedule for the Digby Wind Power Project, including a contingency allowance and tax considerations. The tender form specifies a completion deadline and includes signature and contact information for the tenderer.

The Tenderer's attention is drawn to the General Conditions GC 3.8 – Subcontractors and Suppliers. The Tenderer shall enter the name and address of each Sub-Contractor used in making up the tender. Only one Sub-Contractor shall be named fo...

AI summary The Tenderer is required to list each Sub-Contractor used in the tender, including their name and address, with only one Sub-Contractor named for each part of the work to be sublet, as per General Conditions GC 3.8.

The following is an exact list of the Contract Documents referred to in Article 1, subsection 1 of this Agreement and as defined in subsection 6 of Section 00 71 00 DEFINITIONS. This list is subject to subsequent amendments in accordance w...

AI summary The text lists the Contract Documents referenced in the agreement, including the Standard Specification for Municipal Services, Tender Form, Form of Agreement, Supplementary Specifications, and Appendices A1 through A5, with the note that the list may be amended in accordance with the Contract Documents.

- .1 The quantities shown in Section 00 41 43 Tender Form Schedule of Quantities and Unit Prices will be used to process progress claims and in the event, additional quantities of individual items are required as a result of differing site...

AI summary The document outlines the use of quantities from the Tender Form Schedule for processing progress claims and specifies that any additional quantities due to differing site conditions will be funded from the Contingency Allowance at the unit rates bid in the Tender Form, but only after the Contract value exceeds the Stipulated Contract Price.

- .2 Measurement for the quantities used to determine payments will be in accordance with Section 01 22 00 - Measurement and Payment. SkyPower Corp. Form of Agreement Section 00 53 43 Digby Wind Power (Stipulated Price) Page 7 Contract 090...

AI summary The text discusses measurement standards for payments according to Section 01 22 00 and includes a table with information about a contract between SkyPower Corp. and Digby Wind Power, dated June 17, 2009. It also references Article A8 - Succession.

ARTICLE A9 - RIGHTS AND REMEDIES No action or failure to act by the Owner, Engineer, or Contractor shall constitute a waiver of any right or duty afforded any of them under the Contract, nor shall any such action or failure to act constitu...

AI summary This article outlines that actions or failures to act by the Owner, Engineer, or Contractor do not constitute a waiver of rights or duties under the Contract, nor do they imply approval of breaches, except as explicitly agreed in writing.

- "1.4.1 The Owner shall have the right to assign the work to a new SkyPower entity once lender's funds are received." SkyPower Corp. Supplementary Section 00 73 00 Digby Wind Power Project General Conditions Page 2 Contract 090630.00 June...

AI summary The text outlines a contractual provision allowing the Owner to assign the work to a new SkyPower entity upon receipt of lender funds, and includes a table with project and contract details, as well as a section on the roles of the Consultant and Owner.

Page 10, delete clauses 2.2.6, 2.2.7 and 2.2.8 in their entirety and replace the following: - "2.2.6 The Owner will be the interpreter of the requirements of the Design Documents. Interpretations and decisions of the Owner shall be consist...

AI summary The text modifies contract clauses related to the Owner's role in interpreting design and contract documents, establishes procedures for logging and handling questions, and outlines the process for addressing changes that affect the Contractor's price or timeline.

"3.7.1 Before the work of the Contract begins, the Engineer will, once only, provide the data for sufficient reference points to SkyPower Corp. Supplementary Section 00 73 00 Digby Wind Power Project General Conditions Page 3 Contract 0906...

AI summary The text outlines a contractual requirement for the Engineer to provide reference points before work begins on the Digby Wind Power Project, ensuring the Contractor can identify the Works on site with the assistance of a licensed surveyor.

7. GC 5.5 APPLICATION FOR PROGRESS PAYMENT Page 17, delete clause 5.5 in its entirety and replace with the following: - "5.5.1 The Lump Sum Price is the total price for the performance of those items of the Work. In no event shall the DEVE...

AI summary The document revises clause 5.5 to outline the payment process for a Lump Sum Price contract, specifying interim payments based on work performed, the submission of payment requests, and the preparation of a Certificate for Payment by the Owner.

- "5.5.5 The Owner will issue, within thirty (30) days of the receipt of the Certificate of Payment, including Work performed according SkyPower Corp. Supplementary Section 00 73 00 Digby Wind Power Project General Conditions Page 4 Contra...

AI summary The Owner is required to issue a cheque within 30 days of receiving the Certificate of Payment, including work performed and approved Change Orders, less appropriate retention. This is outlined in the contract for the Digby Wind Power Project.

8. GC 6.2 – CHANGE ORDER Page 20, add new clause 6.2.4 as follows: - "6.2.4 If the method of adjustment of the Contract Price presented by the Contractor is a lump sum or a unit price quotation as indicated in 6.2.2.2, the mark-up on chang...

AI summary A new clause 6.2.4 is added to page 20 of the document, specifying the mark-up on changes to the Contract Price when adjustments are made via lump sum or unit price quotations. The mark-up differs based on whether the work is performed by the Contractor's own forces or by a Subcontractor's forces.

16. GC 11.2 - CONTRACT SECURITY - Page 31, delete GC 11.2.1 in its entirety and replace with the following: - "11.2.1 The Contractor shall, prior to commencement of the Work, provide to the Owner a Performance Bond and a Labour and Materia...

AI summary The text revises the contract security requirements by replacing GC 11.2.1 with a new clause requiring performance and labour and materials bonds, each at 50% of the total payable amount, and introduces a new clause GC 11.2.3 for reissuing bonds if the project cost exceeds the total payable by more than 10%.

- "11.2.3 The Contract Security will be retained until the expiration of the Warranty Period." SkyPower Corp. Supplementary Section 00 73 00 Digby Wind Power General Conditions Page 6 Contract 090630.00 June 2009 17. GC 12.3 – WARRANTY

AI summary The warranty period for the Contract Security under Contract 090630.00 is tied to the expiration of the Warranty Period as outlined in Section 00 73 00 of the General Conditions.

Page 1, delete clause 4 and replace with the following: .1 The Contractor shall set out the work. Before the work of the Contract starts the Engineer will once only provide the data sufficient reference points to identify the site on the g...

AI summary The Contractor is responsible for establishing and maintaining reference points on-site, which must be done by a Licensed Surveyor at their own cost. The Engineer will only provide sufficient data to identify the site on the ground before work begins.

- .3 Engineer will retain photographs, together with a written report, on the condition of existing SkyPower Corp. Digby Wind Power Project Contract 090630.00 Supplementary Specifications Page 4 June 2009 roads, trees, lawns, and adjacent...

AI summary The document outlines specifications for the Digby Wind Power Project, including requirements for retaining records of existing conditions, handling utilities, managing weather conditions, providing temporary heating, and ensuring electricity supply during construction.

25. Pre-Purchased Equipment - .1 Certain equipment has been pre-purchased by the Owner for inclusion in the Work and will be delivered to the Site. Pre-purchased equipment is as follows: - .1 Wind turbines and towers. - .2 Wind turbine pad...

AI summary The Owner has pre-purchased specific equipment for inclusion in the Work, including wind turbines, transformers, and a Statcom. The Contractor is responsible for accepting and handling the equipment, bearing costs for damage or loss unless the equipment is proven defective. The Contractor must also provide storage, temporary heating, and maintain insurance for the equipment until it is incorporated into the Works.

- .5 The Contractor shall coordinate commissioning and testing of pre-purchased equipment and pay all costs associated to bring equipment to an operating condition. SkyPower Corp. Supplementary Digby Wind Power Project Specifications Page...

AI summary The Contractor is responsible for coordinating the commissioning and testing of pre-purchased equipment and covering all associated costs to bring the equipment to an operational state. The document also references the Digby Wind Power Project and its specifications.

- .1 Provide the Owner before the issuance of the Certificate of Substantial Performance and before the Owner takes over the works from the Contractor unless otherwise directed by the Engineer in writing, certificates from the manufacturer...

AI summary The text outlines requirements for the Contractor to provide documentation and reports to the Owner and Engineer prior to the issuance of the Certificate of Substantial Performance. This includes manufacturer certificates, operation and maintenance manuals, literature, and a completed Commissioning Report signed by a licensed professional engineer.

- .3 Review Contract Documents and inspect the Work to ensure completeness of the Work and compliance with the Contract Documents. SkyPower Corporation Digby Wind Power Project Contract 090630.00 General Commissioning (CX) Requirements Sec...

AI summary The text outlines a contractual requirement for SkyPower Corporation's Digby Wind Power Project to review contract documents and inspect the work to ensure completeness and compliance with the contract. It references commissioning requirements under Section 01 91 13.

- .5 Each shop drawing submission shall bear the stamp and signature of a qualified Professional Engineer registered or licensed to practice in the Province of Nova Scotia, Canada. SkyPower Corporation Digby Wind Power Project Contract 090...

AI summary The document outlines requirements for shop drawing submissions, including the need for a qualified Professional Engineer's stamp and signature. It also provides detailed specifications for materials and waste management practices for the Digby Wind Power Project, referencing various Canadian Standards Association (CSA) standards.

approved paint system. SkyPower Corporation Digby Wind Power Project Contract 090630.00 Metal Fabrications Section 05 50 00 Page 5 June 2009 2.5 PAINTING .1 Apply one shop coat of primer to metal items, with exception of galvanized or conc...

AI summary The text outlines painting specifications for metal fabrications under Contract 090630.00 for the Digby Wind Power Project, including primer and finish coat application guidelines, temperature restrictions, and compliance with manufacturer instructions.

Schuller; Owens Corning. SkyPower Corporation Digby Wind Power Project Contract 090630.00 Ventilation Section 23 00 00 Page 5 June 2009 .2 All material and equipment shall be carefully examined for defects and shall be cleaned of all dirt...

AI summary The text outlines specifications for the installation of mechanical equipment and ductwork as part of the Digby Wind Power Project under Contract 090630.00. It emphasizes the need for careful examination of materials, adherence to manufacturer guidelines, and ensuring vibration-free operation.

.1 Embossed plastic labels with 6 mm high letters SkyPower Corporation Digby Wind Power Project Contract 090630.00 Common Work Results - Electrical Page 8 June 2009 Section 26 05 00 Contract 090630.00 June 2009 2.7 CONDUIT AND CABLE IDENTI...

AI summary The text outlines specifications for conduit and cable identification, including color codes for different systems such as fire alarm and emergency voice systems, and details for finishes like rust-resistant primer and enamel coatings for electrical equipment.

SkyPower Corporation Protection, Control and Section 26 11 00 Digby Wind Power Project Communication Panels Page 6 Contract 090630.00 June 2009 - 2.4 WARRANTY .1 All equipment, including accessories and tools, shall have a minimum two (2)...

AI summary The document outlines warranty terms for equipment under Contract 090630.00, part of the Digby Wind Power Project, specifying a minimum two-year warranty against manufacturer's defects.

SkyPower Corporation Medium Voltage Circuit Breakers Section 26 18 00 Digby Wind Power Project Page 15 Contract 090630.00 June 2009 - 2.4 WARRANTY .1 All equipment, including accessories and tools, shall have a minimum three (3) year warra...

AI summary The document outlines warranty terms for equipment under Contract 090630.00, part of the Digby Wind Power Project, specifying a minimum three-year warranty against manufacturer's defects.

SkyPower Corporation Medium Voltage Reclosers Section 26 18 26 Digby Wind Power Project Page 12 Contract 090630.00 June 2009 - 2.5 WARRANTY .1 All equipment, including accessories and tools, shall have a minimum three (3) year warranty aga...

AI summary The document outlines a warranty provision for equipment supplied by SkyPower Corporation as part of the Digby Wind Power Project. The warranty covers manufacturer's defects for a minimum of three years from the earlier of specified dates.

- (Cont'd) .2 The scheduling of all work shall be co-ordinated with Owner's Representative to ensure that no delays are caused by interference between persons operating on site under different contracts. The Contractor shall allow a minimu...

AI summary The text outlines requirements for testing and commissioning work, including coordination with the Owner's Representative, compliance with Nova Scotia standards and codes, and the supply of necessary test equipment such as the 10kV Doble Test Set. It emphasizes the Contractor's responsibility for ensuring conformity with applicable standards and addressing any unacceptable test results.

- .3 The Contractor shall correct or pay for damage resulting from corrections made under the requirements of the Warranty. SkyPower Corporation Digby Wind Power Project Instrument Transformers Section 26 22 19 Page 7 Contract 090630.00 Ju...

AI summary The document outlines warranty obligations, factory testing requirements, and installation and commissioning procedures for instrument transformers under Contract 090630.00 for the Digby Wind Power Project. The Contractor is responsible for correcting defects, administering warranty claims, and ensuring compliance with industry standards.

- .3 The identifying nameplate shall be 200mm long x 50mm high, white lettering on a black background. Letters shall be 38mm high, width as required. SkyPower Corporation Digby Wind Power Project Contract 090630.00 Medium Voltage Disconnec...

AI summary The text outlines specifications and requirements for identifying nameplates, equipment materials, warranty terms, and factory testing for disconnect switches in the Digby Wind Power Project. It includes details on labeling, quality standards, warranty duration, and testing procedures.

- 3.1 RECEIVING .1 The equipment will be transported to the site by the Owner. - .2 Contractor will be responsible to: - .1 Receive equipment per GE documentation in Reference Documents R1 and R2. - .2 Inspect and report on equipment per G...

AI summary The document outlines the responsibilities of the Contractor regarding receiving and erecting wind turbines, including inspecting equipment, handling damages, filling out reports, and ensuring proper installation as per GE documentation.

.1 All electronic data delivered to Engineer shall be scanned for viruses prior to delivery. SkyPower Corporation Digby Wind Power Project Contract 090630.00 Clearing and Grubbing Section 31 10 00 Page 1 June 2009 3.1 PREPARATION .1 Inspec...

AI summary The text outlines procedures for site inspection and clearing operations for the Digby Wind Power Project, including virus scanning for electronic data, verification with the Engineer, locating and protecting utility lines, and adherence to clearing limits as specified in the contract.

- .10 Install overhang tops and post caps. SkyPower Corporation Digby Wind Power Project Contract 090630.00 Chain Link Fence and Gate Section 32 31 13 Page 4 June 2009 1.3 REFERECES .1 The passive oil containment system shall comply to the...

AI summary This document outlines specifications for the installation of overhang tops and post caps, as well as requirements for a passive oil containment system for the Digby Wind Power Project. It includes references to applicable standards, submission requirements, and scheduling considerations.

- .5 After grouting is completed, cut off casing squarely and neatly. Cover casing and leave ready for installation of ground conductor. SkyPower Corporation Pipe Culverts Section 33 40 00 Digby Wind Power Project Page 1 Contract 090630.00...

AI summary The text provides instructions for completing the installation of pipe culverts, including specifications for materials and compliance with standards such as CAN/CSA-A257 and ASTM C144. It outlines requirements for reinforced concrete pipe, rubber gaskets, and cement mortar joint filler.

SKYPOWE :R ELECTRI STANDARD 1 ANCH OR YPOWER CO INSTALLATION 0 ISSU ed for tender 06/30/09 DIGBY WIND DETAII LS Α ISSU JED FOR FINAL REVIEW 06/15/2009 PC POWER PROJECT Rev Description Date Date: 5/28/2009 1 CBCL AITED - Contract No: 090630...

AI summary The text outlines requirements for anchor methods in a construction project, allowing for alternate anchoring options based on field conditions and in consultation with the engineer. It includes details such as the project name, dates, and contract information.

3 CLARIFICATION AND ADDENDA - 3.1 Notify Engineer of omissions, errors, or ambiguities found in the Quotation Documents. If Engineer considers that correction, explanation, or interpretation is necessary, a written addendum will be issued....

AI summary The section outlines procedures for addressing omissions, errors, or ambiguities in quotation documents, requiring written addenda and prohibiting oral explanations before equipment selection. Contact information for Larry O'Keefe at CBCL Limited is provided for inquiries.

7 SHOP DRAWINGS AND PRODUCT INFORMATION MATERIAL - 7.1 Following the award of contract, the Vendor shall submit to the Engineer for approval shop drawings and product information for the equipment to be supplied. Due to project schedule co...

AI summary This section outlines the requirements for submitting shop drawings and product information by the vendor after contract award, including submission methods, timelines, required content, review processes, and responsibilities for errors or changes.

9 IN-PLANT INSPECTION AND TESTING - 9.1 The Owner, Purchaser, Engineer, and/or their authorized agents shall have the privilege of inspecting and witnessing all testing at all times during the manufacture of the equipment or materials orde...

AI summary This section outlines the requirements for in-plant inspection and testing during the manufacture of equipment or materials. It specifies that the Owner, Purchaser, and Engineer have the right to inspect and witness testing, requires advance notice of at least ten days, and mandates submission of three copies of official test results to the Engineer.

11 SERVICES REQUIRED AT SITE - 11.1 The Vendor shall provide the services required as defined herein. - 11.1.1 The Vendor shall, in the presence of the Owner's operating staff, operate and demonstrate the equipment.

AI summary The vendor is required to provide services at the site, including operating and demonstrating equipment in the presence of the owner's operating staff.

5 MATERIALS 5.1 All materials, components and parts comprising the package shall be new and of the highest quality and of current and readily available manufacture. Vendor shall clearly indicate the name of the manufacturer's catalog/seria...

AI summary The materials and components provided must be new, of the highest quality, and currently available. The vendor is required to specify the manufacturer's catalog/serial numbers, quantities, ratings, and types of each component included in the package.

- returned to Seller as defective shall be replaced except upon Buyer's formal authorization. - 8. ASSIGNMENT. Neither this Order nor any interest therein nor any claim arising hereunder shall be transferred or assigned by Seller without t...

AI summary The document outlines terms and conditions of a purchase order, including provisions for defect replacement, assignment restrictions, governing law, warranty obligations, and invoicing procedures. It emphasizes the seller's responsibility for defects and the buyer's rights to return goods or request replacements or refunds.

- 2. DESCRIPTION OF .1 The document is presented in two parts. DOCUMENT Part I includes Information for Tenderers, Tender Form, and Form of Agreement. These sections are presented as a "standard format" which will require editing for each...

AI summary The document outlines a two-part structure for tender and contract documentation, specifying that Part I requires project-specific editing while Part II remains standardized and must only be amended through Supplementary Specifications. It emphasizes compliance with Construction Specifications Canada standards and provides details on subscription and copyright protections.

CONTINGENCY ALLOWANCE A Contingency Allowance is included in Section 00 41 43. This amount covers any cost for extra work as directed by the Engineer which is not included in the items in the Schedule of Quantities and Unit Prices. Specifi...

AI summary The document outlines the inclusion of a Contingency Allowance in Section 00 41 43, which covers costs for extra work not included in the Schedule of Quantities and Unit Prices. It also details the components of the Tender Form and instructions for preparing the Schedule of Quantities and Unit Prices.

- .4 Agreement (Section 00 52 43) .1 The Form of Agreement is to be prepared as part of the Project Documents for each project. The Form of Agreement is included for information purposes only. Complete pertinent portions known at the time...

AI summary The text outlines procedures for preparing and using agreements and supplementary specifications in project documentation. It emphasizes the need for standardization, clarity, and minimal use of supplementary specifications while detailing required project information such as descriptions, schedules, site access, and technical sections.

- .7 Pipe bedding and backfill materials and applications. STANDARD SPECIFICATIONS SECTION 00 10 00 SECTION 00 72 45 - GENERAL CONDITIONS GC 11.2 BONDS Delete subsection .1 and replace with the following: .1 The Contractor shall provide to...

AI summary The text discusses modifications to contract specifications, including changes to bonding requirements and additions to the scope of work for a construction project involving a new watermain and reinstatement of disturbed surfaces.

- .6 To execute in triplicate the Agreement and forward same together with the specified contract security and insurance documents to the Owner within 14 days of written notice of award. - .7 That failure to enter into a formal contract an...

AI summary The text outlines contractual obligations for the execution of an agreement, including requirements for submitting insurance documents and contract security within 14 days of written notice. It also specifies the consequences of non-compliance, such as forfeiture of certified cheques and the retention of financial differences by the Owner.

Time shall be construed as being of the essence of the Contract. STANDARD SPECIFICATIONS FOR SECTION 00 53 43 FORM OF AGREEMENT PAGE 6 MUNICIPAL SERVICES JANUARY 2009 In witness whereof the parties hereto have executed this Agreement and b...

AI summary The document outlines the standard specifications for a form of agreement, emphasizing the importance of time as a critical element of the contract. It includes sections for signatures and witness information, along with notes on legal jurisdiction and requirements for proof of authority.

- .4 Remove temporary facilities from site when no longer required. STANDARD SPECIFICATIONS SECTION 01 10 00 .2 Proposals for substitution will only be considered by Engineer in following circumstances: .1 Products specified are not availa...

AI summary The text outlines procedures for substitution proposals in construction projects, requiring detailed information and Engineer approval. Changes or substitutions must be submitted in detail and require written consent from the Engineer. Contractors may be back-charged for evaluation time.

[56] NSPI indicated that EUS advised: it was aware of the pricing information received under the solicitation conducted by SkyPower and the CBCL pricing summary, which were based upon the original design and layout for the project as tende...

AI summary NSPI explained that EUS was aware of pricing information from SkyPower and CBCL, but the revised estimate was not yet prepared when the contract was signed. NSPI argued that a competitive solicitation is not required for affiliate transactions and that continuing work was necessary to secure incentives and manage risks.

Reference, Application - a. Page 4, line 11, where and how will the ecoENERGY benefit be credited? - b. Page 4, line 14, on what basis does the Company state that "The Project will qualify for inclusion in the Company's 2013 RES portfolio....

AI summary This document contains a series of questions raised in a regulatory proceeding regarding the Digby Wind Project. The questions pertain to financial aspects, contract details, legal compliance, and project specifics such as leases, easements, and cost allocations.

Document: 182595 Date Filed: Oct. 14/10 Page 6 of 12 1 iii. As the performance security under the PPA defined as Excluded Asset under an is 2 the Asset Purchase Agreement, how can why should NSPI as Licensor return and 3 the performance se...

AI summary The document outlines several requests and references related to legal and contractual matters, including performance security under a PPA, an Asset Purchase Agreement, and the assignment of leases. It also references a Digby Wind Farm Construction Contract and inquires about change orders for a project.

NON-CONFIDENTIAL 1 Response U-11: (cont'd) 13 14 15 16 17 18 19 20 21 22 23 24 25 26 (2) (a) Neither the Property Owner's activities nor the exercise of any rights given or granted by the Property Owner to any other person or entity (wheth...

AI summary This text outlines a contractual clause that ensures the Property Owner's activities and rights granted to others do not interfere with 3240384's access, use, or rights under the agreement on the Leased Land and Other Project Lands.

se or is being used for the purpose intended and is so certified in writing by the Project Designer and the only outstanding Work is the Punch List Items. "Total Completion ofthe Work" is defined as: "Total Completion of the Work" means wh...

AI summary The discussion focuses on the completion of work under a contract, specifically whether the punch list items have been fully completed to justify a bonus payment. NSPI claims the work is contractually complete, but evidence shows that not all punch list items were completed by the deadline, and NSPI did not provide justification for the bonus.

29 contract. 1 2. The P50 assumption is appropriate. 2 3 3. The regulatory process includes a final costing. 4 5 1. NSPI acted in the best interest of customers in taking assignment of the EUS 6 contract. 7 8 The all-in price for the EPC c...

AI summary The document discusses the assignment of the EUS contract by NSPI, arguing that it was in the best interest of customers. It highlights that the contract price was not adjusted upwards and that EUS bore the risk of late completion. NSPI also asserts that the EUS contract was the best available option, despite being lower than other estimates.

wance of this cost is unnecessary. 4) Does the EUS transmission line contract comply with the Code? Submissions - NSPI [103] NSPI retained EUS to complete the transmission lines associated with the Project using the Power Line Technicians...

AI summary NSPI retained EUS to complete transmission line work under a Master Agreement for PLT services after its own workforce was fully deployed. The agreement expired in 2010, and the work was completed at prices established through a competitive solicitation process.