P-1-(i)Appendix A - Green Choice PPA
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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.
P-1-(ii)Appendix B - Green Choice PPA Blackline to PPA in M11455
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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.
P-1-(iii)Appendix C - DRAFT #1 Green Choice PPA 2026 - CLEAN
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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.
P-1-(v)Appendix E - Draft Green Choice Program Procurement Request for Proposals (RFP)
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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.'