Topic:"Regulatory Approval Processes" in M13042

uld have reasonably been expected to deliver during any hours of a Facility Interruption or Forced Outage. Extension Period – shall have the meaning set forth in Section [2.5(c).](#page-31-1) Facility – means one or more generators describ...

AI summary The text defines key terms related to energy generation and delivery, including Facility, Facility Interruption, Fiscal Year, and Force Majeure. These definitions are part of a larger agreement or regulatory framework involving energy production and compliance.

as set out in the Proposal. Local Benefits Shortfall has the meaning given to it in Section 2.7 Local Benefit Report means a report setting out the Seller's Local Benefit expenditure at COD. Market Rules and Procedures – means the document...

AI summary This section defines key terms and acronyms relevant to the regulatory proceeding, including 'Local Benefits Shortfall,' 'Market Rules and Procedures,' 'Marginal Cost Rate,' and 'More Access to Energy Act.' It outlines definitions related to energy generation, measurement, Indigenous communities, and legal frameworks governing energy markets in Nova Scotia.

1.7 Governing Law The laws of the Province of Nova Scotia and the federal laws of Canada applicable therein (without regard to any conflict of law principles which would apply the laws of another jurisdiction) shall govern all matters aris...

AI summary This section outlines the governing law for the Agreement, specifying that the laws of Nova Scotia and applicable federal laws will govern all matters arising from the Agreement. The Parties agree to submit to the non-exclusive jurisdiction of the Nova Scotia courts in Halifax.

1.8 Energy Reform (2024) Act - (a) Reference is made to the Energy Reform (2024) Act which came into effect on April 1, 2025 and pursuant to which certain Laws and Regulations were amended and pursuant to which the More Access to Energy Ac...

AI summary The Energy Reform (2024) Act, effective April 1, 2025, outlines a transition of system operator functions from NSPI to the IESO, including the procurement of Ancillary Services and the enactment of Market Rules and Procedures. This transition may require amendments to the Agreement, with arbitration as a resolution mechanism if agreement cannot be reached.

to pay amounts due and payable under this Agreement directly to a Project Lender; and (iv) written notice of the address of the Project Lender to which notices pursuant to this Agreement may be sent. - (e) No assignment of a Project Lender...

AI summary The text outlines the conditions under which Project Lender Security Agreements can be assigned, the requirements for notifying NSPI of defaults, and the ability of such agreements to secure multiple debts for different lenders, all under the provisions of Article 12.

s and shall cease to be entitled to any of the Seller's rights and benefits contained in this Agreement, unless the Project Lender's Security Agreement remains in effect by way of continuing security. - (f) Notwithstanding Section 16.2, th...

AI summary This section outlines the conditions under which the Project Lender may transfer or dispose of the Seller's Interest in the Project, requiring NSPI's approval and ensuring the transferee meets technical and financial criteria. It also details NSPI's rights and obligations in the event of termination due to a Seller Event of Default.

12.3 Cooperation - (a) NSPI and the Seller shall enter into a Project Lender Agreement with any Project Lender substantially in the form of Exhibit ["C"](#page-84-0) for the purpose of implementing the Project Lender's Security Agreement p...

AI summary This section outlines the cooperation requirements between NSPI and the Seller, particularly regarding the Project Lender Agreement and the conditions under which amendments to the agreement can be made, ensuring that NSPI's rights and obligations are not adversely affected.

13.2 Consequences of Change in Law - (a) To the extent that there is a Change in Law, then: - (i) the Seller, upon becoming aware of the consequences of such Change in Law, shall promptly notify NSPI; and - (ii) the Parties shall engage in...

AI summary This section outlines the process for addressing changes in law that affect the agreement between the Seller and NSPI. The Seller must notify NSPI promptly upon becoming aware of such changes, and both parties must negotiate in good faith to amend the agreement to reflect the expected economics prior to the change.

16.4 Ownership - (a) Notwithstanding Section 16.2 and Section 16.3, but subject to Article 12, if the Project was awarded "Ownership" points in the Proposal's evaluation (as indicated by a "yes" response in item [14](#page-3-4) of the Comm...

AI summary This section outlines the ownership requirements for the Project, ensuring that the Participant maintains a minimum Participating Interest until the fifth anniversary of the Commencement Date, with exceptions allowing transfers to Mi'kmaq of Nova Scotia under certain conditions.

20 Business Days of the referral notice. If the Parties fail to agree within that period, either Party may apply to the ADR Institute of Canada (ADRIC) for the appointment of the Independent Expert by delivering to ADRIC (with a copy to th...

AI summary This section outlines the process for appointing an Independent Expert to determine a revised Energy Rate. If the Parties cannot agree within 20 business days, either may apply to ADRIC or, if unsuccessful, to a judge of the Supreme Court of Nova Scotia. The Independent Expert must be impartial and at arm's length from both Parties.

regulations made thereunder. IESO – means the Nova Scotia Independent Energy System Operator, a body corporate established under Section 7(1) of the More Access to Energy Act, and its successors. IFRS - means the International Financial Re...

AI summary The text defines key terms related to energy regulation and financial reporting, including the IESO, IFRS, and roles such as Indemnitee and Independent Engineer. It outlines the Incremental Energy Rate and references legal sections and compliance standards.

1.7 Governing Law The laws of the Province of Nova Scotia and the federal laws of Canada applicable therein (without regard to any conflict of law principles which would apply the laws of another jurisdiction) shall govern all matters aris...

AI summary This section outlines the governing law for the Agreement, specifying that the laws of Nova Scotia and applicable federal laws of Canada shall govern all matters, with disputes to be resolved in the courts of Nova Scotia in Halifax.

1.8 Energy Reform (2024) Act - (a) Reference is made to the Energy Reform (2024) Act [, which came into effect on April 1, 2025 and ][Note to Finalization: Insert date of proclamation, if applicable ] pursuant to which certain Laws and Reg...

AI summary The Energy Reform (2024) Act, effective April 1, 2025, amends existing laws and introduces the More Access to Energy Act and the Energy and Regulatory Boards Act. It outlines a phased transition of system operator functions from NSPI to the IESO, including the procurement of Ancillary Services, enactment of Market Rules, and integrated resource planning by the IESO.

or stop the Facility's generation output was sent due to an unforeseeable emergency or force majeure event. - (D) The system operator shall determine and define what constitutes an emergency or force majeure event for the purpose of Sectio...

AI summary This section outlines the conditions under which energy generation output may be curtailed, including definitions of emergencies and force majeure events, the role of the system operator in determining these events, and the process for appealing disputes related to curtailment. It also references the Energy Reform (2024) Act and its impact on curtailment terms.

7.2 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 Agreement: - (a) NSPI is a corporation formed un...

AI summary Section 7.2 outlines the representations and warranties made by Nova Scotia Power Inc. (NSPI) to the Seller in the Agreement, including NSPI's legal status, compliance with laws, and absence of legal proceedings that could affect its ability to perform under the Agreement.

11.3 Termination for Force Majeure If the Seller is entitled to relief from its obligations under this Article [11,](#page-64-2) and the occurrence or impact of the Force Majeure Event has a material adverse effect on the Seller's performa...

AI summary This section outlines the conditions under which either party may terminate the agreement due to a Force Majeure Event. Termination is allowed if the event has a material adverse effect on the Seller's performance and lasts for specific durations depending on when the event begins. Termination does not involve any costs or payments.

13.2 Consequences of Change in Law - (a) To the extent that there is a Change in Law, then: - (i) the Seller, upon becoming aware of the consequences of such Change in Law, shall promptly notify NSPI; and - (ii) the Parties shall engage in...

AI summary This section outlines the process for addressing the consequences of a Change in Law, requiring the Seller to notify NSPI and engage in good faith negotiations to amend the agreement. If no agreement is reached, the matter will be resolved through the dispute resolution procedures outlined in Article 14.

14.1 Dispute Resolution - (a) If either Party considers that a dispute arising between the Parties as to the subject matter of this Agreement cannot be resolved between them, then such Party may deliver notice to the other Party describing...

AI summary The dispute resolution process outlined in the agreement involves initial discussions between senior executives of the Seller and NSPI, followed by binding arbitration under the Commercial Arbitration Act (Nova Scotia). The arbitration process, including the selection of an impartial arbitrator and cost-sharing, is detailed. The decision of the arbitrator is final and binding, with enforcement provisions in place.

16.3 Change of Control - (a) During the Term, the Seller shall not permit or allow a Change of Control, except with the consent of NSPI, which consent may not be unreasonably withheld or conditioned. NSPI may withhold consent to any Change...

AI summary This section outlines the conditions under which a Change of Control can occur, requiring the consent of NSPI, and specifies circumstances under which consent may be withheld. It also outlines notice requirements, definitions of Change of Control, and reimbursement obligations for the party seeking consent.

16.4 Ownership - (a) Notwithstanding Section [16.2](#page-81-0) and Section [16.3,](#page-83-0) but subject to Article [12,](#page-68-0) if the Project was awarded "Ownership" points in the Proposal's evaluation (as indicated by a "yes" re...

AI summary This section outlines the ownership requirements for the Project, specifying that the Participant must maintain a certain Participating Interest for five years from the Commencement Date, unless transferred to Mi'kmaq of Nova Scotia under specific conditions.

20 Business Days of the referral notice. If the Parties fail to agree within that period, either Party may apply to the ADR Institute of Canada (ADRIC) for the appointment of the Independent Expert by delivering to ADRIC (with a copy to th...

AI summary This section outlines the process for appointing an Independent Expert to determine a revised Energy Rate. If the Parties fail to agree within 20 Business Days of the referral notice, either may apply to the ADR Institute of Canada (ADRIC) for the appointment. If ADRIC cannot appoint the expert, either Party may apply to a judge of the Supreme Court of Nova Scotia.

11. Governing Law This Guarantee shall be governed by the laws of the Province of Nova Scotia and the laws of Canada applicable therein. The Guarantor agrees that any suit, action or proceeding against the Guarantor arising out of or relat...

AI summary The governing law section of the document states that the Guarantee is governed by the laws of Nova Scotia and Canada, and any legal action against the Guarantor must be brought in a Nova Scotia court in Halifax.

as set out in the Proposal. Local Benefits Shortfall has the meaning given to it in Section 2.8 Local Benefit Report means a report setting out the Seller's Local Benefit expenditure at COD. Market Rules and Procedures – means the document...

AI summary The document defines key terms related to energy regulations, market procedures, and legal frameworks in Nova Scotia, including definitions for 'Local Benefits Shortfall', 'Market Rules and Procedures', 'Marginal Cost Rate', and references to the 'More Access to Energy Act'. It also includes definitions related to energy measurement and Indigenous communities in Nova Scotia.

1.8 Energy Reform (2024) Act - (a) Reference is made to the Energy Reform (2024) Act which came into effect on April 1, 2025 and pursuant to which certain Laws and Regulations were amended and pursuant to which the More Access to Energy Ac...

AI summary This section discusses the Energy Reform (2024) Act, which came into effect on April 1, 2025, and its implications for the transition of system operator functions from NSPI to the IESO. It outlines how the Act may necessitate amendments to the Agreement, including the procurement of Ancillary Services and the introduction of Market Rules and Procedures by the IESO. Disagreements on amendments may be resolved through mandatory arbitration.

5.2 Ancillary Services If NSPI or the System Operator requests or directs the Seller to provide Ancillary Services (other than those Ancillary Services required to be provided by the Facility pursuant to the terms of this Agreement, or by...

AI summary This section outlines the process for negotiating terms and conditions for Ancillary Services when requested by NSPI or the System Operator. It specifies that such negotiations must occur in good faith and that disputes will be resolved through the procedures in Article 14. Additionally, it clarifies that payment for Ancillary Services is only made if explicitly stated in the relevant documents.

7.1 Representations and Warranties of Seller The Seller represents and warrants to NSPI as follows, and acknowledges that NSPI is relying on such representations and warranties in entering into the Agreement: - (a) The Seller is a ⚫ under...

AI summary This section outlines the Seller's representations and warranties to NSPI, ensuring that the Seller has the legal capacity and authority to enter into the Agreement and that its execution will not breach any existing contracts, obligations, or legal requirements.

7.2 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 Agreement: - (a) NSPI is a corporation formed un...

AI summary Section 7.2 outlines the representations and warranties made by NSPI to the Seller in the Agreement, ensuring NSPI's legal capacity, compliance with laws, and absence of insolvency or legal challenges that could affect its obligations under the Agreement.

13.1 Change in Law - (a) A " Change in Law " shall occur if: - (i) either (A) the Legislative Assembly of Nova Scotia causes to come into force any statute that was introduced as a bill in the House of Assembly of Nova Scotia or the Govern...

AI summary This section defines a 'Change in Law' as the introduction or amendment of statutes, orders-in-council, or regulations by the Nova Scotia government or legislature that increases the Seller's costs or affects its net revenues, unless certain exceptions apply, such as general laws, publicly disclosed legislation, or laws created under the Energy Reform (2024) Act.

13.2 Consequences of Change in Law - (a) To the extent that there is a Change in Law, then: - (i) the Seller, upon becoming aware of the consequences of such Change in Law, shall promptly notify NSPI; and - (ii) the Parties shall engage in...

AI summary This section outlines the process for addressing changes in law affecting the agreement between the Seller and NSPI. The Seller must notify NSPI promptly upon becoming aware of such changes, and both parties must negotiate in good faith to amend the agreement to reflect the expected economics prior to the change.

14.1 Dispute Resolution - (a) If either Party considers that a dispute arising between the Parties as to the subject matter of this Agreement cannot be resolved between them, then such Party may deliver notice to the other Party describing...

AI summary This section outlines the dispute resolution process between the Parties, including steps for resolving disputes through senior executive meetings and binding arbitration under the Commercial Arbitration Act (Nova Scotia). The process includes selection of an arbitrator, cost-sharing, enforcement of awards, and continuation of performance during dispute resolution.

16.7 Notices Every communication provided for herein shall be in writing and delivered to, sent by recognized overnight delivery service or mailed by postage prepaid, or faxed, or e-mailed to, the Party to whom it is intended to be given a...

AI summary This section outlines the rules for providing notices in a regulatory proceeding, specifying the methods of delivery, deemed receipt dates, and requirements for proof of delivery. It ensures clarity on how communications are considered received for legal and procedural purposes.

13. Governing Law This agreement will be governed by and interpreted in accordance with the laws of the Province of Nova Scotia and the federal laws of Canada applicable in the Province of Nova Scotia.

AI summary The agreement is governed by the laws of Nova Scotia and applicable federal laws in the province. This section outlines the legal jurisdiction for interpreting and enforcing the agreement.

APPENDIX D - SUMMARIZED STAKEHOLDER FEEDBACK ON PPA DRAFT #1 PPA Section Question Comment Response impact of changes to federal laws be incorporated. This could come in the way of pricing relief / pricing adjustments for such changes as ne...

AI summary Stakeholders recommend incorporating contractual mechanisms in the PPA to address risks from changes in federal laws, such as adjustments to ITCs and tariffs, which impact construction costs and material pricing. They also highlight the need for open-book price adjustment mechanisms to manage these risks fairly.

2.6 Approvals and Permits - a) Proponents must submit a Proposal that sets out a viable path to obtaining the required approvals and permits for the Project, as determined in the PA's Discretion, by submitting a complete and detailed Appro...

AI summary The document outlines the requirements for proponents to obtain necessary approvals and permits for a project, including submitting a detailed matrix and engaging with Nova Scotia departments by December 4, 2026. It also notes that the PA does not guarantee approvals and that proponents are responsible for verifying required permits and complying with laws and regulations.

2.13 Transportation and Logistics - a) Proponents must submit as part of their Proposal their approach for transportation and logistics with respect to delivering Generation Equipment and Major Equipment to the proposed Project Site. The d...

AI summary The document outlines requirements for proponents submitting proposals regarding transportation and logistics for delivering equipment to a project site in Nova Scotia. It emphasizes considerations for transportation routes, local expertise, municipal consultations, and compliance with specific regulations and permit requirements.

a) Below is the schedule relating to this RFP process (the " Schedule "). Milestone Date PA release of the RFP September 10, 2026 (the "RFP Effective Date") PA release of the PPA TBD Proponent's deadline for Registration September 17, 2026...

AI summary This document outlines the schedule for a Request for Proposal (RFP) process, including key dates such as the release of the RFP, submission deadlines, and notification of selected proponents. The Procurement Administrator (PA) reserves the right to adjust the schedule as needed.

3.7 Communications a) Proponents, their agents or representatives (including lobbyists acting in compliance with the Lobbyists' Registration Act, SNS 2001, c 34) are strictly prohibited from communicating with any officer, member or employ...

AI summary This section outlines strict communication rules for proponents and their representatives during the RFP process, prohibiting direct communication with certain officials to prevent influence on the outcome. Proponents must seek clarification from the PA if unsure about communication appropriateness and may face disqualification for violations.

Item# Proposal Document 1. Prescribed Form: Proponent Information, Declarations, and Workbook 2. Prescribed Form: Proposal Workbook 3. Prescribed Form: Access Rights and Project Site 4. Prescribed Form: Engagement 5. Prescribed Form: Finan...

AI summary The document outlines the required proposal documents to be submitted electronically to the Procurement Administrator (PA) by the Proposal Submission Deadline. Proponents are responsible for uploading their submissions to the File Transfer Site, and the PA will use the upload timestamp for record-keeping.

3.13 Disclosure of Proponents a) By submitting a Proposal in response to this RFP, a Proponent is signaling its consent that the PA may disclose, as it determines appropriate, all or part of that Proposal on a confidential basis to the Gov...

AI summary The RFP outlines the conditions under which the Procurement Administrator (PA) can disclose information from proposals submitted by proponents. This includes disclosure to the Government of Nova Scotia, the Board, and other advisors, as well as the disclosure of selected proposal details such as the name, size, and technology of the project. Certain restrictions apply regarding disclosure to NSPI.

Capitalized terms used in this RFP but not otherwise defined in this have the meanings given to them in the PPA. Term Definition v. engaging in conduct (including breach of Non-Collusion Requirements) that compromises or could be seen to c...

AI summary This document defines capitalized terms used in the RFP, including definitions related to the RFP process, construction experience, control, and regulatory entities. It outlines the meaning of terms such as 'Constructing,' 'Control Group Member,' 'Crown,' 'DBRS,' 'Delivery Point,' and 'DoE.'

August 17 , 202 6 SENT VIA E -MAIL Crystal Henwood Clerk of the Board Nova Scotia Energy Board 1601 Lower Water Street, 3 rd Floor Halifax, Nova Scotia B3J 3S3 Application for Approval of the Green Choice Power Purchase Agreement ("PPA") U...

AI summary Power Advisory LLC is requesting the Nova Scotia Energy Board to approve a standard form Power Purchase Agreement (PPA) for the Green Choice Program. The PPA is similar to one previously approved by the Board in Matter 11455. Power Advisory also seeks authority to make non-substantive changes to the PPA after approval and to adjust curtailment compensation payment timing once Nova Scotia Power Inc. agrees on a process with the Independent Electricity System Operator.

VIA WEB PORTAL Crystal Henwood, Clerk of the Board Nova Scotia Energy Board 1601 Lower Water Street, 3rd Floor P.O. Box 1692, Unit "M" Halifax, NS B3J 3S3 Dear Ms. Henwood: Re: M13042 - Procurement Administrator - Power Advisory – Applicat...

AI summary The Consumer Advocate, with assistance from InterGroup Consultants, submits comments on the proposed standard form Power Purchase Agreement for the Green Choice Program as part of the M13042 proceeding.

Local Benefits Reporting It seems like a reasonable change to require reporting on the local benefits achieved by the project to ensure they are not lower than claimed in the proposal. However, it is unclear why the payment would be made t...

AI summary The text discusses the requirement for reporting local benefits achieved by a project, questioning why payments would be made to NSPI rather than the Province, suggesting the intent is to benefit the Nova Scotia economy generally, not NSPI specifically.

Section 13.1 – Change in Law The Change in Law provision excludes protection in respect to a change in FEDERAL law. The requests to include changes in federal law were made by CANREA, individual proponents and the Consumer Advocate (see CA...

AI summary Section 13.1 discusses the exclusion of federal law changes in the Change in Law provision, highlighting how the previous PA's rejection of including federal law changes led to delays and financial consequences for ratepayers due to project cancellations and increased costs from federal policy changes.

Previous Section 16.9 – Inability to Secure CIB or SREP Funding In Section 1.5 of the draft RFP, Proponents " are encouraged to explore all federal funding opportunities to make their Energy Rate more competitive, including investment tax...

AI summary The document discusses the removal of Section 16.9 from the PPA, which previously allowed termination if CIB or SREP funding could not be secured. Proponents argue that this removal increases project financial risk, potentially leading to higher prices and reduced participation. They urge reinstating the section with revisions to protect developers and ensure project viability.

5. Force Majeure / Section 11 - Every proponent / Seller needs to assume they will get Investment Tax Credits (ITCs). However, if there is any material change to or termination of the federal ITCs, which is beyond the control of the Seller...

AI summary The text discusses the lack of protection under Force Majeure in the event of changes or termination of federal Investment Tax Credits (ITCs) and recommends amending Section 11 to include such changes as a Force Majeure event.

6. Local Benefits / Sections 2.4 and 2.7 of the PPA - CanREA supports the inclusion of Local Benefits in the evaluation of projects submitted to this RFP and as a requirement for Commercial Operation (section 2.4 of the PPA). However, ther...

AI summary CanREA supports the inclusion of Local Benefits in the PPA but raises concerns about quantifying them at bid submission and the handling of shortfalls. They recommend adjusting deadlines, relaxing NDA requirements, and involving an independent party for compliance. These recommendations aim to ensure a fair and effective procurement process for the Green Choice Power Purchase Agreement.

Early Completion Incentive This is a new 25% Energy Rate premium that ratepayers fund with no corresponding value-formoney test. If Scheduled COD and Commencement Date occur before December 31, 2029, the Energy Rate for all output (excludi...

AI summary The document discusses a 25% Energy Rate premium for early completion of a project, funded by ratepayers without a value-for-money test. The Independent Governor (IG) questions the justification for the premium, noting the lack of cost-benefit analysis and suggesting that an economic analysis should be provided to support the incentive.

September 14, 2026 Crystal Henwood Clerk of the Board Nova Scotia Energy Board 1601 Lower Water Street, 3rd Floor Halifax, NS B3J 3S3 Re: M13042 – Procurement Administrator (Power Advisory LLC) – Green Choice Power Purchase Agreement Appli...

AI summary Nova Scotia Power Inc. submitted a letter of comment regarding Power Advisory LLC's application for approval of the Green Choice Program Power Purchase Agreement. The application was filed under the Electricity Act, and the Board set a deadline for comments on August 19, 2026.

3. Local Benefits Shortfall ( s . 2.7) Recommendation: Amend Section 2.7 (Local Benefits Shortfall) to ensure that: any Local Benefits Shortfall is not payable to NSPI, as this contradicts the intent of the Local Benefits scoring framework...

AI summary The recommendation seeks to amend Section 2.7 of the PPA to ensure Local Benefits Shortfall payments go to a government fund instead of NSPI, and extend the reporting timeline to 6–12 months post-COD to allow accurate verification of local expenditures and supplier availability.

6. Change of Control provisions (s. 16.3(b) Recommendation: Amend Section 16.3(b) so that any Change of Control provisions are explicitly subject to Article 12 (Project Lender Provisions), ensuring that lender step-in rights, cure rights,...

AI summary The recommendation is to amend Section 16.3(b) to align Change of Control provisions with Article 12, ensuring lender protections such as step-in rights and security interests are not overridden. This alignment is necessary to avoid legal uncertainty and ensure financing viability for proponents.

7. Tariff Protection (s. 16.9 ) Recommendation: Remove the 7.5% Minimum Threshold in Section 16.9 so that proponents receive full protection from new tariffs, consistent with the intent of the provision and with the treatment provided unde...

AI summary The recommendation is to remove the 7.5% Minimum Threshold in Section 16.9 of the PPA to provide full protection from new tariffs. This would align Section 16.9 with Section 16.10 and ensure fair risk allocation. The threshold is seen as limiting the effectiveness of the clause and creating an imbalance in risk allocation.

September 25, 202 6 SENT VIA E -MAIL Crystal Henwood Clerk of the Board Nova Scotia Energy Board (the "Board") 1601 Lower Water Street, 3 rd Floor Halifax, Nova Scotia B3J 3S3 M13042 - Application for Approval of the Green Choice Power Pur...

AI summary Power Advisory LLC, acting as Procurement Administrator for the Green Choice Program, is responding to comments on the Green Choice Power Purchase Agreement (PPA) and its application for approval by the Nova Scotia Energy Board. Comments were submitted by multiple parties, including Industrial Group, Nova Scotia Power Inc., and the Canadian Renewable Energy Association, among others.

- b) stating that an independent party (other than NSPI) be responsible for validating compliance and enforcement, and potentially collecting payment - c) requiring NSPI (or independent party) to disburse any Shortfall payments to local or...

AI summary The text outlines proposals related to compliance validation, payment disbursement, and deadline extensions for Shortfall payments. It also discusses NSPI's role in administering the PPA, enforcing payment, and handling financial reporting of such payments in accordance with accounting and regulatory standards.

11 https://www.novascotia.ca/sites/default/files/documents/1-3582/nova-scotia-clean-power-plan-presentation-en.pdf 29. ERIS/NRIS The SBA questions whether what the threshold value for making a network upgrade decision has been determined a...

AI summary The SBA raises concerns about network upgrade thresholds and the IESO's capability to perform deliverability testing. The IESO NS recommends proceeding with the ERIS approach, removing certain provisions from the PPA. The SBA also inquires about the handling of Local Benefits Shortfall funding, which would be reported through standard financial mechanisms.

1.8 Energy Reform (2024) Act - (a) Reference is made to the Energy Reform (2024) Act which came into effect on April 1, 2025 and pursuant to which certain Laws and Regulations were amended and pursuant to which the More Access to Energy Ac...

AI summary This section discusses the Energy Reform (2024) Act, which came into effect on April 1, 2025, and outlines changes to laws and regulations, including the transition of system operator functions from NSPI to the IESO, and the procurement of Ancillary Services by the IESO. It also addresses the governance of conflicts between the Act and the Agreement, and outlines arbitration procedures if parties cannot agree on amendments.

7.2 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 Agreement: - (a) NSPI is a corporation formed un...

AI summary This section outlines the representations and warranties made by Nova Scotia Power Incorporated (NSPI) to the Seller in the Agreement, ensuring NSPI's legal capacity, compliance with laws, and absence of insolvency or legal challenges that could affect its ability to perform under the Agreement.

/span>(l) Commercial Operation has not occurred on or before the date which is 12 months after the Scheduled Commercial Operation Date (other than by reason of an occurrence of a Force Majeure Event). - (m) The Seller fails to obtain or ma...

AI summary This section outlines events of default by the Seller, including failure to achieve commercial operation within 12 months, failure to maintain Electricity Standard Approval, and failure to submit a Cybersecurity Plan by the deadline.

11.2 Effect of Force Majeure - (a) If an Affected Party is unable, by reason of a Force Majeure Event, to perform or comply with its obligations under the Agreement, including a failure to achieve Commercial Operation by the Scheduled Comm...

AI summary This section outlines the effect of Force Majeure on the obligations of the parties under the Agreement, including provisions for notice, mitigation efforts, and the extension of the Scheduled Commercial Operation Date in the event of a Force Majeure Event.

s and shall cease to be entitled to any of the Seller's rights and benefits contained in this Agreement, unless the Project Lender's Security Agreement remains in effect by way of continuing security. - (f) Notwithstanding Section 16.2, th...

AI summary This section outlines the rights and obligations of project lenders, including restrictions on transferring or selling the Seller's interest in the Project without NSPI's approval and requirements for transferees to assume the Seller's obligations.

13.2 Consequences of Change in Law - (a) To the extent that there is a Change in Law, then: - (i) the Seller, upon becoming aware of the consequences of such Change in Law, shall promptly notify NSPI; and - (ii) the Parties shall engage in...

AI summary This section outlines the consequences of a Change in Law on the agreement between the Seller and NSPI. The Seller must notify NSPI upon becoming aware of such changes, and both parties must negotiate in good faith to amend the agreement to reflect the economic expectations prior to the change. If no agreement is reached, the dispute will be resolved through the procedures outlined in Article 14.

14.1 Dispute Resolution - (a) If either Party considers that a dispute arising between the Parties as to the subject matter of this Agreement cannot be resolved between them, then such Party may deliver notice to the other Party describing...

AI summary This section outlines the dispute resolution process between the Parties, including the requirement to meet within 10 business days, the option to proceed to binding arbitration under the Commercial Arbitration Act (Nova Scotia), and the rules governing the selection of an arbitrator, cost allocation, and enforcement of arbitration awards.

16.3 Change of Control - (a) During the Term, the Seller shall not permit or allow a Change of Control, except with the consent of NSPI, which consent may not be unreasonably withheld or conditioned. NSPI may withhold consent to any Change...

AI summary Section 16.3 outlines the conditions under which a Change of Control of the Seller may occur, requiring NSPI's consent, which cannot be unreasonably withheld. The Seller must notify NSPI at least 60 days in advance and provide detailed information about the proposed change, including organizational structure and evidence of continued capability to fulfill obligations.

16.7 Notices Every communication provided for herein shall be in writing and delivered to, sent by recognized overnight delivery service or mailed by postage prepaid, or faxed, or e-mailed to, the Party to whom it is intended to be given a...

AI summary The section outlines the procedures for providing notices in the regulatory proceeding, specifying the methods of delivery and the presumed receipt dates for each method. It emphasizes the importance of confirming receipt and sending the original communication via postal or overnight delivery.

20 Business Days of the referral notice. If the Parties fail to agree within that period, either Party may apply to the ADR Institute of Canada (ADRIC) for the appointment of the Independent Expert by delivering to ADRIC (with a copy to th...

AI summary This section outlines the process for appointing an Independent Expert to determine a revised Energy Rate. If the Parties cannot agree within 20 business days, either may apply to the ADR Institute of Canada or, if unsuccessful, to a judge of the Supreme Court of Nova Scotia. The expert must be independent and disclose any potential conflicts of interest.

9. No Waiver by NSPI No failure on the part of NSPI to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by NSPI of any right, remedy or p...

AI summary This section emphasizes that NSPI cannot waive any rights, remedies, or powers through inaction or partial exercise. Waivers must be explicit and in writing, and they apply only to specific circumstances.

as set out in the Proposal. Local Benefits Shortfall has the meaning given to it in Section 2.7 Local Benefit Report means a report setting out the Seller's Local Benefit expenditure at COD. Market Rules and Procedures – means the document...

AI summary The document defines various terms and legal references relevant to energy regulation in Nova Scotia, including definitions related to local benefits, market rules, and the More Access to Energy Act. It outlines key terms such as 'Local Benefits Shortfall,' 'Meter Location,' and 'Nameplate Capacity,' which are important for understanding the regulatory framework.

1.8 Energy Reform (2024) Act - (a) Reference is made to the Energy Reform (2024) Act which came into effect on April 1, 2025 and pursuant to which certain Laws and Regulations were amended and pursuant to which the More Access to Energy Ac...

AI summary The Energy Reform (2024) Act, effective April 1, 2025, amends existing laws and introduces new legislation, including the More Access to Energy Act and the Energy and Regulatory Boards Act. These changes involve the phased transition of system operator functions from NSPI to the IESO, procurement of ancillary services by the IESO, and the establishment of market rules and procedures. Disagreements on amendments may be resolved through binding arbitration.

2.4 Requirements for Commercial Operation - (a) Notwithstanding the definition of "Commercial Operation Date" in the Generator Interconnection Agreement, the Facility will be deemed to have achieved " Commercial Operation " for the purpose...

AI summary The document outlines the requirements for achieving Commercial Operation of a Facility under the Generator Interconnection Agreement. Key conditions include approval from the Minister of the Environment, completion of the project, certification by an Independent Engineer, interconnection to the System, submission of a Performance Security, approval of a Cybersecurity Plan by the IESO, and submission of a Local Benefits Report. NSPI must respond to the Seller's notice within 10 Business Days.

ncy Legislation or other Laws and Regulations affecting the rights of creditors generally and except that equitable remedies may only be granted in the discretion of a court of competent jurisdiction. - (d) The execution and delivery of th...

AI summary This section outlines the Seller's representations and warranties, ensuring that the execution of the Agreement will not breach any contracts, laws, or regulations, and that there are no pending legal actions that could affect its ability to perform under the Agreement.

11.2 Effect of Force Majeure (a) If an Affected Party is unable, by reason of a Force Majeure Event, to perform or comply with its obligations under the Agreement, including a failure to achieve Commercial Operation by the Scheduled Commer...

AI summary This section outlines the obligations and consequences of a Force Majeure Event on the performance of contractual obligations under the Agreement. It specifies the notice requirements, mitigation efforts, and extension of deadlines for affected parties, while emphasizing that pre-existing financial obligations remain unaffected.

11.3 Termination for Force Majeure If the Seller is entitled to relief from its obligations under this Article 11, and the occurrence or impact of the Force Majeure Event has a material adverse effect on the Seller's performance of, or com...

AI summary The section outlines the conditions under which either party may terminate the agreement due to a Force Majeure Event. If the event begins before the Commencement Date and lasts over 12 months, or begins after and lasts 30 months within any 60-month period, termination is permitted with no costs or payments to either party.

to pay amounts due and payable under this Agreement directly to a Project Lender; and (iv) written notice of the address of the Project Lender to which notices pursuant to this Agreement may be sent. - (e) No assignment of a Project Lender...

AI summary The text outlines provisions related to Project Lender Security Agreements, specifying requirements for assignments, notice of defaults, and the ability of such agreements to secure multiple debts for different lenders, all under the conditions set forth in Article 12.

esponding to the Project Lender's request for a new agreement pursuant to this Section [12.2(g),](#page-60-2) without duplication of any costs or expenses set out in Section [12.2(g)(ii).](#page-61-0) - (h) If the Project Lender has appoin...

AI summary This section outlines the conditions under which a new agreement can be made with the Project Lender, including the circumstances where a Project Lender Agent or court-appointed receiver may act on behalf of the Project Lender and the priority of security agreements in the event of multiple claims.

13.1 Change in Law - (a) A " Change in Law " shall occur if: - (i) either (A) the Legislative Assembly of Nova Scotia causes to come into force any statute that was introduced as a bill in the House of Assembly of Nova Scotia or the Govern...

AI summary This section defines a 'Change in Law' as a legislative or regulatory action that increases costs or affects net revenues for the Seller, excluding certain exceptions such as general tax increases, publicly known legislation, and laws under the Electricity Act or Energy Reform (2024) Act. It outlines conditions under which such changes are excluded from being considered a 'Change in Law'.

13.2 Consequences of Change in Law - (a) To the extent that there is a Change in Law, then: - (i) the Seller, upon becoming aware of the consequences of such Change in Law, shall promptly notify NSPI; and - (ii) the Parties shall engage in...

AI summary This section outlines the process for addressing changes in law affecting the agreement. If a change in law occurs, the seller must notify NSPI and both parties must negotiate amendments to the agreement to reflect the expected economics prior to the change.

14.1 Dispute Resolution - (a) If either Party considers that a dispute arising between the Parties as to the subject matter of this Agreement cannot be resolved between them, then such Party may deliver notice to the other Party describing...

AI summary This section outlines the dispute resolution process between the Parties, including steps for resolving disputes through meetings, arbitration under the Commercial Arbitration Act (Nova Scotia), and the responsibilities of each Party during the process. It also addresses the continuation of performance obligations during disputes and the enforcement of arbitration awards.

16.3 Change of Control - (a) During the Term, the Seller shall not permit or allow a Change of Control, except with the consent of NSPI, which consent may not be unreasonably withheld or conditioned. NSPI may withhold consent to any Change...

AI summary Section 16.3 outlines the conditions under which a Change of Control of the Seller is permitted, requiring NSPI's consent unless specific exceptions apply. NSPI may withhold consent if the Seller is in default, its capability is materially reduced, or representations in Section 7.1 would no longer be true. Notice must be given 60 days in advance, and the Seller must demonstrate continued ability to perform obligations. A Change of Control includes shifts in control but excludes changes in publicly traded ownership.

20 Business Days of the referral notice. If the Parties fail to agree within that period, either Party may apply to the ADR Institute of Canada (ADRIC) for the appointment of the Independent Expert by delivering to ADRIC (with a copy to th...

AI summary This section outlines the process for appointing an Independent Expert to determine a revised Energy Rate if the Parties fail to agree within 20 business days. The ADR Institute of Canada (ADRIC) is responsible for the appointment, and if unsuccessful, a judge of the Supreme Court of Nova Scotia may be approached. The Independent Expert must be independent and disclose any potential conflicts of interest.

11. Governing Law This Guarantee shall be governed by the laws of the Province of Nova Scotia and the laws of Canada applicable therein. The Guarantor agrees that any suit, action or proceeding against the Guarantor arising out of or relat...

AI summary The governing law section of the document specifies that the Guarantee is governed by the laws of Nova Scotia and Canada applicable therein. It also states that any legal action against the Guarantor must be brought in a Nova Scotia court located in Halifax, with the Guarantor submitting to the jurisdiction of such court.

Re: M13042 – Application by the Procurement Administrator For Approval of a Standard Form Power Purchase Agreement Dear members of the Nova Scotia Energy Board, On August 17, 2026, the Nova Scotia Energy Board ("Board") received an applica...

AI summary The Nova Scotia Energy Board has received an application for approval of a Power Purchase Agreement under the Green Choice Program. SWEB Development Limited Partnership submitted comments and expressed concerns about the PA's feedback, which they believe did not adequately address prior concerns or provide meaningful arguments.

lity's output using the existing firm or non-firm capacity of the Transmission System on an "as available" basis. ER Interconnection Service does not in and of itself convey any transmission service." Section 33(4) of the Electricity Act s...

AI summary The document raises questions about the interaction between ERIS provisions and curtailment compensation under the Electricity Act, and clarifies the requirements for Commercial Operation based on the Local Benefits Report. The Board requests comments from Power Advisory by October 19, 2026.