GENERATOR INTERCONNECTION AGREEMENT (For generating facilities greater than 100 kW connected at voltages below 34.5 kV) Between Saskatchewan Power Corporation and [Interconnection Customer]
TABLE OF CONTENTS 1
Definitions and Interpretation .......................................................................................................... 4
2
Scope and Responsibilities ................................................................................................................ 9
3
Inspection, Testing, Authorization and Right of Access.................................................................. 11
4
Term, Termination, Interruption and Disconnection...................................................................... 14
5
Responsibility for Interconnection Facilities................................................................................... 15
6
Billing, Payment and Financial Security .......................................................................................... 18
7
Assignment...................................................................................................................................... 19
8
Indemnity & Consequential damages ............................................................................................. 20
9
Default............................................................................................................................................. 20
10
Force Majeure ................................................................................................................................. 22
11
Insurance ......................................................................................................................................... 23
12
Confidentiality ................................................................................................................................. 25
13
Disputes........................................................................................................................................... 26
14
Taxes................................................................................................................................................ 26
15
Miscellaneous.................................................................................................................................. 27
16
Signatures........................................................................................................................................ 29
Appendices to Generator Interconnection Agreement........................................................................... 30
Appendix A: Diagrams............................................................................................................................. 31
Figure A1(a) Direct Assignment Facilities and Network Upgrades Figure A1(b) Point of Change of Ownership Figure A2 Generating Facility and ICIFs Appendix B: Estimated Costs for Direct Assignment Facilities and Network Upgrades.......................... 34
Appendix C: Generating Facility Details................................................................................................... 35
Appendix D: Commercial Operation Date ............................................................................................... 36
Appendix E: Addresses for Delivery of Notices, Billings and Payment.................................................... 37
Appendix F: Target SaskPower Completion Date .................................................................................... 39
Appendix G: Leased/Owned Land............................................................................................................ 40
Green Options Partners Program GIA 2 GENERATOR INTERCONNECTION AGREEMENT (For generating facilities greater than 100 kW connected at voltages below 34.5 kV) THIS AGREEMENT is made in duplicate and effective this _______ day of __________, 20____ (the “Effective Date”) BETWEEN: SASKATCHEWAN POWER CORPORATION a Crown corporation incorporated under The Power Corporation Act, (Saskatchewan) (hereinafter referred to as "SaskPower") and , a body corporate with its head office in the City of , in the Province of , (hereinafter referred to as the "Interconnection Customer”) WHEREAS, SaskPower owns and operates the Distribution System in the Province of Saskatchewan; AND WHEREAS, the Interconnection Customer intends to own and operate the Generating Facility; AND WHEREAS, the Interconnection Customer and SaskPower have agreed to enter into this Agreement for the purpose of interconnecting the Generating Facility with the Distribution System; NOW, THEREFORE, in consideration of and subject to the mutual covenants contained herein, it is agreed: Green Options Partners Program GIA 3 GENERAL CONDITIONS 1
1.1 DEFINITIONS AND INTERPRETATION Definitions When used in this Agreement, capitalized terms shall have the meanings that are consistent with the definitions of such terms set forth herein. Unless a clear contrary intention appears, the singular number includes the plural number and vice versa. Affected System means an electric system other than the Distribution System or Transmission System that may be affected by the interconnection of the Generating Facility to the Distribution System. Affiliate means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, that Person. For the purposes of this definition, “control” (including with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to either (i) elect a majority of the directors of that Person, or (ii) direct or cause the direction of the management or policies of that Person, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise. Agreement means this Generator Interconnection Agreement (including these General Conditions) and all appendices attached hereto together with all written amendments, modifications and supplements to such documents and the expressions “herein”, “hereto”, “hereof”, “hereby”, “hereunder”, and similar expressions referred to in this instrument shall refer to this instrument and all schedules hereto as so defined and not to any particular article, section, subsection or other subdivision hereof. Alive means capable of delivering either charged or dynamic energy. Applicable Laws and Regulations means all applicable federal, provincial and local laws, regulations, rules, ordinances, codes, decrees, judgments, directives, or judicial or administrative orders, permits and other duly authorized actions of any Governmental Authority. Applicable Reliability Standards means the NERC standards or MRO standards adopted or amended by SaskPower or any other reliability standards that have been adopted by SaskPower. Commercial Operation means the operation of the Generating Facility once the Supplier has met all SaskPower requirements regarding the Generating Facility and ICIFs, the Trial Operation period is complete and the Generating Facility operates for the purpose of selling energy commercially. Green Options Partners Program GIA 4 Commercial Operation Date (COD) means the date the Generating Facility and ICIFs are in service and the Generating Facility operates for the purpose of selling energy commercially. Direct Assignment Facilities means facilities or portions of facilities that are constructed, owned and operated by SaskPower for the sole use and benefit of the Interconnection Customer and for the sole purpose of interconnecting the Generating Facility and ICIFs to the Distribution System. Direct Assignment Facilities do not include Network Upgrades. Distribution System means the facilities owned, controlled or operated by SaskPower that are used to distribute electricity to SaskPower customers or are facilities used to collect electricity for the purpose of delivering power to the Transmission System. Effective Date means the effective date of this Agreement first referenced on page 3 of this Agreement. Electric Service Requirements means SaskPower’s Electric Service Requirements document available in hardcopy or in PDF format on the SaskPower webpage www.saskpower.com, as amended from time to time by SaskPower in its sole discretion. For the purposes of interpretation of this Agreement, the word “consumer” in the Electric Service Requirements document shall be replaced with the words “Interconnection Customer”. Emergency Condition means a condition or situation that has occurred or is imminently likely to occur that, in the judgment of SaskPower, as determined in a non‐
discriminatory manner, will (i) endanger life or property; or (ii) cause a material adverse effect on the reliability of or damage to the Distribution System and/or Transmission System. Force Majeure means a force majeure as defined in Article 10 of this Agreement. Generating Facility means the Interconnection Customer's facility for the production of electricity identified in Appendix C to this Agreement. Generating Facility does not include the Interconnection Customer’s Interconnection Facilities. Good Utility Practices means, in respect of a Party, the standard of practice attained by exercising that degree of knowledge, skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced operator engaged in the same type of undertaking under the same or similar circumstances. Good Utility Practice is not restricted to the optimum practice or course of action to the exclusion of all others but rather comprises the spectrum of reasonable practices, methods or acts applicable to the circumstances, and having regard to economic considerations. Green Options Partners Program GIA 5 Governmental Authority means any federal, provincial, local or other governmental regulatory or administrative agency, court, commission, department, board, or other governmental subdivision, legislature, rulemaking board, tribunal, or other governmental authority having jurisdiction over the Parties, their respective facilities, or the respective services they provide. Green Options Technical Requirements means the SaskPower document, which supplements the Non‐Utility Generation Interconnection Requirements, that contains additional technical requirements for interconnection of the Generating Facility to the Distribution System. Initial Synchronization Date means the date upon which the Generating Facility is initially synchronized to the Distribution System and upon which Trial Operation commences. In‐Service Date means the date upon which the ICIFs, Direct Assignment Facilities and Network Upgrades are completed and able to be made Alive.
Interconnection Customer’s Interconnection Facilities (ICIFs) means all facilities and equipment owned by the Interconnection Customer between the Generating Facility and the Point of Change of Ownership, including any modification, additions or upgrades that are necessary to physically and electrically interconnect the Generating Facility to the Distribution System. ICIFs are facilities used solely by the Interconnection Customer and do not include Network Upgrades. Interconnection Facilities Commissioning Plan means the plan and schedule, jointly developed by SaskPower and the Interconnection Customer, for the testing of the Direct Assignment Facilities, Network Upgrades and the ICIFs. The Interconnection Facilities Commissioning Plan must include a description of the protection systems designed to protect the ICIFs, the Distribution System and the Transmission System. Interconnection Studies means engineering studies, which may include, but are not limited to, Interconnection Feasibility Studies, Interconnection System Impact Studies or any other studies required by SaskPower that, among other things: (i) evaluate the impact of the proposed interconnection on the safety and reliability of the Distribution System and/or Transmission System and, if applicable, an Affected System; (ii) provide technical requirements to be met by the Interconnection Customer in order to interconnect the Generating Facility to SaskPower’s facilities; and/or (iii) provide an estimated level of costs to be incurred by the Interconnection Customer in order to interconnect the Generating Facility to SaskPower’s facilities. Interest Rate means the rate of interest expressed as a rate per annum, which is used by the Royal Bank of Canada or its successor as a reference rate for the purposes of determining rates of interest charged by it on Canadian dollar commercial demand loans Green Options Partners Program GIA 6 made by it in Canada and which is quoted by such bank from time to time as its “prime rate”. Leased/Owned Land means the land, leased or owned by the Interconnection Customer at the land locations set out in Appendix G to this Agreement. MRO means Midwest Reliability Organization or its successor organization. NERC means North American Electric Reliability Corporation or its successor organization. Network Upgrades means additions, modifications and upgrades to the Distribution System and/or Transmission System required to accommodate the interconnection of the Generating Facility to the Distribution System. Network Upgrades benefit both the Interconnection Customer and other SaskPower customers. Non‐Utility Generation Interconnection Requirements means SaskPower’s “Generation Interconnection Requirements at Voltages 34.5 kV and Below” document, as amended from time to time by SaskPower in its sole discretion, available in hardcopy or in PDF on the SaskPower web page at www.saskpower.com. Open Access Transmission Tariff (OATT) means SaskPower's Open Access Transmission Tariff which offers open access transmission service on the Transmission System, as may be amended, replaced or supplemented from time to time by SaskPower in its sole discretion, and is available in hardcopy format on the SaskPower web page at www.saskpower.com. Operating Practice means an agreement of the Parties governing operating matters respecting the interconnection of the Generating Facility to SaskPower’s Distribution System. Operating Requirements means the Non‐Utility Generation Interconnection Requirements, the Electric Service Requirements, the Operating Practice, the Green Options Technical Requirements and any requirements set out in the Interconnection Studies. Party means either SaskPower or the Interconnection Customer, as applicable, and Parties means SaskPower and the Interconnection Customer. Person means and includes natural persons, corporations, limited partnerships, general partnerships, joint stock companies, joint ventures, associations, companies, limited liability companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and governments and agencies and political subdivisions thereof. Green Options Partners Program GIA 7 Point of Change of Ownership means the point(s) at which the ICIFs connect with the Distribution System as shown in Appendix A to this Agreement. Power Purchase Agreement or PPA means the Power Purchase Agreement executed between the Interconnection Customer and SaskPower respecting the sale/purchase of energy from the Generating Facility, as may be amended by the Parties from time to time. Synchronization Plan means the plan and schedule, developed by the Interconnection Customer, respecting the testing and synchronization of the Generating Facility to the Distribution System. System Operator(s) means individuals who direct the operation of and are responsible for the reliability of the Distribution System and/or the Transmission System. System Protection Facilities means equipment, including necessary protection signal communications equipment, required to protect: i)
the Distribution System and Transmission System from faults or other electrical disturbances occurring at the ICIFs or Generating Facility; and ii)
the ICIFs and Generating Facility from faults or other electrical disturbances occurring on the Distribution System, Transmission System or Affected Systems. Target SaskPower Direct Assignment Facilities and Network Upgrades Completion Date or Target SaskPower Completion Date means the date upon which the construction and commissioning of the Direct Assignment Facilities and Network Upgrades are to be completed. The Target SaskPower Completion Date is set out in Appendix F to this Agreement. Transmission System means the facilities owned, controlled or operated by SaskPower that are used to provide transmission service to SaskPower customers (or provide transmission service under OATT). Trial Operation means the period, commencing on the Initial Synchronization Date, during which the Interconnection Customer is engaged in on‐site test operations and commissioning of the Generating Facility and ICIFs prior to achieving Commercial Operation. 1.2 1.3 The division of this Agreement into articles, sections and subsections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation hereof. This Agreement shall be governed by and construed in accordance with the laws of the Province of Saskatchewan. Green Options Partners Program GIA 8 1.4 In the event of any conflict between this Agreement and the Non‐Utility Generation Interconnection Requirements or Green Options Technical Requirements, this Agreement shall govern. 2
2.1 2.2 2.3 2.4 SCOPE AND RESPONSIBILITIES This Agreement contains the terms and conditions under which the Generating Facility will interconnect and be synchronized to the Distribution System. This Agreement does not constitute an agreement to purchase or deliver the Interconnection Customer's power. The purchase or delivery of power and other services that the Interconnection Customer may require will be covered under separate agreements. The ICIFs may only be connected to SaskPower’s facilities at voltages of 34.5 kV or less and the sum of the name plate capacity’s of the generator(s) in the Generating Facility must be 100 kW or more. Responsibilities of the Parties 2.4.1 The Parties shall perform all obligations of this Agreement in accordance with all Applicable Laws and Regulations, Operating Requirements, Applicable Reliability Standards and Good Utility Practices. 2.4.2 The Interconnection Customer shall construct, interconnect, operate and maintain the Generating Facility and construct, interconnect, operate and maintain the ICIFs in accordance with this Agreement, Applicable Reliability Standards and Good Utility Practices. 2.4.3 The Interconnection Customer shall comply with the Operating Requirements in the design, installation, construction, maintenance and operation of the Generating Facility and ICIFs. 2.4.4 Each Party shall operate, maintain, repair, inspect and be fully responsible for the facilities that it owns unless otherwise specified in this Agreement. Each Party shall be responsible for the safe installation, maintenance, repair and condition of its facilities on its respective side of the Point of Change of Ownership. 2.5 Commercial Operation Obligations The Interconnection Customer shall abide by all rules and procedures pertaining to the parallel operation of the Generating Facility to SaskPower’s facilities, including, but not limited to: (i) the rules and procedures concerning the operation of generation set forth in the PPA; (ii) the rules and procedures of the System Operator(s) for the Distribution System and Transmission System; and (iii) the terms and conditions identified in the Operating Practice. Green Options Partners Program GIA 9 2.6 2.7 Operating Practice 2.6.1 Prior to the Target SaskPower Completion Date, SaskPower and the Interconnection Customer shall use reasonable efforts to jointly develop an Operating Practice with respect to the interconnected operation of the Generating Facility and ICIFs with the Distribution System. Interconnection of the Generating Facility to the Distribution System must not take place unless there is an Operating Practice agreed to by the Parties. 2.6.2 Any amendments to the Operating Practice must be consistent with this Agreement and must be in writing and formally executed by the authorized signing officers of both Parties. This Agreement will prevail in the event of any inconsistency between this Agreement and the Operating Practice 2.6.3 The Operating Practice will, without limitation, establish operating authority boundaries and isolation procedures respecting the interconnection of the ICIFs to the Distribution System and Transmission System. 2.6.4 SaskPower and the Interconnection Customer shall adhere to the procedures set out in the Operating Practice whenever synchronizing the Generating Facility to the Distribution System. 2.6.5 The Interconnection Customer shall adhere to any amendments to the Operating Practice agreed to by SaskPower and the Interconnection Customer in a timely manner. Communications 2.7.1 If required by the Interconnection Studies or SaskPower, the Interconnection Customer shall install on the ICIFs, at the Interconnection Customer’s cost (i) dedicated communications systems for protection and monitoring of each Party’s facilities; and (ii) a dedicated operational voice communication system to enable exclusive communications from the ICIFs to SaskPower’s Grid Control Centre (GCC). SaskPower may elect to procure and acquire the communications systems to be installed on the ICIFs and charge back the costs of such communications systems to the Interconnection Customer. The Interconnection Customer shall be responsible for all costs associated with these communications systems. The Interconnection Customer shall provide space in an environmentally controlled building and a secure power source for such communications systems and shall provide SaskPower with full access to such communications systems and related equipment at all times. If required by the Interconnection Studies or SaskPower, the Interconnection Customer shall install, at the Interconnection Customer’s cost, specific protection equipment (e.g., equipment to mitigate the consequences of ground potential rise) on all communication systems connected to the ICIFs. Green Options Partners Program GIA 10 3
3.1 3.2 INSPECTION, TESTING, AUTHORIZATION AND RIGHT OF ACCESS Development of Interconnection Facilities Commissioning Plan At least sixty (60) calendar days prior to the Target SaskPower Completion Date SaskPower and the Interconnection Customer shall develop an Interconnection Facilities Commissioning Plan. SaskPower shall have final approval of the Interconnection Facilities Commissioning Plan prior to implementation. Pre In‐Service Date Testing and Modification Prior to the In‐Service Date, SaskPower shall test the Direct Assignment Facilities and Network Upgrades and the Interconnection Customer shall test the ICIFs to ensure the safe and reliable operation of these facilities. Each Party shall make any modifications to its facilities that are found to be necessary as a result of such testing. The Interconnection Customer shall bear the cost of any testing of the Direct Assignment Facilities, Network Upgrades and the ICIFs and any required modifications to the Direct Assignment Facilities, Network Upgrades and the ICIFs. Prior to the In‐Service Date, the Interconnection Customer shall complete the Interconnection Customer’s obligations pursuant to the Interconnection Facilities Commissioning Plan to SaskPower’s satisfaction. As soon as reasonably possible following the completion of the Interconnection Customer’s obligations pursuant to the Interconnection Facilities Commissioning Plan, the Interconnection Customer shall provide SaskPower a report indicating that the Interconnection Customer has completed such obligations. Upon receiving the report indicating that the Interconnection Customer has completed the Interconnection Customer’s obligations pursuant to the Interconnection Facilities Commissioning Plan, SaskPower will review the report to ensure it is satisfactory to SaskPower. Upon (i) completion of construction and testing of the Direct Assignment Facilities and Network Upgrades to SaskPower’s satisfaction; (ii) the Interconnection Customer having completed the construction and testing of the ICIFs and Generating Facility; (iii) the Interconnection Customer having completed its obligations pursuant to the Interconnection Facilities Commissioning Plan to SaskPower’s satisfaction; and (iv) SaskPower and the Interconnection Customer having completed any work required to construct, connect and commission the Direct Assignment Facilities, Network Upgrades and ICIFs in order to commission the Generating Facility, SaskPower shall provide the Interconnection Customer with written notice of both completion of the Direct Assignment Facilities and Network Upgrades by SaskPower and successful completion of the Interconnection Customer’s obligations pursuant to the Interconnection Facilities Commissioning Plan. 3.3 Initial Synchronization The Interconnection Customer shall provide SaskPower with a Synchronization Plan prior to initial synchronization of the Generating Facility to the Distribution System and SaskPower shall have thirty (30) calendar days to review the Synchronization Plan and provide comments back to the Interconnection Customer following receipt of the Synchronization Plan. The Interconnection Customer may not engage in initial synchronization and commencement of Trial Operation until SaskPower approves the Synchronization Plan and has declared the Green Options Partners Program GIA 11 Interconnection Facilities to be in‐service. Once SaskPower approves the Synchronization Plan and declares the Interconnection Facilities to be in‐service, the Interconnection Customer must provide SaskPower notice of the Initial Synchronization Date at least two (2) calendar days prior to engaging in initial synchronization. The Synchronization Plan shall include such tests on the Generating Facility and ICIFs as required by Good Utility Practices and Applicable Reliability Standards including, but not limited to, open circuit “step voltage” tests on the Generating Facility to verify proper operation of the Generating Facility's automatic voltage regulator. The Interconnection Customer shall make any modifications to the Generating Facility and/or ICIFs necessary as a result of such testing prior to initial synchronization. The Interconnection Customer shall bear the cost of all such testing and modifications. Unless otherwise agreed, the test conditions shall include, but are not limited to: (i)
Generating Facility at synchronous speed; (ii)
automatic voltage regulator on and in voltage control mode; and (iii)
a five percent (5%) change in Generating Facility terminal voltage initiated by a change in the voltage regulators reference voltage. 3.4 Commercial Operation Upon successful completion of the Synchronization Plan and the COD tests identified in the PPA to SaskPower’s satisfaction, and prior to Commercial Operation, the Interconnection Customer must: (i)
conduct ICIF testing in accordance with this Agreement and provide such results to SaskPower for each individual Generating Facility; and (ii)
advise SaskPower a minimum of twenty‐four (24) hours in advance of when it intends to enter Commercial Operation. Following Commercial Operation the Interconnection Customer must: (i) provide, in writing, the actual Commercial Operation Date, to SaskPower, in the form attached to this Agreement as Appendix D within twenty‐four (24) hours of entering Commercial Operation; and (ii) submit to SaskPower a report indicating satisfactory completion of all portions of the Synchronization Plan, including any test data required under the Synchronization Plan, within sixty (60) calendar days of entering Commercial Operation. SaskPower may disconnect the Generating Facility from SaskPower’s facilities in the event the Interconnection Customer (i) fails to declare to SaskPower Commercial Operation within twenty‐four (24) hours of the Commercial Operation Date; (ii) fails to provide SaskPower a report indicating satisfactory completion of all portions of the Synchronization Plan within the required time frame set out in this Section 3.4 of this Agreement or (iii) fails to meet any of its other obligations under this Agreement. Green Options Partners Program GIA 12 3.5 3.6 3.7 3.8 Post‐Commercial Operation Date Testing and Modifications Following the Commercial Operation Date, each Party shall, at its own expense, perform routine inspection and testing of its facilities in accordance with Good Utility Practices and Applicable Reliability Standards. SaskPower shall have the right, upon advance written notice to the Interconnection Customer, to require reasonable additional testing of the ICIFs, at SaskPower’s expense. Right to Observe Testing The Interconnection Customer shall notify SaskPower in advance of any tests the Interconnection Customer plans to conduct on its facilities. SaskPower has the right, at its own expense, to observe such testing. Right to Inspect SaskPower shall have the right, but no obligation to: (i)
observe the Interconnection Customer’s tests respecting the Interconnection Customer’s System Protection Facilities; (ii)
inspect the Interconnection Customer’s System Protection Facilities, including generator voltage regulators and power system stabilizers; (iii)
review the settings of the Interconnection Customer’s System Protection Facilities; and (iv)
review the Interconnection Customer’s maintenance records relative to the Interconnection Customer’s System Protection Facilities. SaskPower may exercise these rights from time to time as it deems necessary upon reasonable notice to the Interconnection Customer. The exercise or non‐exercise by SaskPower of any such rights shall not be construed as an endorsement or confirmation of any element or condition of the Interconnection Customer’s System Protection Facilities, or the operation thereof, or as a warranty as to the fitness, safety, desirability, or reliability of same. Access Rights The Interconnection Customer shall ensure SaskPower is granted ingress and egress rights to the Leased/Owned Land to: (i)
construct, operate, maintain, repair, test (or witness testing), inspect, replace or remove any facilities or equipment of SaskPower or, where applicable, the Interconnection Customer; (ii)
interconnect the ICIFs with the Direct Assignment Facilities; (iii) operate and maintain the Direct Assignment Facilities and the Transmission System; (iv) disconnect the Interconnection Customer’s facilities and equipment upon termination of this Agreement; (v) remove any SaskPower equipment; and Green Options Partners Program GIA 13 (vi) 3.9 undertake any other action authorized pursuant to the terms of this Agreement, the Operating Requirements or Applicable Laws and Regulations. Lands of Other Property Owners If any part of the Direct Assignment Facilities or Network Upgrades is to be installed on property owned by persons other than the Interconnection Customer or SaskPower, SaskPower shall, at the Interconnection Customer's expense, use efforts similar in nature and extent to those that it typically undertakes on its own behalf, and to the extent consistent with Applicable Laws and Regulations, to procure from such persons any rights of use, licenses, rights of way and easements that are necessary to construct, operate, maintain, test, inspect, replace or remove the Direct Assignment Facilities and Network Upgrades upon such property. 3.10 Permits Each Party shall be responsible for all permits, licenses and authorizations that are required by Applicable Laws and Regulations (i) to construct its respective facilities under this Agreement; and (ii) for the interconnection of its facilities with the other Party’s facilities in accordance with this Agreement. SaskPower and the Interconnection Customer shall cooperate with each other in good faith in obtaining any such permits, licenses and authorizations. 4
4.1 4.2 TERM, TERMINATION, INTERRUPTION AND DISCONNECTION Term This Agreement will commence and continue in force from the Effective Date and shall terminate upon expiration or termination of the PPA unless earlier terminated in accordance with the terms of this Agreement. Interruption of Service In the event that the delivery of electricity by the Interconnection Customer adversely affects, or could adversely affect, SaskPower’s ability to safely and reliably operate and maintain the Distribution System and/or Transmission System, SaskPower may interrupt, reduce or curtail the Interconnection Customer’s delivery of energy to SaskPower. Provisions that apply to any interruption, reduction or curtailment required under this Section 4.2 include, but are not limited to, the following: (i)
the interruption, reduction or curtailment shall continue only for so long as reasonably necessary under Good Utility Practices; (ii)
any such interruption, reduction or curtailment shall be made on an equitable, non‐
discriminatory basis with respect to all generating facilities directly connected to the Distribution System and/or Transmission System; (iii)
during the existence of an Emergency Condition, the interruption, reduction or curtailment may be performed without advance notice, (iv)
in the absence of an Emergency Condition, SaskPower shall notify the Interconnection Customer in advance regarding the timing of the scheduling of the interruption, reduction or curtailment and further notify the Interconnection Customer of the expected duration of the interruption, reduction or curtailment. SaskPower shall use Green Options Partners Program GIA 14 (v)
(vi)
4.3
5
5.1 5.2 reasonable efforts to schedule the interruption, reduction or curtailment during periods of least impact to the Interconnection Customer and SaskPower; when the interruption, reduction or curtailment must be made under circumstances which do not allow for advance notice, SaskPower shall notify the Interconnection Customer by telephone as soon as practicable of the reasons for the interruption, reduction or curtailment, and if known, its expected duration; the Parties shall cooperate and coordinate with each other to the extent necessary in order to restore the Generating Facility, ICIFs, Distribution System and Transmission System to their normal operating state, consistent with system conditions and Good Utility Practices, as soon as possible following any interruption, reduction or curtailment. 4.2.1 Modification of the Generating Facility The Interconnection Customer must receive written authorization from SaskPower before making any changes to the Generating Facility or ICIFs that may have a material impact on the safety or reliability of the Distribution System or Transmission System. Any modifications to the Generating Facility or ICIFs must be done in accordance with Good Utility Practices. If the Interconnection Customer makes any modification to the Generating Facility or ICIFs without prior written authorization from SaskPower, SaskPower shall have the right to disconnect the Generating Facility and ICIFs from SaskPower’s facilities. Disconnection Unless otherwise agreed to by the Parties, upon the termination or expiration of this Agreement the Parties will cooperate with one another and take all appropriate steps to disconnect the Generating Facility and the ICIFs from SaskPower’s facilities in accordance with Good Utility Practices. RESPONSIBILITY FOR INTERCONNECTION FACILITIES Interconnection Studies Prior to procurement or construction of any Direct Assignment Facilities or Network Upgrades, any Interconnection Studies required by SaskPower must be completed to identify the facilities required for, and costs associated with, the interconnection of the Generating Facility to the Distribution System, as well as the impact such interconnection will have on the Distribution System and Transmission System. Direct Assignment Facilities and Network Upgrades SaskPower will complete the construction and commissioning of the Direct Assignment Facilities and Network Upgrades and will use reasonable efforts to do so on or before the Target SaskPower Completion Date as set forth in Appendix F to this Agreement. Notwithstanding any other provision of this Agreement, if SaskPower has completed the construction and commissioning of the Direct Assignment Facilities and Network Upgrades and is ready to interconnect the Direct Assignment Facilities and the Network Upgrades to the Generating Facilities and ICIFs but is unable to do so because the Interconnection Customer has Green Options Partners Program GIA 15 not completed the Generating Facilities and/or ICIFs (or any required testing related thereto), SaskPower shall be deemed to have completed all work related to the construction and commissioning of the Direct Assignment Facilities and Network Upgrades. In performing any of its obligations under this Agreement, SaskPower shall not be required to undertake any action which is inconsistent with its standard safety practices, its material and equipment specifications, its design criteria and construction procedures, its labor agreements, Applicable Laws and Regulations or Good Utility Practices. 5.3 5.4 Construction The construction of Direct Assignment Facilities and Network Upgrades is the responsibility of SaskPower. Subject to the provisions of this Agreement, SaskPower shall commence design of the Direct Assignment Facilities and Network Upgrades as soon as reasonably practicable following the Effective Date. SaskPower shall commence construction of the Direct Assignment Facilities and Network Upgrades as soon as reasonably practicable after the following conditions are satisfied: (i)
approval of the appropriate Governmental Authorities has been obtained for any facilities requiring regulatory approval; and (ii)
necessary real property rights and rights‐of‐way have been obtained to the extent required for the construction of the Direct Assignment Facilities and Network Upgrades. Generating Facility and ICIFs The Interconnection Customer shall, at its expense, design, procure, construct, install and own the Generating Facility and ICIFs in accordance with the terms of this Agreement. The Generating Facility and ICIFs are set out in Appendix A to this Agreement. 5.4.1 ICIFs Specifications The Interconnection Customer shall submit initial specifications for the ICIFs to SaskPower as soon as reasonably possible following the Effective Date. SaskPower will use reasonable efforts to review the initial ICIFs specifications and provide comments back on the initial specifications to the Interconnection Customer within thirty (30) calendar days of receipt of initial specifications. Following receipt of SaskPower’s comments respecting the initial ICIFs specifications, the Interconnection Customer shall submit final ICIFs specifications to SaskPower at least ninety (90) calendar days prior to initial synchronization. SaskPower shall use reasonable efforts to review the final ICIFs specifications and provide comments back on the final specifications to the Interconnection Customer within sixty (60) calendar days following receipt of the final specifications. SaskPower will review the ICIFs specifications to ensure that the ICIFs are compatible with the technical requirements, operational control requirements and safety requirements of SaskPower. Green Options Partners Program GIA 16 5.5 5.4.2 SaskPower's Review SaskPower's review of the Interconnection Customer's final ICIFs specifications shall not be construed as confirming, endorsing or providing a warranty as to the design, fitness, safety, durability or reliability of the Generating Facility or the ICIFs. The Interconnection Customer shall make such changes to the ICIFs as may reasonably be required by SaskPower in accordance with Good Utility Practices or Applicable Reliability Standards to ensure that the ICIFs are compatible with the technical requirements, operational control requirements and safety requirements of SaskPower. 5.4.3 Generating Facility and ICIFs Construction The Generating Facility and ICIFs shall be designed and constructed (i) in accordance with Good Utility Practices and the Applicable Reliability Standards; and (ii) in compliance with the Operating Requirements. The Generating Facility and ICIFs shall be designed to operate successfully over the range of characteristics of the Distribution System and Transmission System as set out in the Operating Requirements. The Interconnection Customer shall ensure the operation of the Generating Facility and ICIFs do not result in voltage fluctuations at the Point of Change of Ownership that exceed the limits set out in the Operating Requirements. Technical Information Exchange 5.5.1 Information Exchange During Design As soon as reasonably practicable after the Effective Date, and up to the Commercial Operation Date, the Parties shall exchange design information to ensure the compatibility of the Generating Facility and the ICIFs with the Distribution System and Transmission System. 5.5.2 Future Modifications After the Commercial Operation Date: (i) the Interconnection Customer shall provide SaskPower any information related to changes to the Generating Facility or the ICIFs due to equipment replacement, repair or adjustment that may affect the equipment ratings or protection of any SaskPower’s facilities, or the Operating Requirements; and (ii) SaskPower shall provide the Interconnection Customer any information related to equipment replacement, repair or adjustment on the Distribution System and/or Transmission System that may affect the equipment ratings or protection of the Generating Facility or the ICIFs, or the Operating Requirements. The Parties shall provide such information in writing to the other Party at least thirty (30) calendar days prior to the date of the equipment replacement, repair or adjustment. Green Options Partners Program GIA 17 6
BILLING, PAYMENT AND FINANCIAL SECURITY 6.1 Payment for Facilities The Interconnection Customer shall be responsible to pay SaskPower for all actual costs (and any applicable taxes) incurred by SaskPower (i) to design, procure, construct and install the Direct Assignment Facilities and the Network Upgrades; (ii) respecting the installation of any communications or protection equipment placed on the ICIFs in accordance with Section 2.7 of this Agreement; (iii) to interconnect the Direct Assignment Facilities to the ICIFs; and (iv) respecting the yearly operation and maintenance (O&M) expenses of the Direct Assignment Facilities and Network Upgrades. Estimates of the costs to design, procure, construct and install the Direct Assignment Facilities and the Network Upgrades are set out in Appendix B to this Agreement. 6.2 Financial Security Arrangements SaskPower may, in its sole discretion and prior to the commencement of the procurement, installation or construction of the Direct Assignment Facilities and/or Network Upgrades, request that the Interconnection Customer provide to SaskPower either a guarantee, surety bond, letter of credit, cash or other form of security that is acceptable to SaskPower to secure any and all payments that the Interconnection Customer may be required to pay to SaskPower pursuant to this Agreement. The decision as to acceptability of such form of security (including, without limitation, any third party provider of the security) shall be at SaskPower’s sole discretion. Such security shall be in an amount at least sufficient to cover the costs of designing, constructing, procuring and installing the Direct Assignment Facilities and Network Upgrades and shall be reduced on a dollar‐for‐dollar basis for payments for the same made to SaskPower by the Interconnection Customer under this Agreement. 6.3 The Interconnection Customer shall have thirty (30) calendar days after written receipt of SaskPower’s request for security to provide such financial security to SaskPower. Payment Within thirty (30) calendar days after the Direct Assignment Facilities and Network Upgrades have been completed, SaskPower will submit an invoice to the Interconnection Customer for the estimated cost of the design, procurement, construction and installation of the Direct Assignment Facilities and Network Upgrades. Subsequent to SaskPower invoicing the Interconnection Customer for these estimated costs, SaskPower will provide the Interconnection Customer with an invoice of the actual design, procurement, construction and installation costs of the Direct Assignment Facilities and Network Upgrades and any other associated costs, including, but not limited to, costs related to the interconnection of the Generating Facility to the Distribution System. Invoices shall be rendered to the Interconnection Customer at the applicable address specified in Appendix E to this Agreement and the Interconnection Customer shall pay SaskPower for all costs incurred and invoiced by SaskPower (including all applicable taxes) immediately upon receipt of the invoice. All payments by the Interconnection Customer under this Agreement shall be made in immediately Green Options Partners Program GIA 18 available funds payable to SaskPower, or by wire transfer to a bank named and account designated by SaskPower. The Interconnection Customer shall pay SaskPower interest at the Interest Rate on unpaid balances of invoiced amounts if payment has not been received by SaskPower within thirty (30) calendar days after the invoice date. Interest will be calculated for the period starting thirty‐one (31) calendar days after the invoice date and ending on the receipt of payment by SaskPower. If this Agreement is terminated for any reason prior to completion of construction of the Direct Assignment Facilities and/or Network Upgrades, the Interconnection Customer will be responsible for all costs incurred by SaskPower with respect to this Agreement, up to the date of cancellation, including, but not limited to, all costs incurred by SaskPower in relation to the design, procurement, construction and installation of the Direct Assignment Facilities and Network Upgrades (and any applicable taxes). 7
7.1 ASSIGNMENT Assignment (a)
There shall be no assignment or other disposition of this Agreement, by any means whatsoever (including, without limitation, by mortgage, encumbrance, subcontract, sale, merger, consolidation or substantial change in ownership of a Party’s business, whether voluntary or involuntary), in whole or in part, for the duration of the Agreement except: (i)
where the assignee agrees in writing to be bound by all obligations and liabilities of the assignor under this Agreement and the consent of the other Party is obtained, such consent not to be unreasonably withheld; (ii)
by the Interconnection Customer or SaskPower to an Affiliate, or (iii)
by the Interconnection Customer to any lender(s) providing financing for the Generating Facility and ICIFs as security for such financing. (b)
In the case of an assignment or disposition pursuant to subsection 7.1(a)(i) it will be reasonable to withhold consent until the assignor has demonstrated to the reasonable satisfaction of the Party from whom consent is required that the assignee is capable of performing and satisfying all obligations (whether financial, technical or otherwise) of the assignor under this Agreement. The determination of such capability shall be made by the Party from whom consent is requested, acting reasonably. Where the assignor disagrees with such party’s determination, the matter shall be resolved by arbitration in accordance with Article 13 of this Agreement. (c)
In the case of an assignment or disposition pursuant to subsection 7.1(a)(ii), the assignor shall remain liable under this Agreement unless and until it satisfies the requirements of subsection 7.1(a)(i). (d)
In the case of an assignment pursuant to subsection 7.1(a)(iii), such assignment shall be subject to SaskPower’s prior written consent to the lender security arrangements on Green Options Partners Program GIA 19 such terms as SaskPower may reasonably require in relation to the recognition of the rights of SaskPower under this Agreement 8
8.1 8.2 INDEMNITY & CONSEQUENTIAL DAMAGES Limitation on Liability for Consequential Damages Neither Party, nor its employees, officers, directors or agents, will be liable to the other Party, or its employees, officers, directors or agents, under or in relation to this Agreement, for any indirect or consequential damages, injury or loss suffered by that other Party or its employees, officers or directors or agents, including loss of profits, loss of revenue, cost of capital and cost of purchased or replacement capacity or energy. This limitation on liability applies only to this Agreement and shall not be interpreted as extending to any other agreement which may exist between the Parties. Indemnity 8.2.1 Subject to Section 8.1 and subsection 8.2.2, each Party, as Indemnitor, will indemnify, save and hold harmless the other Party, its employees, officers, directors and agents (collectively the “Indemnified”) from and against all losses, damages, liabilities, costs, expenses (including actual legal expenses), fines, penalties, assessments or charges of any kind which any of the Indemnified incurs, suffers, or is put to arising out of or in connection with any third‐party claim, demand or proceeding arising out of or in connection with any failure, breach or non‐performance by the Indemnitor of any obligation under this Agreement, or any negligence or intentional wrongdoing of the Indemnitor or any employee, officer, director or agent of the Indemnitor. The liability of the Indemnitor hereunder will survive the termination of this Agreement. 8.2.2 In no event will the Indemnitor be required to indemnify any of the Indemnified for that portion, if any, of the losses, damages, liabilities, costs, expenses (including actual legal expenses), fines, penalties, assessments or charges of any kind referred to in subsection 8.2.1 attributable to any negligence or intentional wrongdoing of any of the Indemnified. 9
9.1 DEFAULT Default If either Party is in default in respect of any of its material obligations under this Agreement, the Party not in default may give the defaulting Party notice of default. If the non‐defaulting Party gives such notice of default, the non‐defaulting Party may discontinue performance of its obligations under this Agreement thirty (30) calendar days after giving a notice of default to the Party in default, if the Party in default has not remedied such default to the reasonable satisfaction of the non‐defaulting Party or, if such default is not capable of being remedied within thirty (30) calendar days of the notice, and the defaulting Party has not instituted and commenced carrying out a plan acceptable to the non‐defaulting Party acting reasonably with all due dispatch to remedy such default. If performance is discontinued, it shall be resumed as Green Options Partners Program GIA 20 soon as the default is remedied and the Party that was in default gives notice to that effect, provided this Agreement was not already terminated pursuant to Section 9.3 of this Agreement. 9.2 9.3 Discontinuance by Non‐Defaulting Party The discontinuance of the performance of any of its obligations by a Party not in default that is entitled to discontinue the performance of its obligations under this Article 9 shall: i) be in addition to any other remedy available to the non‐defaulting Party in law or in equity; ii) not relieve the Party in default from the performance of the covenants, provisions and conditions contained in this Agreement; iii) not relieve the Party in default from the payment of any sums payable by the defaulting Party under this Agreement; iv) not be deemed to be an abrogation or rescission of this Agreement by the Party not in default; and v) not affect the validity of the terms of this Agreement. Notice of Termination Except as otherwise expressly provided in this Agreement, a Party not in default of any of its material obligations may, at its discretion and without limitation to any other remedies it may have, immediately terminate this Agreement upon giving the other Party notice of termination if: (a) the Party in default has failed to perform any of its material obligations under this Agreement, and (i) does not remedy same within thirty calendar (30) days of having received a notice of default pursuant to Section 9.1 of this Agreement; or (ii) if such default is not capable of being remedied within thirty (30) calendar days of the defaulting Party having received a notice of default pursuant to Section 9.1 of this Agreement, the defaulting Party has not instituted and commenced carrying out a plan acceptable to the non‐defaulting Party acting reasonably with all due dispatch to remedy such default; or (b) the other Party: i) is bankrupt or insolvent or has committed or suffered any act of bankruptcy or insolvency; or ii) makes any general assignment for the benefit of its creditors; or iii) has caused or allowed any material writ in respect of any judgment to be registered against its interests in this Agreement; or iv) has liquidated itself under the direction of a court or otherwise; or v) has commenced proceedings or the passing of an effective resolution for the dissolution, liquidation or winding up of itself. Green Options Partners Program GIA 21 10
FORCE MAJEURE 10.1 Effect of Force Majeure Subject to this Article 10, if, by reason of Force Majeure either Party is unable, wholly or partially, to perform or comply with its covenants and obligations hereunder, then the Party so affected by Force Majeure shall be relieved of its obligations or liability to the extent contemplated by this Article 10 for failing to perform or comply during the continuance and to the extent of the inability so caused from and after the happening of the event of Force Majeure, provided that the Party invoking Force Majeure gives to the other Party prompt notice, written or oral (but if oral, promptly confirmed in writing), of such inability and reasonably full particulars of the cause thereof. If notice is not promptly given, then the Party suffering the Force Majeure shall only be relieved from such performance or compliance from and after the giving of such notice. The Party invoking Force Majeure shall use all reasonable efforts to remedy the situation and remove, so far as possible and with reasonable dispatch, the cause of its inability to perform or comply with its covenants and obligations hereunder, provided that the settlement of strikes or lockouts shall be wholly within the discretion of the Party involved. The Party invoking Force Majeure shall give prompt notice to the other Party of the cessation of the event of Force Majeure. Nothing in this Article 10 shall relieve a Party invoking Force Majeure of its obligations to make payments of any amounts due under this Agreement regardless of whether such amounts became due before or after Force Majeure was invoked. 10.2 Events of Force Majeure For the purposes of this Agreement, “Force Majeure” means, any event or circumstance not within the control of the Party invoking Force Majeure and, to the extent not within that Party’s control, includes: (i)
lightning, storms, tornados, earthquakes, landslides, floods, washouts, and other acts of God or natural catastrophes; (ii)
fires or explosions; (iii)
strikes, lockouts or other labour disturbances; (iv)
civil disturbances, sabotage, war, blockades, vandalism, riots, epidemics or pandemics; (v)
restraints by governments or governmental agencies; (vi)
inability to obtain or delay in obtaining or revocation or amendment of any permit, authorization or approval of any governmental authority required to perform or comply with any obligation under this Agreement, unless the inability, delay, revocation or modification of any such necessary permit, authorization or approval was caused by the violation of the terms thereof or consented to by the Party invoking Force Majeure; or Green Options Partners Program GIA 22 (vii)
the order of any court or the directive or ruling of any governmental or administrative body. 10.3 Non‐Availability of Force Majeure A Party shall not be entitled to the benefits of the provisions of this Article 10 under any of the following circumstances: 10.4
(i)
if and to the extent the Party seeking to invoke Force Majeure has caused the applicable event of Force Majeure in whole or in material part by its fault or negligence; (ii)
if the failure to perform or comply with any of the covenants or obligations herein imposed upon it was caused by restraint by governments or governmental agencies or the order of any court and any such restraint or order was the result of a breach by the Party claiming suspension of the term of a permit, license, certificate or other authorization granted by a governmental or regulatory body having jurisdiction; (iii)
if the failure to perform or comply with any of the covenants or obligations herein imposed upon it was caused by the Party invoking Force Majeure having failed to use reasonable efforts in accordance with Section 10.1 to remedy the situation and remove, so far as possible and with reasonable dispatch, the cause of its inability to perform or comply with such covenants or obligations; or (iv)
if the failure to perform or comply with any of the covenants or obligations herein imposed upon it was caused by lack of funds or other financial cause for whatever reason. Extended Force Majeure Either Party may, at its discretion, terminate this Agreement by notice to the other Party if the other Party invokes Force Majeure in accordance with this Article 10 for three hundred and sixty‐five (365) or more days in the aggregate, provided notice is given within ninety (90) days of the right of termination arising. Additionally, the Party that has not invoked the applicable current Force Majeure may, in its discretion, terminate this Agreement by notice to the other Party that has invoked the current Force Majeure if, in the first Party’s reasonable opinion, the current event of Force Majeure will not be remedied within the remainder of the three hundred and sixty‐five (365) days referred to above. 11
INSURANCE 11.1 General Obligations The Interconnection Customer shall obtain, pay for and maintain property insurance on the Generating Facility and the ICIFs throughout the term of this Agreement in such amount and to such an extent as would a prudent owner of such facilities. In addition, the Interconnection Customer shall obtain, pay for and maintain in force during the term of this Agreement the following minimum liability insurance coverage, with insurers authorized to do business in the province of Saskatchewan: Green Options Partners Program GIA 23 11.2
(i)
Workers' Compensation Insurance providing statutory benefits in accordance with the laws and regulations of the province of Saskatchewan. (ii)
Commercial General Liability insurance with a minimum limit of two million dollars ($2,000,000) each occurrence and two million dollars ($2,000,000) Products and Completed Operations covering all amounts that the Interconnection Customer becomes legally obligated to pay as damages arising from personal injury (including death), property damage (including loss of use) and non‐owned automobile liability. (iii)
Automobile Third Party Liability Insurance for coverage of owned and non‐owned and hired vehicles, not otherwise insured by the Commercial General Liability Policy, with a minimum, combined single limit of two million dollars ($2,000,000) per occurrence for bodily injury, including death and property damage. (iv)
Excess Liability Insurance over and above the Employers' Liability Commercial General Liability and Automobile Third Party Liability Insurance coverage, with a minimum combined single limit of twenty million dollars ($20,000,000) per occurrence. (v)
Any other insurance that the Interconnection Customer is required by law to provide, and that the Interconnection Customer deems appropriate to protect its interests for risks assumed under this Agreement or otherwise. Additional Obligations The Interconnection Customer, for each of the policies listed in Section 11.1, must: (i)
include SaskPower as Additional Insured on a primary basis for liability arising out of or in relation to the Interconnection Customer’s work or operations performed under or incidental to this Agreement, except for subsection 11.1(i); (ii)
provide at least thirty (30) days written notice to SaskPower before any coverage is cancelled; (iii)
ensure the policies contain provisions whereby the Interconnection Customer’s insurer waives all rights of subrogation in accordance with the provisions of this Agreement against SaskPower, except for subsection 11.1(i). The requirements contained herein as to the types and limits of all insurance to be maintained by the Parties are not intended to, and shall not in any manner, limit or qualify the liabilities and obligations assumed by the Parties under this Agreement. 11.3
Performance Requirements Before either Party commences any work or services under this Agreement the Interconnection Customer must give SaskPower a duly authorized certificate of insurance from the Contractor’s insurer certifying that the coverage required by this Article 11 is in effect and is written on an occurrence form. (i)
SaskPower’s receipt of any certificate of insurance does not constitute SaskPower’s agreement that the Interconnection Customer has, or the insurance policies shown in the certificate(s) have, met the insurance requirements of this Article 11. Green Options Partners Program GIA 24 (ii)
SaskPower’s failure to demand a certificate of insurance or other evidence that the Interconnection Customer has complied with this Article 11, or failure to identify any deficiency from evidence provided, will not be construed as a waiver by SaskPower of the Interconnection Customer’s obligations under this Article 11. (iii)
The Interconnection Customer must pay any deductible associated with any insurance claim. (iv)
The Interconnection Customer must ensure that each subcontractor performing any services in relation to this Agreement has and maintains insurance in accordance with this Article, and, within ten (10) calendar days of SaskPower’s request, will provide SaskPower with a certificate of insurance evidencing the coverage. 12
CONFIDENTIALITY 12.1 Confidentiality The Parties acknowledge and agree that this Agreement and any and all information emanating from the other’s business in any form (the “Confidential Information”), is confidential, and that each Party agrees that it will not, during, or for a period of two years after, the term of this Agreement, permit the disclosure of any such Confidential Information to any Person and/or organization (other than its own employees, agents, advisors and representatives and employees of Affiliates, who must have such information for the performance of the Party’s respective obligations hereunder or, also in respect of SaskPower, who SaskPower desires to have such information for the purposes of reviewing this Agreement and the project to which it relates in comparison with other agreements and/or projects in the course of determining SaskPower’s future supply options) unless such disclosure is specifically authorized by the other Party or unless such Confidential Information is at the time of such disclosure, through no fault of the Party, known in the public domain. Each Party shall authorize disclosure of Confidential Information to contractors, potential lenders of the other Party or potential purchasers of the other Party or its assets provided such contractors, lenders or purchasers first enter into undertakings of confidentiality reasonably satisfactory to the Party authorizing such disclosure. The rights and obligations of the Parties pursuant to this Article 12 shall survive termination of this Agreement. 12.2 Permitted Disclosure Notwithstanding the generality of Section 12.1, SaskPower may provide: (a)
any Confidential Information to the Saskatchewan Provincial Auditor for the purpose of complying with The Provincial Auditor Act (Saskatchewan), or to SaskPower’s internal or external auditors for the purpose of obtaining proper and complete audits of SaskPower’s business and accounting practices; (b)
any Confidential Information as lawfully directed by any committee or advisory body of the Saskatchewan Legislature, including the Saskatchewan Rate Review Panel; and (c)
any Confidential Information, including excerpts from and summaries of the Confidential Information as lawfully directed by: Saskatchewan Crown Investments Corporation; the Green Options Partners Program GIA 25 Executive Council of the Government of Saskatchewan (the “Cabinet”); any Ministry, Department or other body of the Government of Saskatchewan entitled to the information by law or that has responsibility for any matter related to SaskPower’s business; and any Ministry, Department or other body of the Government of Saskatchewan which a Minister or the Cabinet desires to have access to the Confidential Information for the purposes of reviewing this Agreement and the project to which it relates in comparison with other agreements and/or projects in the course of determining SaskPower’s future supply options. Notwithstanding the generality of Section 12.1, the Interconnection Customer may provide Confidential Information as required under Applicable Laws and Regulations including stock exchange rules and policies and securities law; provided, however, that the Interconnection Customer in such cases, as soon as reasonably practicable after providing the Confidential Information as required, shall provide SaskPower with a copy of such information and the name of the recipient thereof. 12.3 Compelled Disclosure Except as otherwise permitted by Section 12.2, if a Party (the “Disclosing Party”) is requested or required (by oral question, interrogatories, requests for information or documents, court order, civil investigative demand, regulatory demand or similar process) to disclose any Confidential Information in connection with litigation or any regulatory proceeding or investigation, or pursuant to any Applicable Laws and Regulations, the Disclosing Party shall promptly notify the other Party (the “Other Party”) of such request or requirements so that the Other Party may seek an appropriate protective order or waive compliance with this Agreement. If, in the absence of a protective order or the receipt of a waiver hereunder, the Disclosing Party is compelled to disclose the Confidential Information, the Disclosing Party may disclose such portion of the Confidential Information to the party seeking disclosure to the extent required by the Applicable Laws and Regulations. 13
DISPUTES 13.1 Dispute Resolution In the event either Party has a dispute, or asserts a claim, that arises out of or in connection with this Agreement or its performance under this Agreement, the dispute resolution procedures of the PPA shall apply. 14
TAXES The Interconnection Customer shall be responsible for all applicable taxes, including Goods and Services Tax (GST), Provincial Sales Tax (PST), excise taxes, custom duties and any other similar taxes associated with the Direct Assignment Facilities and the Network Upgrades. Any increase or decrease in costs to SaskPower due to any changes in the rates of such taxes and customs duties or as a result of the imposition of any new taxes on SaskPower in connection with the services and facilities provided by SaskPower under this Agreement, which Green Options Partners Program GIA 26 arise after the Effective Date of this Agreement, shall be the sole responsibility of the Interconnection Customer. The Parties will furnish each other with any documentation necessary for the Parties to claim input tax credits or reimbursements, or exemptions for any taxes pertaining to this Agreement. 15
MISCELLANEOUS 15.1 Governing Law and Rules The validity, interpretation and enforcement of this Agreement and each of its provisions shall be governed by the laws of the Province of Saskatchewan, without regard to its conflicts of law principles. This Agreement is subject to all Applicable Laws and Regulations. 15.2 Amendment The Parties may only amend this Agreement, its schedules and appendices by a written instrument duly executed by authorized representatives of both Parties. 15.3 No Third‐Party Beneficiaries This Agreement 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 obligations herein assumed are solely for the use and benefit of the Parties, their successors in interest and where permitted, their assigns. 15.4 Waiver The Parties agree that any waiver of or non‐action with respect to any breach or default of any of the terms or conditions of this Agreement shall not be construed as a waiver of any subsequent or other breach or default. 15.5 Entire Agreement This Agreement, including all attachments, constitutes the entire agreement between the Parties with reference to the subject matter hereof, and supersedes all prior and contemporaneous understandings or agreements, oral or written, between the Parties with respect to the subject matter of this Agreement. There are no other agreements, representations, warranties or covenants which constitute any part of the consideration for, or any condition to, either Party's compliance with its obligations under this Agreement. 15.6 Multiple Counterparts This Agreement may be executed in two or more counterparts, each of which is deemed an original but all constitute one and the same instrument. 15.7 No Partnership This Agreement 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 either Party. Neither Party shall have any right, power or authority Green Options Partners Program GIA 27 to enter into any agreement or undertaking for, or act on behalf of, or to act as or be an agent or representative of, or to otherwise bind, the other Party. 15.8 Severability If any provision or portion of this Agreement shall for any reason be held or adjudged to be invalid or illegal or unenforceable by any court of competent jurisdiction or other Governmental Authority (i) such portion or provision shall be deemed separate and independent from this Agreement; (ii) the Parties shall negotiate in good faith to restore insofar as practicable the benefits to each Party that were affected by such ruling; and (iii) the remainder of this Agreement shall remain in full force and effect. 15.9 Environmental Releases The Interconnection Customer shall notify SaskPower, first orally and then in writing, of the release of any hazardous substances, any asbestos or lead abatement activities or any type of remediation activities related to the Generating Facility or the ICIFs, each of which may reasonably be expected to affect SaskPower. The Interconnection Customer shall: i) provide the notice as soon as practicable after becoming aware of the occurrence, provided the Interconnection Customer makes a good faith effort to provide the notice no later than twenty‐four (24) hours after the Interconnection Customer becomes aware of the occurrence; and ii) promptly furnish to SaskPower copies of any publicly available reports filed with any Governmental Authorities addressing such events. 15.10 Subcontractors 15.10.1 General Nothing in this Agreement shall prevent a Party from utilizing the services of any subcontractor as it deems appropriate to perform its obligations under this Agreement, provided that the Party requires its subcontractors to comply with all applicable terms and conditions of this Agreement. 15.10.2 Responsibility of Principal The creation of any subcontract relationship shall not relieve the hiring Party of any of its obligations under this Agreement. The hiring Party shall be fully responsible to the other Party for the acts or omissions of any subcontractor the hiring Party hires as if no subcontract had been made. Green Options Partners Program GIA 28 15.10.3 No Limitation by Insurance The obligations under this Section 15.10 will not be limited in any way by any limitation of subcontractor’s insurance. 16
SIGNATURES IN WITNESS WHEREOF, the Parties have executed this Agreement in duplicate originals, each of which shall constitute and be an original effective Agreement between the Parties. By: SASKATCHEWAN POWER CORPORATION <Name of Signatory>, <Title of Signature> Date Assistant Secretary Date <INTERCONNECTION CUSTOMER> Signature of Signing Authority Date BUSINESS APPROVED By: By: LAW REVIEWED Name of Signing Authority (please print) Green Options Partners Program GIA Title of Signing Authority 29 APPENDICES TO GENERATOR INTERCONNECTION AGREEMENT Appendix A Diagrams Figure A1(a) Direct Assignment Facilities and Network Upgrades Figure A1(b) Point of Change of Ownership Figure A2 Generating Facility and ICIFs Estimated Costs for Direct Assignment Facilities and Network Upgrades Generating Facility Details Commercial Operation Date Addresses for Delivery of Notices, Billings and Payment Appendix B Appendix C Appendix D Appendix E Appendix F Appendix G Target SaskPower Completion Date Leased/Owned Land Green Options Partners Program GIA 30 Appendix A: Diagrams Appendix A ‐Figure A1(a) Direct Assignment Facilities and Network Upgrades [Drafting Note: Figure A1(a) to be inserted] Green Options Partners Program GIA 31 Appendix A ‐ Figure A1(b) Point of Change of Ownership [Drafting Note: Figure A1(b) to be inserted] Green Options Partners Program GIA 32 Appendix A ‐ Figure A2 Generating Facility and ICIFs [Drafting Note: Figure A2 to be inserted] Green Options Partners Program GIA 33 Appendix B: Estimated Costs for Direct Assignment Facilities and Network Upgrades Capital Estimate
Lines
Switching Stations
Substations
CP&C - Communications
CP&C - Protection
CP&C - SCADA
Region
$
$
$
$
$
$
$
Total:
$
[Drafting Note: Amounts to be inserted] Green Options Partners Program GIA 34 Appendix C: Generating Facility Details Details as outlined in the following documents (not attached):
[Drafting Note: Document references to be inserted] Green Options Partners Program GIA 35 Appendix D: Commercial Operation Date [Date] SaskPower C/o Customer Development & Support 2025 Victoria Avenue Regina, Saskatchewan S4P 0S1 Re: Generating Facility Dear _______________: On [Date] ___________________________ has completed Trial Operation of_ __. This letter confirms that ________________________ commenced Commercial Operation of _
__ at the Generating Facility, effective as of [Date plus one day]. Thank you. [Signature] Green Options Partners Program GIA 36 Appendix E: Addresses for Delivery of Notices, Billings and Payment Notices: SaskPower: SaskPower c/o Customer Development & Support 2025 Victoria Avenue Regina, Saskatchewan S4P 0S1 Attention: Account Manager, IPP’s Phone: (306) 566‐3462 Fax: (306) 566‐6122 and SaskPower c/o Law, Land & Regulatory Affairs 2025 Victoria Avenue Regina, Saskatchewan S4P 0S1 Attention: Vice President, General Counsel & Assistant Secretary Fax: (306) 566‐3113 Interconnection Customer: Name: Address: Contact: Phone: Fax: E‐mail: Green Options Partners Program GIA 37 Billings and Payments: SaskPower: SaskPower c/o Customer Development & Support 2025 Victoria Avenue Regina, Saskatchewan S4P 0S1 Attention: Account Manager, IPP’s Phone: (306) 566‐3462 Fax: (306) 566‐6122 Interconnection Customer: Name: Address: Contact: Phone: Fax: Green Options Partners Program GIA 38 Appendix F: Target SaskPower Completion Date ♦ [Target SaskPower Completion Date to be inserted] Green Options Partners Program GIA 39 Appendix G: Leased/Owned Land Green Options Partners Program GIA 40