Call for Tenders Document A/O

Transcription

1 Call for Tenders A/O ELECTRICITY SUPPLY FOR QUÉBEC NEEDS Call for Tenders Document A/O [Consolidated document integrating Addendum 1 issued on July 7, 2014, Addendum 2 issued on August 21, 2014 and Addendum 3 issued on October 22, 2014] WIND-GENERATED ELECTRICITY FOR A TOTAL OF 450 MW OF INSTALLED CAPACITY Date of issue: December 18 th, 2013 Closing date: November 5 th, 2014 December 18 th, 2013

2 Call for Tenders A/O IMPORTANT NOTICE This document integrates Addenda 1, 2 and 3 into the call for tenders document A/O issued on December 18 th, This consolidated document is made available to potential bidders for the sole purpose of facilitating the reading of the call for tenders document. In case of discrepancy between the consolidated document and the original version of the call for tenders document A/O as amended by Addenda 1, 2 and 3, the latter shall prevail. December 18 th, 2013

3 Call for Tenders A/O TABLE OF CONTENTS LIST OF APPENDICES... II INTRODUCTION... 1 CHAPTER 1 NEEDS AND REQUIREMENTS PRODUCT REQUESTED AND QUANTITIES TERM OF CONTRACTS AND COMMENCEMENT OF DELIVERIES ELIGIBILITY REQUIREMENTS WIND TURBINES DESIGNED TO WITHSTAND COLD CLIMATES REGIONAL CONTENT AND QUÉBEC CONTENT DISMANTLEMENT OF THE WIND FARM MANDATORY PRICING FORMULA FINANCIAL SECURITY CONNECTION TO HYDRO-QUÉBEC'S TRANSMISSION SYSTEM EXPLORATORY STUDY OTHER CONDITIONS CHAPTER 2 SELECTION PROCESS INTRODUCTION EVALUATION OF BIDS AS PER THE MINIMUM REQUIREMENTS (STEP 1) RANKING OF BIDS (STEP 2) SIMULATION OF BID COMBINATIONS (STEP 3) CONSIDERATION OF TRANSMISSION COSTS CHAPTER 3 INSTRUCTIONS TO BIDDERS TIMETABLE CALL FOR TENDERS REGISTRATION FORM CALL FOR TENDERS REGISTRATION FEE PRE-BID CONFERENCE COMMUNICATION WITH BIDDERS VERIFICATION OF THE CALL FOR TENDERS DOCUMENT ADDENDA BID FORM VARIANTS DECLARATION OF POTENTIAL CONFLICT OF INTEREST STANDARDS AND REGULATIONS BID EVALUATION FEE AND CREDIT EVALUATION FEE SIGNING OF BID BID SUBMISSION BID VALIDITY BID OPENING REJECTION OF BIDS BID WITHDRAWAL CANCELLATION CONFIDENTIALITY NOTICE TO BIDDERS CONTRACT AWARD STANDARD CONTRACT ATTESTATION FROM REVENU QUÉBEC (ARQ) ACT RESPECTING CONTRACTING BY PUBLIC BODIES AND ELECTION ACT December 18 th, 2013 p. i

4 Call for Tenders A/O LIST OF APPENDICES APPENDIX 1 PRE-BID CONFERENCE REGISTRATION CALL FOR TENDERS A/O APPENDIX 2 CALL FOR TENDERS REGISTRATION FORM A/O APPENDIX 3 SUMMARY OF THE SELECTION PROCESS APPENDIX 4 MAXIMUM CREDIT LIMITS BASED ON RISK LEVEL APPENDIX 5 MANDATORY PRICING FORMULA APPENDIX 6 EXPLORATORY STUDY REQUEST FORM APPENDIX 7 TECHNICAL STANDARDS AND REQUIREMENTS FOR CONNECTION TO THE POWER SYSTEM APPENDIX 8 WEIGHTING TABLE FOR NON-PRICE CRITERIA APPENDIX 9 TERMS OF REFERENCE FOR THE SITING OF WIND FARMS ON FARMLAND AND IN WOODLANDS APPENDIX 10 MINIMUM DISTANCES TO MAINTAIN WITH RESPECT TO HYDRO-QUÉBEC'S INFRASTRUCTURE APPENDIX 11 STANDARD CONTRACT APPENDIX 12 BID FORM December 18 th, 2013 p. ii

5 Call for Tenders A/O INTRODUCTION Hydro-Québec Distribution is issuing this call for tenders for the purchase of 450 MW of electricity generated in Québec from wind farms. The quantity requested is comprised of 300 MW resulting from projects from the Bas-Saint-Laurent and Gaspésie Îles-de-la-Madeleine regions and 150 MW resulting from projects from across Quebec, connected to Hydro- Québec's main power system. This call for tenders is the result of the adoption by the government of Quebec on November 6 th, 2013 of the Order-in-council (O.C.) No enacting the Regulation respecting a 450 MW block of wind energy, (the Regulation ) and Order-in-council (O.C.) No Concernant les préoccupations économiques, sociales et environnementales indiquées à la Régie de l'énergie à l'égard d'un bloc de 450 MW d'énergie éolienne. This call for tenders is subject to Call for Tenders and Contract Award Procedure and the Code of Ethics on Conducting Calls for Tenders approved by the Régie de l'énergie (the Régie ). They can be consulted at Hydro-Québec Distribution's website at: The call for tenders is open to all interested bidders who meet the requirements described in the call for tenders document. Hydro-Québec Distribution has given the firm Raymond Chabot Grant Thornton & Cie the mandate to assist it in the call for tenders process and act as its Official Representative. Raymond Chabot Grant Thornton & Cie must also advise Hydro-Québec Distribution on the application of the Call for Tender and Contract Award Procedure. Contact information for the Official Representative is found in Section 3.5. Unless otherwise indicated, all of the amounts that appear in the present call for tenders are in Canadian dollars. Chapter 1 deals with needs and requirements, Chapter 2 describes the selection process, and Chapter 3 provides instructions to bidders. December 18 th, 2013 p. 1

6 Call for tenders A/O Product requested and quantities CHAPTER 1 NEEDS AND REQUIREMENTS Through this call for tenders, Hydro-Québec Distribution would like to award contracts for the supply of electricity generated from wind farms built in Quebec. The quantity requested is 450 MW of installed capacity on Hydro-Québec's main power system, and is comprised as follows: MW resulting from projects from the Bas-Saint-Laurent and Gaspésie Îles-dela-Madeleine regions; and MW resulting from projects from across Quebec. The conditions for the delivery of electricity are described in Part IV of the Standard Contract (Appendix 11). 1.2 Term of contracts and commencement of deliveries The term of the contract, which may be twenty (20) years or twenty-five (25) years starting from the commencement of deliveries, is established by the bidder. The wind turbines part of the wind farm must be designed to be operated commercially for a term that is equivalent to the term of the contract. At no time must the useful life of the wind turbines that appears on the certification presented in section of the Bid Form (Appendix 12) be less than the term of the contract. Such certification must be produced by a certification organization accredited in the certification of modern commercial wind turbines such as DEWI-OCC Offshore and Certification Centre GmbH, DNV Certification, Germanischer Lloyd WindEnergie GmbH (GL Wind), TÜV NORD Group, or TÜV SÜD Group. If the certification presented in the bid is not in compliance with the IEC Standard Edition 2 (or any more recent standard), the electricity supply contract will provide for an obligation to present a revised certification that is in compliance with this standard before the notice to proceed upon delivery of the wind turbines is submitted as per milestone event 2 of the Standard Contract. Furthermore, the quantity requested is 450 MW of contractual capacity, which corresponds to the wind turbines total installed capacity, and is divided as follows: 100 MW, by December 1, MW, by December 1, The bidder must specify in Section of the Bid Form the dates he is ready to offer as its guaranteed commencement dates of deliveries. Offering a greater number of allowable dates December 18 th, 2013 p. 2

7 Call for Tenders A/O may increase the likelihood that the bid will be included in the bid combinations that will be assessed at the last step of the selection process. Among the allowable dates offered by the bidder, Hydro-Québec Distribution may choose any of the dates indicated. 1.3 Eligibility requirements Eligibility To be eligible to submit a bid, bidders must register for the call for tenders in accordance with the requirements of Section 3.2. A bid can only pertain to a single wind farm, but a given bidder may submit several bids. In addition, to participate in Hydro-Québec Distribution s call for tenders, the electricity supplier must meet and demonstrate the following requirements, that: The local environment holds a participation representing 50 % or more of the control of the project; and The project is recognized by a resolution adopted to that end by every regional county municipality and by every local municipality where the project takes place. Local environment is defined as having of one or more of the following constituents: A regional county municipality (RCM); A local municipality; An Native community; An inter-municipal board; A cooperative the majority of whose members have their domicile in the administrative region where the project takes place. The expression Native community is defined as one of the following components: - One of the 11 nations recognized by the National Assembly; - A Native community is an Native group recognized as such by one of the 11 nations recognized by the National Assembly and the government of Québec. The following generating facilities or wind farm projects are not eligible for this call for tenders: Those for which they have been retained in whole or in part, following an earlier call for tenders of Hydro-Québec Distribution; Those for which the generation is under contract for part or all of the period covered by this call for tenders; December 18 th, 2013 p. 3

8 Call for Tenders A/O Those for which they share a same delivery point, a same interconnection point or a same switchyard with an existing wind farm which the generation is under contract and that the contractual capacity will not been fulfilled at the start of delivery of the project being submitted; Those for which a connection agreement is signed between the launching of this call for tenders and before the successful bids public announcement; Those for which a request for connection to the system under Hydro-Québec Open Access Transmission Tariff (with the exception of a request for an exploratory study as defined in Section 1.10) has been submitted after the issuance of this call for tenders, such as a request for an impact study, a request for a feasibility study, or any other type of related request including requests regarding the carrying out of a new step in a process that has begun before the launching of this call for tenders; Those for which such a request is currently under way at Hydro-Québec TransÉnergie, unless the bidder waives the priority attributed to it under Hydro- Québec Open Access Transmission Tariff, within 90 days after this call for tenders is launched Origin of generation The electricity must originate from the wind farm specified in the bid that is entirely located in Québec. The wind farm must be connected to Hydro-Québec's integrated system 1 and the generation of which must be separately metered. The wind turbines must not be installed in a restriction zone as defined in Appendix 10. All of the energy generated by the wind farm must be sold to Hydro-Québec Distribution, except for the energy required for the operation of the auxiliary services and electrical losses up to the delivery point. 1 Hydro-Québec's integrated system excludes the Îles-de-la-Madeleine system and the other off-grid networks. December 18 th, 2013 p. 4

9 Call for Tenders A/O Technological maturity A bidder must ensure that the wind farm it is proposing complies with the laws, regulations and standards applicable in Québec, including requirements arising from the Environment Quality Act (RSQ, c. Q-2). The wind turbines proposed by the bidder must have reached a proven level of technological maturity and must be commercially available. In general, wind turbine models are considered technologically mature if they are operated in at least three wind farms that have been delivering electricity, on a commercial basis, to public utilities for at least one year with an adequate level of performance. This requirement is not intended to exclude bids that use wind turbine models which are advanced versions of proven wind turbines. Demonstration projects for new wind energy generation technologies are not admissible. Hydro-Québec Distribution reserves the right to require the bidder to demonstrate that the proposed wind turbine model is proven. Wind turbines from manufacturers with no experience in the manufacturing and marketing of wind turbines in the same power range are not eligible for this call for tenders. Each designated wind turbine manufacturer must demonstrate its experience, in Section of the Bid Form. The requirements regarding the technological maturity criterion are usually evaluated during the bid analysis process. However, for the present call for tenders, Hydro-Québec Distribution agrees to provide a wind turbine manufacturer who so requests a prior notice of qualification regarding the eligibility of the proposed wind turbine technology with respect to the technological maturity criterion. A manufacturer who wishes to obtain such a notice must submit a request in writing to Hydro-Québec Distribution through the Official Representative. A technical file showing that the proposed model is proven can be submitted no later than 90 days before the bid submission date. Hydro-Québec Distribution will then study the file and issue a prior notice of qualification, if applicable. Hydro-Québec Distribution reserves the right to commission an independent expert of its choice in order to establish the manufacturer's technological maturity and experience. 1.4 Wind turbines designed to withstand cold climates The wind turbines of the wind farm must be designed so that they can be installed and operated in a cold climate. The wind turbines and the other wind farm equipments must continue to operate normally at low temperatures, down to 30 C. In this regard, a certification must be produced by a certification organization accredited in the field of modern commercial wind turbines such as DEWI-Offshore and Certification Centre GmbH, DNV Certification, Germanischer Lloyd WindEnergie GmbH (GL Wind), TÜV NORD Group or TÜV SÜD Group. The certification must be in compliance with IEC Edition 2 (or any more recent standard). If such a certification is not provided at bid submission (section of the Bid Form), a firm commitment by the designated wind turbine manufacturer, whereby it will provide such a certification before the notice to December 18 th, 2013 p. 5

10 Call for Tenders A/O proceed upon delivery of the wind turbines is submitted as per milestone event 2 of the Standard Contract, must be included in that same section. It is highly recommended that the bidders assess all the potential risk of extreme weather and icing hazards, in order to carefully evaluate the most appropriate equipments to avoid risks associated with a production shutdown. 1.5 Regional content and Québec content Guaranteed regional content Expenses related to the manufacturing of the wind turbines must be realized in wind turbine component plants loctated in the RCM of La Matanie and the administrative region of Gaspésie Îles-de-la-Madeleine (hereafter designated as the eligible region ) for a minimum amount equivalent to 35 % of the cost of the wind turbines part of the proposed project. The bidder must indicate, in Section 4.3 of its bid, the percentage of regional content that it undertakes to attain within the context of the realisation of the wind farm (guaranteed regional content). A bidder who elects to guarantee the attainment of a regional content exceeding the minimum of 35 % must indicate this in its bid. Hydro-Québec Distribution shall take this into account in Step 2 of the selection process. The rules regarding the determination of regional content are defined in Appendix VI of the Standard Contract Guaranteed Québec content Expenses related to the bidder's wind farm must be made in Québec for an amount equivalent to at least 60 % of the wind farm's total costs. The bidder must indicate, in Section 4.3 of its bid, the percentage of Québec content that it undertakes to attain within the context of the realisation of the wind farm (guaranteed Québec content). A bidder who elects to guarantee the attainment of a Québec content exceeding the minimum of 60 % must indicate this in its bid. Hydro-Québec Distribution shall take this into account in Step 2 of the selection process. As for regional content, the rules regarding the determination of Québec content are defined in Appendix VI of the Standard Contract Designation of the wind turbine manufacturer The bidder must include, in Section of the Bid Form, a statement jointly signed with its wind turbine manufacturer indicating that they have entered into an agreement regarding the manufacture, delivery and price of the wind turbines required for the wind farm. The designated manufacturer must also provide an operational modeling of the proposed wind turbines, as specified in Section 1.9.2, for the wind farm no later than by the date indicated in Section 3.1. December 18 th, 2013 p. 6

11 Call for Tenders A/O The bidder must also identify in Section of the Bid Form the wind turbine components, including the strategic components, which it agrees to have manufactured in plants located in the eligible region or elsewhere in Québec. The bidder must provide a detailed description of said plants, including their location, operations, manpower requirements, manufacturing processes, and plant inputs. The bidder must demonstrate each plant's capacity to deliver on time the number of components required to meet the project's timetable and respect its commitments in terms of guaranteed regional and Quebec contents, including, if applicable, the plant's target export coefficient. These detailed obligations on the bidder's part regarding the attainment of the regional content and Québec content that the bidder is guaranteeing must be included in the electricity supply contracts to be awarded and, if the supplier is not able to demonstrate that the components intended for its wind farm (or for exports) are actually manufactured in these plants, Hydro-Québec Distribution may terminate the contract before the commencement date of deliveries. If a manufacturing facility described in Appendix V of the contracts stemming from previous call for tenders is involved, the bidder must also demonstrate the capacity of this facility to manufacture the wind turbine components needed to carry out the wind farms already under contract in accordance with the previous calls for tenders as well as the wind farms associated with its own bid (including exports if required). In the absence of such a demonstration, the bid will be rejected. In the event that the wind turbine component manufacturing facilities are new (including the expansion of existing facilities), if the manufacturer or one of its subcontractors fails to build manufacturing facilities that conform to those described in its statement, Hydro-Québec Distribution may terminate, before the commencement date of deliveries, any contract for the purchase of electricity signed with a bidder who designated said manufacturer in its bid, subject to all other rights and recourses. Lastly, the designated wind turbine manufacturer can be substituted in the cases and according to the conditions stipulated in Section 24.4 of the Standard Contract Audit and penalties The bidders retained must submit an annual follow-up report to Hydro-Québec Distribution regarding the regional and Québec contents of the wind turbines until the guaranteed regional content and guaranteed Québec content have been attained. Subsequently, a final report confirming the percentage of regional and Québec content that were attained following the construction of the wind farm must be submitted to Hydro- Québec Distribution within eighteen (18) months of the commencement date of deliveries. In the event where an export mark-up is applicable, a second report stating the percentage of regional and Québec contents attained must be submitted to Hydro-Québec Distribution no later than 6 years and 6 months following the commencement date of deliveries. The procedures related to the production of these reports are explained in more detail in Section 18.2 of the Standard Contract. December 18 th, 2013 p. 7

12 Call for Tenders A/O Finally, if the percentage of guaranteed regional content and Québec content is not attained, penalties shall apply in accordance with Section 29.2 of the Standard Contract. 1.6 Dismantlement of the wind farm The retained bidder must undertake to dismantle the wind farm once the electricity supply contract has ended, unless an agreement to the contrary has been signed with Hydro-Québec Distribution whereby the parties agree to postpone such dismantlement. To this end, on the 10th anniversary of the commencement date of deliveries, the bidder must submit security for the dismantlement of its wind farm. The amount of the security must be determined by Hydro-Québec Distribution in the year preceding the submission deadline for said security based on an evaluation made by a firm of experts that Hydro-Québec Distribution will have contracted to assess the net costs of dismantling the wind farm at the end of the contract. Hydro-Québec Distribution shall exercise the dismantlement security if the bidder does not meet its obligation to dismantle the wind farm or if an agreement of the type indicated above is not made. Requirements applicable at the time of dismantlement will be based on the practices described in Section 24.6 of the Standard Contract unless more specific standards and regulations are issued by a competent authority, in which case these standards and regulations must prevail. 1.7 Mandatory pricing formula The price paid for electricity is a single price that includes the energy and capacity components. The bidder must use one of the two pricing formulas presented, with the application rules, in Appendix 5. The price for the electricity offered by the bidder, excluding the cost of the load-balancing services and the complimentary capacity, must not exceed $90.00/MWh in 2014 dollars, indexed annually to the Consumer Price Index (CPI), as per the rule indicated in Appendix 5. An equivalent of this ceiling price is also admissible as indicated in Appendix 5. The starting price offered by the bidder must be expressed in 2014 dollars. A bid with a bid price superior to the maximum price will be rejected. The pricing formula and starting price offered in the bid will be reproduced in the contract to be awarded. The bidder must ensure that the price offered covers all of the costs to be assumed and that the public utilities tax as part of the costs that bidders must bear in the generation of electricity has been included. December 18 th, 2013 p. 8

13 Call for Tenders A/O The bidder increases the competitiveness of its bid and the likelihood of being selected, both at Steps 2 and 3 of the selection process, by offering annual starting prices that are less than the maximum value. Furthermore, the new wind farms involved in this call for tenders may be eligible for the Government of Canada's ecoenergy for Renewable Power Program or any program replacing it, or any similar program which might be available. When establishing the price of electricity being offered, it is difficult for a bidder to know whether it will obtain such a subsidy or not. That is why the bidder must establish the price of electricity being offered without anticipating obtaining a subsidy for which an official contribution agreement is not signed at the time of bid submission. The bidder thus does not have to assume the risk associated with the depletion of funds or refusal of a subsidy. Hence, the price offered for energy must not include the financial incentive provided for under the Government of Canada's ecoenergy for Renewable Power Program or any program replacing it, or any similar program which might be available, i.e. a financial assistance program in the form of subsidies or incentives related to the wind energy generated. However, bidders must take all the necessary measures to benefit from such programs and must report it in their bid. If a bidder retained for this call for tenders obtains the ecoenergy for Renewable Power financial incentive or an incentive from any program replacing it or any similar program, it must hand over to Hydro-Québec Distribution an amount equivalent to 75 % of the financial incentive being received. The residual portion of 25 % of the incentive shall benefit the bidder as compensation for all the cost of obtaining and maintaining the incentive. However, the eventual granting of an incentive is not taken into account in the selection process. The admissible pricing formulas are defined in Appendix 5. In the event of a delay on the bidder's part, indexation is suspended during the period of delay. 1.8 Financial Security In the contracts to be signed, Hydro-Québec Distribution requires that bidders deposit financial security to cover their contractual commitments for the period preceding the commencement of deliveries (Commencement of Deliveries Security) and for the period following the commencement of deliveries (Operating Security). The terms and conditions concerning the amounts and requirements of the financial securities, including the dismantlement security, are detailled in Section 25 of the Standard Contract. December 18 th, 2013 p. 9

14 Call for Tenders A/O Connection to Hydro-Québec's transmission system Technical Standards and requirements for Connection to the power system The wind farm that the bidder is proposing for the delivery of electricity in relation to this call for tenders must respect the Technical Standards and Requirements for Connection to the Power System (Appendix 7). If the wind turbines chosen by the bidder are not sufficient, as a result of their design, to meet these technical standards and requirements, the bidder must, among others things, plan the addition in the switchyard of any dynamic compensation equipment required to meet these standards and requirements. In such a case, the bidder must indicate in its bid the characteristics, parameters and models that define such dynamic compensation equipment. The cost of such equipment is not taken into account by Hydro- Québec TransÉnergie to evaluate the cost of the transforming substation and is not part of the amount reimbursed to the bidder as contribution for the wind farm switchyard in accordance with Section Additional technical requirements for each successful project will also be provided, if necessary, during the facilities study. If the bidder submits a bid that consists of an expansion of a wind farm in operation by using a different manufacturer or by using a technology or a wind turbine model different than the one in operation, it is the bidder s responsibility to make the electrical adjustments required in its switchyard and to plan, if required, the adequate equipments to ensure that the technical connection requirements are fully met, including those at the connection point with the Hydro-Québec transmission system. If the expansion of a wind farm is made by using a different manufacturer, technology or wind turbine model, the voltage regulation system specific to the new wind turbines will have to be fitted with a device which prevents interaction (dynamically) in opposition to the voltage regulation system of the existing wind farm. A mutual compensation system or a droop speed control system for the sharing of reactive power from all turbines of the wind farm are two possible examples of devices Requirements for the studies to be carried out by Hydro-Québec TransÉnergie Once the bids are received, the studies for estimating the cost of the system connection and reinforcement, as well as the applicable electrical loss rate, shall be conducted during Step 2 of the selection process by Hydro-Québec TransÉnergie at Hydro-Québec Distribution's request. The way the various connection costs components are calculated and taken into account in the bid analysis process is described in Section 2.5. The information required for these studies is found in Section 3 of the Bid Form. These studies require the analysis of the system's dynamic behaviour, which requires necessarily the modeling of the electrical behaviour of the wind farm proposed by the bidder. Given the lead times required by such studies and to avoid delaying the contract award, Hydro-Québec TransÉnergie must first become familiarized with the modeling of the various wind energy technologies being proposed. Consequently, potential bidders must ensure that December 18 th, 2013 p. 10

15 Call for Tenders A/O their wind turbine manufacturer is registered for the call for tenders and that the modeling of the electrical behaviour of the wind energy technologies is sent to the Official Representative by the date indicated in Section 3.1, at the latest. To that effect, the required information is specified in Section of the Bid Form. Bidders are ultimately responsible for providing the modeling of the electrical behaviour of each wind energy technology being proposed, along with the models and parameters of the compensation equipment, if applicable, in the Windows 32-bit version 32 PSS/E software format by Siemens PTI that Hydro-Québec TransÉnergie uses for its dynamic behaviour studies. For bidders whose bids are succesful, it will also be required to provide the models and parameters of the proposed wind turbines in the format of the EMTP software. For bidders whose bids are succesful and are to be connected in a region where the series compensation is present on the integrated grid (as in the Gaspesia region), the wind turbine manufacturer and the manufacturer of the additional compensation equipment shall describe the sensitivity of their products to the sub-synchronous frequencies and indicate, if required, the critical frequencies and describe the mitigation measures Work on Hydro-Québec TransÉnergie's system If a bidder is retained to execute a contract, it must sign a Facilities Study Agreement as well as a Connection Agreement with Hydro-Québec TransÉnergie to have the work carried out, in accordance with the rates and conditions of Hydro-Québec Open Access Transmission Tariff. Samples of these agreements are available at Hydro-Québec TransÉnergie's website at: The connection and system reinforcement work on the transmission and distribution systems is executed by Hydro-Québec TransÉnergie. The associated costs are borne by Hydro-Québec TransÉnergie, up to the maximum amount specified in Hydro-Québec Open Access Transmission Tariff. Accordingly, these costs are not to be taken into account when determining the price of electricity offered by the bidder. However, before the start of the Facilities study and then the work on the system, Hydro-Québec TransÉnergie requires that the bidder deposit security covering the reimbursement of such costs in the event that the project to be connected does not materialize as per the timetable or is abandoned by the bidder or the supplier on the site indicated in the successful bid. The amount of such security, of which Hydro-Québec TransÉnergie is the beneficiary, are equal to the cost of the studies and the works required to integrate the project to Hydro-Québec' system. These securities are in addition to the security mentioned in Section Wind Farm Switchyard For the purposes of this call for tenders, the switchyard of a wind farm must consist of the following two elements: December 18 th, 2013 p. 11

16 Call for Tenders A/O the equipment that connects all the wind turbines to the substation, comprising the low-voltage (LV) or medium-voltage (MV) transformers, typically an approximately 600 V/MV transformer specific to each wind turbine (hereinafter called the collector system ). A substation that as the case may be, is one of the two following possibilities: a switching substation, without voltage transformation, made up of the equipment required for the medium-voltage (MV) connection of the wind farm to Hydro-Québec's system, including the related medium-voltage (MV) switching equipment (hereinafter called the switching substation ); a transforming substation made up of the equipment required for the highvoltage (HV) transformation and connection of the wind farm to Hydro- Québec's system, including the related medium-voltage (MV) switching equipment (hereinafter called the transforming substation ); The bidder must provide the following three simplified single-line diagrams, including compensation equipment that may be required to meet Hydro-Québec's technical standards and requirements, as stipulated in Section 1.9.1: the collector system, including the first LV/MV transformation level; the transforming substation, including the second MV/HV transformation level (to analyze a connection to the transmission system); the switching substation, including the level without any transformation (to analyze a connection to the distribution system). The connection voltage level, either medium-voltage (MV) or high-voltage (HV), is determined by Hydro-Québec TransÉnergie after the bids have been submitted. For projects selected, Hydro-Québec TransÉnergie will conduct a Facilities study and the connection voltage level could be modified for technical and economic considerations. The bidder must also provide, in Section of the Bid Form, an estimate of the cost of the studies and construction work of the collector system from and including the wind turbine transformers (LV/MV) to the point where the collector system's conductors are connected to the insulators of the substation's terminal structure. The estimate must be made in 2014 dollars and must not include the cost of the substation s equipment. For bid assessment purposes, the cost for the wind farm switchyard is obtained as follows: the cost of the substation is evaluated by Hydro-Québec TransÉnergie and then the lesser of the two following amounts is added to said cost: The estimate presented by the bidder for the collector system, including the allowance of 15% to cover maintenance and operating costs, indexed to the CPI following the rules defined in Appendix 5; December 18 th, 2013 p. 12

17 Call for Tenders A/O The maximum amount obtained by multiplying the maximum contribution as indicated in Table for the collector system by the installed capacity of the wind farm. To determine the cost of the substation, Hydro-Québec TransÉnergie uses a standard configuration of an outdoor substation as described in Section of the Bid Form. If the bidder has special requirements differing from this description, these must be specified in Section of the Bid Form. Hydro-Québec TransÉnergie shall take them into account in evaluating the cost for bid assessment purposes. If the bidder fails to indicate such requirements, Hydro-Québec TransÉnergie shall not take them into account, even if the equipment is shown on the substation single-line diagram. The bidder shall be responsible for the construction, maintenance and operation of the wind farm switchyard, including the LV, MV and HV sections of the switchyard up to the connection point(s) stipulated in the Connection Agreement. The metering equipment used to record the quantity of energy for invoicing purposes shall be provided, installed and maintained at Hydro-Québec TransÉnergie s expense, except for the actual meter, which shall be at the bidder's expense. The cost of telecommunications equipment and links required by Hydro-Québec TransÉnergie for the operation of the electrical system shall be part of the costs assumed by Hydro-Québec TransÉnergie. Therefore, they do not need to be taken into account by the bidder. The actual cost of the studies and construction work of the wind farm's switchyard, to which an allowance of 15 % is added to cover maintenance and operating costs, shall be reimbursed to the bidder, under the following conditions: the amount reimbursed for the substation, including the allowance of 15 %, cannot exceed a maximum amount established based on the connection voltage level to the system and the installed capacity of the wind farm, the applicable maximums being defined as per Table the amount reimbursed for the collector system cannot exceed the lesser of the two following ceilings: o the estimated value presented in the bid for the collector system, including the allowance of 15 %, indexed to the CPI, in accordance to the rules defined in Appendix 5; o the maximum amount obtained by multiplying the maximum contribution as indicated in Table for the collector system by the installed capacity of the wind farm, applicable to the actual cost of the studies and construction work of the collector system, to which the allowance of 15 % is added. December 18 th, 2013 p. 13

18 Call for Tenders A/O The reimbursement procedure for a switchyard owned by an independent power producer and the guide for submitting a claim are available at Hydro-Québec TransÉnergie s website by clicking on Convention et entente type pour les centrale privées at: Hence, the bidder does not have to take into account the switchyard costs in pricing the electricity offered to Hydro-Québec Distribution, except for the portion of such costs which exceed the maximum applicable amounts under in Table 1.9.4, since the bidder is responsible for these costs. TABLE Hydro-Québec's maximum contribution for the cost of the switchyard NOMINAL SYSTEM CONNECTION VOLTAGE LESS THAN 250 MW (COLUMN 1) 250 MW AND MORE (COLUMN 2) Less than 44 kv $52/kW $35/kW Between 44 and 120 kv $84/kW $55/kW More than 120 kv $145/kW $95/kW In the case of a wind farm, a separate maximum contribution additional to the one indicated above which is limited to the substation, is applicable to the collector system up to the following maximum amounts: $185/kW for wind farms that are not Hydro-Québec property, whatever the voltage level at the connection point and the capacity range of the Wind Farm. This additional amount will be added to the first amount shown in column (1) or column (2) as appropriate, to establish the maximum contribution of Hydro-Québec TransÉnergie. If several wind farms use the same substation and the same delivery point, then Hydro-Québec's maximum contribution to the substation is subject to the column (2) if the wind farms cumulative power is 250 MW or more. Table is reproduced based on the table found in Section B, Attachment J of Hydro- Québec Open Access Transmission Tariff as of the call for tenders issue date. The bidder must set the price offered for electricity based on these anticipated contribution levels. The contribution levels set in the Hydro-Québec Open Access Transmission Tariff are expected to change over the years. Regardless of such changes, the switchyard reimbursement terms stipulated in Section 17.2 of the Standard Contract cause Hydro-Québec's net maximum contribution levels to correspond to the values in Table If, after submitting its bid, a bidder modifies the type or the configuration of the switchyard or adds specific requirements that were not specified in its answer to Section 3.7 of the Bid Form, said bidder must bear the additional costs resulting from these modifications. December 18 th, 2013 p. 14

19 Call for Tenders A/O Exploratory study Introduction As a wind farm's electricity transmission costs can have a significant impact on the total cost of the electricity offered and, as a result, on a project's competitiveness in relation to competing projects, potential bidders have the option of requesting that Hydro-Québec TransÉnergie conducts an exploratory study for the connection of the wind farm in order to obtain an indication of the connection scenario and costs. This additional step is intended to avoid having significant costs incurred in the preparation of a bid where the electricity transmission costs would be prohibitive and not make the bid very competitive. An exploratory study provides a parametric estimate of the costs related to a possible integration scenario for the project involved in the request. In addition, the implementation delays of the scenario are analyzed therein. The study is based on the information and base assumptions available at the time the study is carried out. The exploratory study shows, for instance and in a preliminary way, whether it is preferable to connect the wind farm to the electrical distribution system or transmission system. Since the aim of the study is solely to provide a brief estimate of the costs and lead times involved in carrying out an integration scenario at the request of the potential bidder, it should never be interpreted as a final integration solution. Additional studies have to be done at the time of the bid assessment and, if applicable, more in-depth studies will be done after the Facilities Study Agreement has been signed in view of an integration of the wind farm to the system. The connection voltage level and the interconnection point could, among others things, be changed. December 18 th, 2013 p. 15

20 Call for Tenders A/O Procedure for requesting an exploratory study This is an optional step for the bidder, meaning that a bid can be submitted even if the bidder has not exercised the option of obtaining an exploratory study for its project. The bid can also deal with a project other than the one for which an exploratory study was done. To request an exploratory story, the potential bidder must make a request via the Official Representative using the Exploratory Study Request Form (Appendix 6) and cover costs at a unit rate of $5,000 (plus applicable taxes) per project and additional variant, payable by certified cheque or bank draft to Hydro-Québec. The Exploratory Study Request Form must be filled out and signed and all of the required documents must be included. Requests must be submitted by the date indicated in Section 3.1, at the latest. Any request, referred to in this call for tenders, received after that date shall be rejected. It takes about six weeks to complete an exploratory study, starting from the date on which all of the required information has been provided to Hydro-Québec TransÉnergie's satisfaction. The type of information to be provided by the potential bidder and the type of results sent back by Hydro-Québec TransÉnergie to the bidder are described in more detail in the Exploratory Study Request Form Zones with high integration costs Based on the siting, the size of the project and the dynamic behaviour of the proposed wind turbines, the wind farm integration costs in some zones may be substantial in relation to the price of the energy being offered. This is the case, for instance, for the transmission and distribution system east of Rivière-du- Loup substation. In this case, it may be possible to reduce system integration or reinforcement costs through the curtailment of off-peak wind energy generation as indicated in Section 2.5. For information purposes, Figure presents parametrics costs for the reinforcement of the transmission grid required by the integration of the generation on the transmission and distribution grids east of the Rivière-du-Loup substation (costs for the local interconnection must be considered separately). Furthermore, curtailment cannot be used as a mean of decreasing integration costs in all the zones. Such a situation is found, for instance, east of the Sept-Iles substation, where the integration capacity is related more to the current generation than local consumption. In all cases, potential bidders are strongly invited to ask Hydro-Québec TransÉnergie to conduct an exploratory study before any specific study or procedure is conducted. Figure December 18 th, 2013 p. 16

21 Call for Tenders A/O December 18 th, 2013 p. 17

22 Call for Tenders A/O Other conditions Terms of reference for the siting of wind farms on farmland and in woodlands Hydro-Québec has set up rules of conduct and tools to provide a framework for its activities in communities hosting its projects. With this in mind, in 1986, Hydro-Québec and the Union des producteurs agricoles (UPA) ratified the Agreement on the Siting of Power Transmission Lines on Farms and in Woodlands, which defines specific rules regarding the siting of power transmission facilities on farms as well as the compensation measures that apply for such projects. The principles and methods advocated in the agreement are now recognized by the community, and other companies are using them as a basis for their own projects. Using the principles contained in the agreement as a basis, and following discussions with the UPA, Hydro-Québec drew up the Terms of Reference for the Siting of Wind Farms on Farmland and in Woodlands (the Terms of Reference ). Hydro-Québec Distribution is urging bidders to apply the Terms of Reference for the part of their wind farm located on private land. The Terms of Reference provide a framework for the negotiation of options and surface rights and proposes operating guidelines, methods and measures to agricultural stakeholders and wind farm developers regarding: The siting of wind farm facilities; The mitigation of impacts related to construction and dismantlement; The mitigation of impacts related to operation and maintenance; The compensation for landowners. The Terms of Reference are found in Appendix 9. If a wind farm is entirely located on public land, then the Terms of Reference do not apply Environmental attributes Hydro-Québec Distribution shall have sole ownership of all environmental attributes potentially associated with the wind farm and its electricity generation. For the purposes of this call for tenders, environmental attributes shall include all existing or future rights, in particular regarding permits, credits, certificates, units or other titles which may have been created, obtained or recognized with respect to the following: (i) Emission reductions or avoided emissions in greenhouse gas or other pollutants arising from the actual or presumed change in generation means resulting from the wind farm's commissioning; December 18 th, 2013 p. 18

23 Call for Tenders A/O (ii) Attributes or characteristics of renewable sources of energy supply for purposes of sale, exchange, labelling, certification, advertising or other. The bidder undertakes to take all the necessary steps identified by Hydro-Québec Distribution and file all the necessary documents with the competent authorities to obtain and keep the rights under this section in force. Hydro-Québec Distribution must reimburse the bidder for the costs incurred to do so. If, under applicable laws, the rights under this section are issued in the bidder's name, the latter agrees to assign and transfer them, at no charge, to Hydro-Québec in order to give effect hereto. Lastly, if the bidder wishes to purchase the environmental attributes that are devolved to Hydro-Québec Distribution, it must indicate in Section of the Bid Form the proposed price to keep the attributes. The amount thus proposed is separate from the price of the electricity being offered and does not modify the pricing formula. The conditions relating to the environmental attributes are presented in Section 24.2 of the Standard contract. December 18 th, 2013 p. 19

24 Call for Tenders A/O CHAPTER 2 SELECTION PROCESS 2.1 Introduction In assessing the bids received, Hydro-Québec Distribution must follow the selection process described in the Call for Tenders and Contract Award Procedure approved by the Régie. This selection process is shown as a diagram in Appendix 3 and is comprised of the three following steps: Step 1: Step 2: Step 3: Evaluation of bids as per the minimum requirements Ranking of bids Simulation of bid combinations These three steps are described in more detail in the following sections. Hydro-Québec Distribution reserves the right to request the opinion of an independent expert of its choice to determine if the bidder meets all of the conditions in the steps described herewith. Regardless of the expert s evaluation and the number of points granted, the commitments indicated by the bidder in its bid will be included in the electricity supply contract to be awarded. 2.2 Evaluation of bids as per the minimum requirements (Step 1) In addition to having to meet the requirements indicated in Chapter 1, each bid is evaluated to determine if it meets each of the minimum requirements described below. A bid that does not meet all of these minimum requirements shall not be retained for Step Siting and site control The bidder must have identified a site for the project being proposed. The site must be located in Québec and must be capable of being connected to Hydro-Québec's integrated system. For the purposes of assessing the information provided in Section 3.2 of the Bid Form, the site is defined as all the land required for the realization of the project, meaning the land on which will be located the wind farm infrastructures, including among others the wind turbines, collector system, private access roads, substation, service buildings and meteorological mast. The bidder must have obtained the rights or undertaken the necessary steps to secure the rights to the land that makes up the project site. The supporting documents required for these procedures vary based on the tenure of the land required for the wind farm. December 18 th, 2013 p. 20

25 Call for Tenders A/O When the wind farm project is located in part or in whole on private land, the bidder must have signed valid letters of intent or option agreements for at least 60 % of the units of assessment on which the wind farm infrastructures are to be located. The units of assessment are used for purposes of municipal taxation. Each unit of assessment is designated by a registration number appearing on the property tax statement. When the wind farm is located in part or in whole on provincial public land under the administration of the Ministère des Ressources naturelles (MRN) or any other government ministry, the bidder must submit a letter of intent, or an equivalent agreement, signed by an authorized representative from the ministry in question for the awarding of land rights on the public land that the bidder intends to use for the wind farm project. In the case of the MRN, the awarding is done as stated in Section II of the Program to allocate public land for wind farm construction. A link to this program is available on the Hydro-Québec Distribution website indicated in the introduction of the present document. In the event that the administration of the land has been given over to an RCM (for example, such as for intramunicipal public land), the letter of intent or equivalent agreement must be obtained from the latter. If the wind farm project is located in whole or in part on federal public land, the project must respect the applicable law and the the bidder must submit a letter of intent, or an equivalent agreement, signed by an authorized representative for the awarding of land rights on the public land that the bidder intends to use for the wind farm project. Lastly, in the event that the wind farm project is located in whole or in part on municipal land, such as road rights-of-way or public roads, the bidder must submit a resolution from the municipality or an equivalent agreement for the awarding of the required land rights. In all instances where government (i.e. federal, provincial or municipal) consent is needed, it must deal with all of the land needed for the wind farm project. If the ministry issues letters of intent to more than one interested party for a given site, Hydro-Québec Distribution shall ensure to consider only one bid for a given site as part of each bid combination that will be created in Step 3 of the selection process Price of electricity As mentioned in Section 1.7, the price for the electricity offered by the bidder, excluding the cost of balancing and complimentary power service, must not exceed $90.00/MWh in 2014 dollars, indexed annually at 100 % to the Consumer Price Index (CPI), as per the rule indicated in Appendix 5. A bid-year with a price greater than the maximum price will be rejected. The bidder increases the competitiveness of its bid and the likelihood of being selected, both at Steps 2 and 3 of the selection process, by offering annual starting prices that are less than the maximum value. December 18 th, 2013 p. 21

26 Call for Tenders A/O Interest in the control of the project For the total quantity of 450 MW, the participation to the present call for tenders is reserved to bidders who demonstrate that: The local environment has a participation in the control of the project representing 50% or more; and The project is recognized by a resolution of the RCM and by the local municipality where the project is located. For the purpose of this section, Local environment is as defined in Section The obligations regarding the control of the project are defined in Section 24.7 of the Standard Contract. The procedure for determining the level of interest in the control of the project is described in Section The evaluation of the bids is based on information provided by the bidder in Section 5.1 of the Bid Form. Note that the bidder is not required to formally set up its partnership before bid submission. However, the bidder must include, in section 5.1 of the Bid Form, the partnership agreement that has been reached as well as a resolution from each of the constituents confirming its partnership for the construction and operation of the project being proposed and its agreement to set up a entity in accordance with the requirements of the bid if the latter is retained Firm amounts paid to the local municipalities, RCM and Native communities (excluding the estimated profits in the event of an interest in the equity of the wind farm) All successful projects will have to pay to the local municipality or RCM or the Native community, the annual sum of $ 5,000 per MW installed in the territory of the local municipality, the RCM or the Native community. To this end, bidders must provide in section of the Bid Form a copy of the signed agreements the municipality, regional county municipality or the Native community Bidder's experience The bidder or its affiliates must have experience in the development or operation of at least one similar commercial electricity generation project. For the purposes of this evaluation, the achievements of the key personnel of the bidder and of its partners are taken into account. The evaluation is based on the information provided by the bidder. The minimum requirement regarding the bidder's experience may also be met provided that the wind turbine supply agreement between the bidder and its designated wind turbine December 18 th, 2013 p. 22

27 Call for Tenders A/O manufacturer includes the commercial commissioning, maintenance and operation of the wind turbines for at least the first five years of the electricity supply contract, i.e. starting on the commencement date of deliveries. In such case, the bidder must include a signed copy of the agreement in Section of the Bid Form Technological maturity The wind turbines proposed by the bidder must meet the requirements of Section Time required for the connection and integration of the generation facilities As indicated in Section of the Bid Form, it is the bidder's responsibility to set the time required from the initial energizing of the substation to the guaranteed commencement dates of deliveries that the bidder is proposing. It must be possible to complete all the work necessary for a firm connection and integrate the generation equipment proposed by the bidder to Hydro-Québec's integrated system in time to meet the date requested by the bidder for the initial energizing of the substation. Hydro-Québec Distribution will determine, based on an evaluation prepared, at its request, by Hydro-Québec TransÉnergie, which of among the guaranteed commencement dates of deliveries offered by the bidder, meet this requirement. This assessment must be conducted separately for each guaranteed commencement date of deliveries offered by the bidder, so that in a given bid for example, the latest years may meet this requirement while the earlier years may not Wind turbines designed to withstand cold climates and designation of the wind turbine manufacturer Certification attesting that the wind turbines are designed to be installed and operated in cold temperatures must be provided in Section of the Bid Form in accordance with the requirements of Section 1.4. The requirements regarding the designated wind turbine manufacturer found in Section must also be met Guaranteed regional content of the wind farm The regional content guaranteed by the bidder for the cost of the wind turbines in the wind farm must be at least 35 %, as per the rules defined in Section The rules and procedures for the determination of the regional content are defined in Appendix VI of the Standard Contract Guaranteed Québec content of the wind farm The Québec content guaranteed by the bidder for the implementation of the wind farm must be at least 60 % of the wind farm's total costs, as per the rules defined in Section The rules and procedures for the determination of the Québec content are defined in Appendix VI of the Standard Contract. December 18 th, 2013 p. 23

28 Call for Tenders A/O Wind Measurements and Forecast Generation The bidder must have wind measurements that originate from wind measurement instruments installed at the wind farm offered in the bid obtained over a period of at least eight months, including the months of December, January, February and March. The wind conditions must be evaluated using an appropriate number of meteorological masts according to the terrain complexity and the surface area of the site. The masts must be equipped with anemometers and wind vanes operating simultaneously in order to extrapolate meteorological data with a high confidence level up to the turbine hub height. For each meteorological mast, the wind measurements must be recorded at more than one level. For bids using wind turbines with hub heights of less than 90 metres, wind measurements at the highest point of each meteorological mast must be taken at a height that is greater than or equal to 50 % of the height of the hub. In the case of wind turbines with hub heights greater than or equal to 90 metres, wind measurements at the highest point of each meteorological mast must be taken at a height of at least 45 metres. Using a sole meteorological mast is acceptable only for a project with an installed capacity of less than 25 MW. For a project between 25 and 75 MW, a minimum of two (2) meteorological masts are required. For a project of more than 75 MW, a minimum of three (3) meteorological masts are required. The meteorological masts must be installed at a maximum distance of 2 kilometres from the wind farm. The total data recovery rate for the site must be at least 75 % during the mandatory eight months measurement period at the site. For any given meteorological mast, the recovery rate is defined as the average of the recovery rates calculated for each measured parameter (wind speed and direction) at each level. For a given parameter, the recovery rate is calculated by obtaining the ratio of the number of valid observations measured by the appropriate instrument over the total number of potential observations over the affected period. The total data recovery rate is the average of the recovery rates of each meteorological mast over at least eight months, including the months of December, January, February and March. For purposes of establishing the total data recovery rate, the reconstitution of missing data from a calibrated instrument based on data from another instrument (calibrated or uncalibrated) is acceptable provided that a correlation coefficient equal to or greater than 0.95 is established between the two wind measurement instruments. The instruments used for the reconstitution must be located at a height of at least 30 metres. In addition, the bidder must submit in section 3.6 of the Bid Form an expert's report corroborating the validity of the results obtained, including the estimated electricity generation of the wind farm expressed as average net energy generated over the long term on a monthly and annual basis (P 50 ) along with the annual net energy generated over long term at level 90 % (P90). This report must specify among others, the method chosen, the correlation model used, and the level of uncertainty regarding the estimated wind resources, and confirm that the above requirements have been met. The report must be signed by an expert with at least five years pertinent experience in the assessment of wind energy potential December 18 th, 2013 p. 24

29 Call for Tenders A/O and expected electricity generation or by an engineer who is a member of the Ordre des Ingénieurs du Québec. A bidder must show that it has used one of the following software programs in evaluating the potential of its wind farm: MS-Micro (Zephyr North Ltd./Environment Canada); WAsP (Risoe National Laboratory); Site Wind (AWS Truewind); Meteodyn WT (Meteodyn); WindLogics (WindLogics); Applications with CFD model and et Phoenics 3.4 (DEWI) software; OpenWind Enterprise (AWS Truepower). For the micro siting and evaluation of the forecasted generation of its wind farm, a bidder must demonstrate that it has used one of the following software programs: WindPro (Energy & Environmental Data) with WAsP module; GH Wind Farmer (Garrad Hassan) with WAsP module; WindFarm (ReSoft); WAsP (Risoe National Laboratory); Site Wind (AWS Truewind); WindLogics (Windlogics); OpenWind Enterprise (AWS Truepower). During the selection process, Hydro-Québec Distribution reserves the right to require additional clarifications. Failure to provide the information within the allotted time shall result in the bid being rejected. Thus, in addition to the information required in Section 3.6 of the Bid Form, Hydro-Québec Distribution may require that the bidder submit, within five days, the detailed studies that were used to prepare the information requested in the abovementioned section, including: The detailed wind study: description of measurement campaign, installation specifications and characteristics of measurement instruments, all of the meteorological data gathered on site, the reference data, including the analyses of variances and correlations with the data available over the long term and, when justified, the description of historical corrections applied to on-site measurements and the quality assurance program, including certification of measurement instrument calibration; The detailed study of the methodology used to evaluate the wind energy potential and forecast generation: a description of the detailed method used, name of specialized December 18 th, 2013 p. 25

30 Call for Tenders A/O software used, all of the parameters used for modeling based on the characteristics of the proposed site, including topography, elevation, temperature, vegetation cover, and obstacles; The hypotheses and corrective methods applied when the model's limits have been reached, such as when complex topography is present; The hypotheses regarding losses such as those resulting from the wake, blade soiling, rime/freezing rain and other specific environmental constraints as well as turbine availability and anticipated electrical losses; The estimated wind farm self-consumption, including turbine auxiliary services; All data, parameters and results in digitized and hard copy form. In addition, Hydro-Québec Distribution may request the opinion of an independent expert regarding the data, methods, studies and results submitted, or have the expert prepare his own report based on the data supplied by the bidder. If there are any major discrepancies between the reports supplied by the bidder, the expert's report and the report produced by Hydro-Québec Distribution's independent expert, the bid may be rejected. Use of a SODAR or LIDAR device For a project between 25 and 75 MW, the use of a sole meteorological mast is allowed if an on-site SODAR or LIDAR measurement campaign is identified in the offer. For a projet of more than 75 MW, the use of only two (2) meteorological masts is allowed if an on-site SODAR or LIDAR measurement campaign is identified in the bid. However, the SODAR or LIDAR measurement campaign must include two (2) periods of concomitant wind measurements made on both the meteorological tower and the SODAR/ LIDAR: a first validation period during which the wind measurement SODAR/ LIDAR must be made near the meteorological tower (the distance separating the tower of the SODAR/LIDAR should not exceed 150 m); and, a second period during which measurement of wind SODAR/LIDAR while the SODAR/LIDAR is located on the site described in the bid. The global rates of data recovery for each of these two (2) periods have to be at least 75%. The duration of the periods of SODAR/LIDAR wind measurement must conform to the practices generally recognized by firms specialized in this field. As required above, the validity of the results obtained must be approved and signed by an expert with at least five years of pertinent experience in the assessment of wind energy potential and expected electricity generation or by an engineer who is a member of the Ordre des Ingénieurs du Québec. December 18 th, 2013 p. 26

31 Call for Tenders A/O Ranking of bids (Step 2) Bids that have met the minimum requirements of Step 1 are evaluated individually in relation to a set of seven (7) criteria. The criteria that are applicable are shown in Table along with the associated weightings. TABLE EVALUATION CRITERIA Criteria Weighting Cost of electricity 35 Regional content beyond the 35 % minimum requirements 15 Quebec content beyond the 60 % minimum requirements 10 Manufacturing of strategic components in Québec 23 Financial strength 6 Project feasibility 8 Relevant experience 3 Total 100 Following this evaluation, bids are ranked according to the number of points obtained. Only the bids with the top points in Step 2 will be retained for the next step of the selection process. The evaluation criteria are described below. The weighting of the subcriteria associated with the non-price criteria is presented in Table A.8.1 of Appendix 8. December 18 th, 2013 p. 27

32 Call for Tenders A/O Cost of Electricity For the purposes of Step 2, the cost of electricity takes into account the following elements: Price of energy offered by the bidder, indexed at CPI; Transmission costs estimated by Hydro-Québec TransÉnergie as per the methodology described in Section 2.5. The yearly cash flows of the aggregate of these costs over the entire term of the contract are levelized in 2014 dollars and are then expressed as a unit cost of electricity ($/MWh) using the lesser of the following three (3) amounts: Contract energy (annual guaranteed energy) indicated in section of the Bid Form; Average net long-term forecast energy on an annual basis (P 50 ) as established in the expert s report submitted in Section 3.6 of same Formula; Average net long-term forecast energy on an annual basis (P 50 ) as established in the second-opinion report obtained by Hydro-Québec Distribution, if applicable. The number of points attributed to a bid is established by comparing its price with that of the other bids. The bid which comprises the lowest price is attributed the maximum points for this criterion. The bid that comprises the highest price gets five (5) points. All other bids are attributed points based on the linear function between the two extremes Regional content beyond the minimum requirements The guaranteed regional content that the bidder is undertaking to meet is taken into account in the evaluation of this criterion. The bidder s commitment with respect to the guaranteed regional content will be included in the electricity supply contract. Points are awarded based on the difference between this guaranteed regional content and the minimum required regional content, i.e. 35 %. The number of points granted is established according to the following formula: Evaluation of bid = (Guaranteed regional content - 35 %) 15 points 65 % Québec content beyond the minimum requirements The guaranteed Québec content that the bidder is undertaking to meet is taken into account in the evaluation of this criterion. The bidder s commitment with respect to the guaranteed Québec content will be included in the electricity supply contract. Points are awarded based on the difference between said guaranteed Québec content and the minimum Québec content that is required, i.e. 60 %. December 18 th, 2013 p. 28

33 Call for Tenders A/O The number of points granted is established according to the following formula: Evaluation of bid = (Guaranteed regional content - 60 %) 10 points 40 % Manufacturing of strategic components in Quebec The bidder shall identify in section of its bid the strategic components that the designated wind turbine manufacturer undertakes to manufacture in plants located in the eligible region or elsewhere in Quebec. The points allocated to each of the strategic components are presented below. Strategic component Description Number of points awarded Electronic converter The electronic converter synchronizes electricity generated by a wind turbine, by adjusting the frequency of the current produced by the wind turbine to the grid to which it is connected (60 hertz in Quebec), while allowing the wind turbine s rotor to turn at variable speed depending on the wind. 4 The electronic converter of a wind turbine is made up of the following subcomponents: metal casing, reactors, line filters, air-core reactors, electronic control panel, command and control unit, software subcomponents, engineering subcomponents, other electrical subcomponents. Generator Control system The generator is a rotating machine, synchronous or asynchronous, which converts the kinetic energy of the rotor (the rotational movement of the blades) into electrical energy. The control system is a supervision and control system that enables to: - orient the wind turbine rotor perpendicular to the wind direction so as to pick the maximum drive force; - modify the angle of incidence of the blades relative to the wind to maximize the recovery of energy. The control system is composed of a number of sensors, a number of actuators, and a system 3 2 December 18 th, 2013 p. 29

34 Call for Tenders A/O Braking system Gearbox Rotor s hub Nacelle orientation system Pitch system comprising hardware and software that processes input signals from the sensors and generates output signals for the actuators. The system continuously monitors the state of the machine and that of its environment. Thus, the wind turbine can be stopped automatically and very quickly if necessary. Wind turbines safe operation is ensured continuously. The braking system serves to immobilize the rotor of the wind turbine when the wind speed is too high, in case of emergency or during maintenance work. This system avoids the destruction of a machine when the wind reaches a certain speed. The braking can be done in several ways: by means of a brake; by changing the orientation of the helix (composed of blades): the helix is arranged parallel to the wind (feather setting); by changing the blade pitch in order to obtain a zero torque. The mechanical component inside a wind turbine nacelle that consists of numerous geared wheels multiplying the rotations transmitted by the main shaft. The hub is the connecting point between the blades and the main shaft of the machine. The nacelle orientation system is a motor that ensures that the wind turbine is always placed upwind. It is controlled by the control system. The system used to vary the pitch angle of the blades to increase the fraction of the energy captured when winds are weak or to let the surplus wind so as not to exceed the rated capacity of the wind turbine when winds are strong The designated wind turbine manufacturer s commitment regarding the manufacturing of strategic components in Quebec will be included in the electricity supply contract. December 18 th, 2013 p. 30

35 Call for Tenders A/O Financial capability The financial capability of the project proposed by the bidder is assessed based on the elements described below. The breakdown of points for the various elements is presented in Appendix Financial strength The bidder s financial strength is established on the basis of the credit rating determined by the credit agencies identified in Appendix 4. If applicable, Hydro-Québec Distribution also takes into account the credit ratings of the bidder s affiliates if the latter agree to be liable for the bidder s obligations in relation to any subsequent contract. In such a case, the bidder must clearly identify in Section of the Bid Form the name of the affiliated company and provide an official commitment on its part guaranteeing the bidder s obligations. Financial strength is assessed based on the following: Bidder s credit rating; or Credit rating of an affiliate acting as guarantor. A bidder without a credit rating may ask Hydro-Québec Distribution for an evaluation of its credit or that of an affiliated company or parent company designated by it if the latter agrees to guarantee the bidder s obligations. This summary evaluation shall be prepared by a specialized agency contracted for this purpose by Hydro-Québec Distribution. The results shall be taken into consideration in the same way as a credit rating to determine the number of points of the bidder under this criterion. A bidder wishing to obtain a credit evaluation should request it in its bid and pay a taxinclusive, non-refundable amount of $17,500. The bidder must also send along with its bid the financial information listed in Section 5.3 of the Bid Form. The results of the credit evaluation are the property of Hydro-Québec Distribution, remain confidential and are revealed neither to the bidder nor to any third parties. This credit evaluation is only used for Step 2 of the bid assessment process. It cannot be used to reduce the amount of financial security to be deposited should a contract be awarded. The breakdown of points based on the bidder s credit rating is presented in Table A-8.2 of Appendix 8. A bidder that has no credit rating will not receive any points for financial strength if it has not requested a credit evaluation from Hydro-Québec Distribution. When there is more than one partner in a joint venture, Hydro-Québec Distribution will assess the financial strength of each partner and will weigh it based on each partner s interest in the joint venture. If one of the partners has no credit rating and has not had its credit rating assessed as per Section of the Bid Form, it will not be attributed any points in this assessment. December 18 th, 2013 p. 31

36 Call for Tenders A/O Financing plan To demonstrate its capability to carry out the project from a financial standpoint, the bidder must describe, in Section of the Bid Form, each partner s control structure, and the financial structure, source of equity and the debt financing plan, including a detailed account of the origin of all the projected sources of financing. When reading the bid, Hydro-Québec Distribution must be able to visualize and anticipate the composition of the financing structure, the progress of the financing efforts, and the financing project s capacity to be carried out within the required timeframe required to meet the earliest of the proposed guaranteed commencement dates of delivery, along with any other financing efforts, including deposit or financial security and requests for government funding, if applicable. In the allocation of points, the performance of the bidder and its affiliates with regards to contracts previously entered into with Hydro-Québec Distribution will also be taken into account. To back its financing plan, the bidder must submit the following documents for each partner, as well as any documents or supporting documentation considered relevant: o Pro forma financing model; o Letter of intent from a financial institution; o Financing terms; o Letter of intent from investment partners and authorization from board of directors, if applicable; o Authorization or letter of intent from government authorities, if applicable Ownership and financing structure The bidder must demonstrate the ownership and financing structure through an organizational chart showing the allocation of equity and debt to the various ownership vehicles. The bid must also show, in addition to the various ownership vehicles and/or subsidiaries of the parent company, which exercise control and assume financial responsibility for the proposed project for both the debt and equity or all the other liabilities resulting from the electricity supply contract Sources of financing Equity: The bidder must indicate the sources of equity and how the partners intend to finance their interest in the project. The bidder must indicate who the investors in the project are, whether they consist of an issue of capital stock by a partner, capital stock issued by the company, or private investors, and demonstrate their capacity to finance such interest in the project. Source of debt financing: The bidder must demonstrate the progress of the debt financing project, ideally by submitting a letter of intent (comfort letter) from a financial institution December 18 th, 2013 p. 32

37 Call for Tenders A/O indicating that the project proposed in the bid was revised to the lender s satisfaction and based on the requirements of this call for tenders and the Standard Contract Project feasibility The feasibility of the project proposed by the bidder is evaluated on the basis of each of the elements described below. The allocation of points among these different elements is presented in Appendix Connection to the system (based on the initial energizing date requested by the bidder) Hydro-Québec Distribution will consider the complexity of the connection and system reinforcement work associated with the project proposed by the bidder. In particular, projects that require the construction of major new transmission infrastructures may present greater risk as to their capability to meet the requested initial energizing date. The concern here is not the cost of the work, which is taken into account in the electricity cost criterion (section 2.3.1), but rather the feasibility of connecting the wind farm proposed by the bidder to Hydro-Québec s system in a firm, safe and reliable manner within the predetermined period of time. Hydro-Québec Distribution bases its evaluation on the assessments performed by Hydro-Québec TransÉnergie Master plan for the project The quality and feasibility of the bidder s master plan filed in accordance with section of the Bid Form and indicating the main project activities, the leadtimes, the critical path, the milestone dates and the status of the project at the time of bid submission will be considered. The complexity and status of the steps leading to the acquisition of the rights related to the site, rights-of-way, easements and other requirements must be considered, in the same way as the progress of the engineering and the commercial agreements required toward realizing the project Wind data obtained and forecast electricity generation Wind-related information shall be taken into account, including the quality of the windmeasurement campaign (weather tower(s), LIDAR, SODAR) completed for the bid, the secondary data used (such as those originating from adjacent weather stations), and the corrections and correlations performed on data obtained from various sources. The realism of the estimate of the average long-term energy on a monthly and annual basis (P 50 ) and the long-term annual net energy at level 90 % (P 90 ) and the representation of assumptions, including the hypotheses used (rate of availability, losses resulting from turbulence, from snow, frost and ice presence, etc.) are also considered. December 18 th, 2013 p. 33

38 Call for Tenders A/O Environmental permitting plan and status The plan for obtaining environmental permits, showing the procedures under way or completed as well as future procedures shall be evaluated. The progress made in identifying and addressing the concerns of local populations will also be considered, as will the measures being proposed for mitigating negative impacts. The plan must permit the earliest guaranteed commencement date of delivery as proposed by the bidder to be met. The purpose of this evaluation is not to assess the environmental acceptability of the project but to evaluate the bidder s capacity to successfully complete the procedure involved in obtaining the permits needed for the project within a normal timeframe Relevant experience The bidder s experience and that of its affiliates in the successful completion of projects of a nature and scope similar to the one proposed to Hydro-Québec Distribution are taken into account in the evaluation of this criterion. The experience of the bidder s partners, consultants and main suppliers when they have taken part in the bid is also considered. The organizational structure of the project management staff and the list of key personnel assigned to the project are taken into account. Hydro-Québec Distribution shall take into account the share of the world wind turbine market held over the last three years by the wind turbine manufacturer designated by the bidder, as well as the manufacturer's experience. Hydro-Québec Distribution shall grant more points to a bid whose designated wind turbine manufacturer holds a greater share of the world wind turbine market and who has more relevant experience. The information with respect to relevant experience must be completed by the designated wind turbine manufacturer and included in the bidder s bid as specified in Section 4.2 of the Bid Form. Hydro-Québec Distribution will obtain the information dealing with the wind turbine market share from specialized consultants. 2.4 Simulation of bid combinations (Step 3) As part of Step 2 of the bid selection process, it may be possible that some projects, less efficient when individually assess, can benefit from a reduction in transmission costs when these are considered as a group. Such projects may share a common transmission infrastructure, and then see their respective score increase due to a decrease in transmission costs. A study of possible synergies is expected for all projects to identify such opportunities to reduce transmission costs. Thus, one or more projects deemed non-competitive during the individual analysis of Step 2 of the selection process because transmission costs are too high, can actually be compiled and analyzed in Step 3. The requirement is that the share of earnings attributable to the transmission project will enable it to achieve the required score to move to Step 3. December 18 th, 2013 p. 34

39 Call for Tenders A/O In Step 3 of the selection process, various combinations of bids are formed using the best bids identified to form the 450 MW requested, by using the bids that obtained the highest score in Step 2. The cost of these combinations is assessed in detail in order to identify those that may constitute the best solution based on the lowest total cost in $/MWh. The best combinations thus obtained are then submitted to Hydro-Québec TransÉnergie so that the latter can evaluate their respective total transmission cost, as indicated in Section 2.5. The annual cash flows of the aggregate of the electricity and total transmission costs over the entire term of the contracts related to those combinations are levelized in 2014 dollars and expressed as a unit cost of electricity ($/MWh). The combination of bids with the lowest average cost in $/MWh, including transmission costs, will be retained. 2.5 Consideration of transmission costs As part of the selection process, Hydro-Québec Distribution shall take into account a bid's impact on the total transmission cost applicable, first for each bid in Step 2 of the selection process, then for each combination of bids assessed in Step 3 of the process. The impact on transmission costs must take the following into account: Cost of connecting the wind farm to the regional transmission (315 kv and less) or distribution system, including the cost of modifying the regional system lines and substations and, if applicable, the curtailment cost (Section ); Cost of the wind farm's switchyard as defined in Section 1.9.4; Electrical loss rate associated with the wind farm's generation; Avoided costs associated with future transmission system investments, if applicable; Cost of reinforcing the bulk transmission system (735 kv) as a result of adding new wind farms (only in Step 3). The impact on transmission costs is assessed based on the integration of the wind farm's installed capacity. However, the curtailment of wind energy generation in off-peak periods may prove to be a way to avoid major transmission system integration or reinforcement costs. When applicable, curtailment costs are added to the transmission costs. For example, curtailment remains the lowest cost solution for integrating new wind farms east of the Rivière-du-Loup substation as it allows avoiding, among others, the addition of a new power line between Rivière-du-Loup and Rimouski substations. The studies and estimates conducted by Hydro-Québec TransÉnergie at Hydro-Québec Distribution s request are aimed at establishing a basis for comparison between the various bids being assessed. They do not in any way constitute a comprehensive interconnection study. At no time does Hydro-Québec Distribution commit to conduct or have Hydro- Québec TransÉnergie conduct such a comprehensive interconnection study to measure the impact of any of the bids on the applicable transmission system costs. December 18 th, 2013 p. 35

40 Call for Tenders A/O As a detailed assessment of each bid's impact on the total transmission cost is both too long and costly to perform, the following procedure is used. In Step 2 of the selection process, Hydro-Québec TransÉnergie will conduct a summary study in order to determine a connection scenario for each bid. On the basis of this scenario, Hydro-Québec TransÉnergie will estimate the cost of the substation, which is added to the cost of the wind farm collector system as estimated by the bidder, up to Hydro-Quebec's maximum contribution applicable to the cost of the switchyard (see Section 1.9.4). Hydro- Québec TransÉnergie will also provide an estimate of the cost of connection to the regional system, the electrical loss rate and the time required to complete the work. If the proposed project results in investments being avoided or deferred, which would otherwise have been required as part of the expansion of Hydro-Québec TransÉnergie's system, these avoided costs will be estimated for the project. In Step 3, Hydro-Québec TransÉnergie will assess the combinations of offers identified by Hydro-Québec Distribution. It will first validate the connection scenario for each of these offers and their individual impact on the transmission cost such as estimated in Step 2. Hydro-Québec TransÉnergie will then establish if savings or additional transmission costs are generated by the fact that the offers are grouped within a given combination, for example when they can be integrated into the Hydro-Québec's system by adding shared transmission infrastructures (e.g. series-compensation, protections relays, thermal upgrading, power line). The cost of reinforcing the bulk transmission system is evaluated for each combination of bids. December 18 th, 2013 p. 36

41 Call for Tenders A/O CHAPTER 3 INSTRUCTIONS TO BIDDERS 3.1 Timetable The following timetable shows the main milestones of the call for tenders. The dates provided are tentative only and may be modified through an addendum. Pre-bid conference for bidders o Montreal sessions (English and French) o Quebec City session (French) Deadline for wind turbine manufacturers to submit the required data, parameters and models for dynamic system February 11th, 2014 February 13th, 2014 behaviour studies. February 28th, 2014 Deadline for submitting a request of prior notice on Hydro- Québec s telecom facilities February 28th, 2014 Deadline for submitting the exploratory study request form February 28th, 2014 Deadline for submitting the Call for Tenders Registration Form (Notice of Intent to Bid) April 18th, 2014 Deadline for submitting the Call for Tenders Registration Form (Notice of Intent to Act as Designated Wind Turbine Manufacturer) April 18th, 2014 Deadline for submitting questions (10 business days before the bid submission deadline) 4:00 p.m., Montreal time August 18th, 2014 Bid submission deadline November 5th, 2014 Bid opening November 6th, 2014 Public announcement of successful bids (tentative) To be announced 3.2 Call For Tenders Registration Form The call for tenders document contains a Call for Tenders Registration Form in Appendix 2 which all potential bidders and wind turbine manufacturers must fill out and return to the Official Representative indicated in Section 3.5. The Call for Tenders Registration Form must reach the Official Representative no later than by date indicated in Section 3.1 at 4:00 p.m., Montreal time. This form constitutes notice of a bidder's intent to bid on this call for tenders and notice of a wind turbine manufacturer's intent to act as designated wind turbine manufacturer. Should the potential bidder not fill out and return the form and pay the registration fee by the stipulated deadline (the fee does not apply for a designated wind turbine manufacturer), said bidder will not be eligible to submit a bid under this call for tenders and the designated wind December 18 th, 2013 p. 37

42 Call for Tenders A/O turbine manufacturer will not be eligible to act as designated wind turbine manufacturer for this call for tenders. Upon receipt of the Call for Tenders Registration Form and payment of the registration fee, Hydro-Québec Distribution shall send the potential bidder and wind turbine manufacturer, via the Official Representative, an acknowledgement of receipt with a confidential user code that will allow them to submit questions to the Official Representative. The user code must appear on all correspondence related to the call for tenders. 3.3 Call for Tenders Registration Fee The registration fee is $1000, all taxes included, and is payable by certified cheque or bank draft made out to Hydro-Québec at the time when the duly completed Call for Tenders Registration Form is sent to the Official Representative. This fee is non-refundable. 3.4 Pre-Bid Conference The purpose of the pre-bid conference is to present the content of the call for tenders and give potential bidders and interested wind turbine manufacturers the opportunity to ask questions, on the following dates and locations: Montreal: In French Date: February 11 th, 2014 Time: 9:00 a.m. HÔTEL HYATT REGENCY MONTRÉAL 1255 Jeanne-Mance Montréal H5B 1E5 Salle Ovation In English Date: February 11 th, 2014 Time: 2:00 p.m. HÔTEL HYATT REGENCY MONTRÉAL 1255 Jeanne-Mance Montréal H5B 1E5 Salle Ovation Quebec City: In French: Date: February 13 th, 2014 Time: 9:00 a.m. HÔTEL CHÂTEAU LAURIER QUÉBEC 1220 Place George-V Ouest Québec G1R 5B8 Canada December 18 th, 2013 p. 38

43 Call for Tenders A/O A question period will be held at the end of each pre-bid conference during which questions may be asked in both French and English. Potential bidders and interested wind turbine manufacturers are asked to register for the prebid conference in advance using the Registration Form found in Appendix 1. Attendance at the pre-bid conference is not mandatory in order to submit a bid. After the conference, the list of participants and minutes of the conference, including questions and answers during the question period, will be posted on the Hydro-Québec Distribution website at the following address: Communication with Bidders Any questions or requests related to this call for tenders must be sent electronically to the Official Representative specified below: Official Representative: Raymond Chabot Grant Thornton & Cie Ref.: Hydro-Québec Distribution / Call for Tenders A/O Wind energy: 450 MW eolienhqdrep@rcgt.com In addition, all communications and exchanges of information with the Official Representative may be done through the Hydro-Québec Distribution website at the address mentioned in Section 3.4. Hydro-Québec Distribution shall answer questions from those duly registered as per Section 3.2 provided that said questions are submitted at least ten business days prior to the bid submission deadline indicated in Section The answers shall be provided in writing and sent electronically to the bidder who submitted the question. In all cases, all questions and answers will be posted anonymously on Hydro-Québec Distribution website. No interpretation, revision or other communication from Hydro-Québec Distribution related to this call for tenders shall be valid unless sent in writing by the Official Representative. Hydro-Québec Distribution accepts no liability with regard to any information obtained by the bidder in verbal form or from any other source. December 18 th, 2013 p. 39

44 Call for Tenders A/O Verification of the Call for Tenders Document Bidders are responsible for reviewing each of the provisions of this call for tenders document, fully understanding their meaning and intent, and obtaining information on the purpose and requirements of each of the documents that form an integral part of the call for tenders. During the bidding period, bidders or those interested in acting as designated wind turbine manufacturers requiring clarifications or explanations regarding the call for tenders document must send a written request to this effect to the Official Representative. Bidders must also inform the Official Representative of any discrepancies, contradictions or omissions found in the call for tenders document and must obtain from Hydro-Québec Distribution any interpretation to this effect that is deemed necessary. Further to such requests, any changes to the call for tenders that Hydro-Québec Distribution deems necessary shall take the form of an addendum duly issued by Hydro-Québec Distribution prior to the bid submission deadline. 3.7 Addenda Any change to the call for tenders document must be presented as an addendum issued by Hydro-Québec Distribution and must be an integral part of the call for tenders document. The addenda are transmitted electronically to all duly registered bidders as per Section 3.2. The addenda are also posted on the Hydro-Québec Distribution website indicated in Section Bid Form The bidder must present a bid that meets all of the requirements of the call for tenders document. Bidders must answer all questions and provide all of the required information and documents. All supporting documents must be clearly identified and presented as per the requirements specified in the Bid Form, in the same layout and order as the Bid Form. A bidder that fails to provide, precisely and in full, the information requested in the Bid Form, may have its bid rejected. If a bidder considers that a question does not apply to its project, the bidder must write N/A as a reply and provide a justification. If, in the bidder's opinion, the Bid Form is not sufficient for an adequate description of the project which it intends to realize, additional information and pages may be added. However, this does not release the bidder from its obligation to provide all of the information requested in the Bid Form. All documentation of a general nature such as information bulletins and prospectuses that contain technical and financial information can be included with the bid. This additional documentation is accepted as reference material only. December 18 th, 2013 p. 40

45 Call for Tenders A/O Each exhibit submitted as a supporting document for a question in the Bid Form must bear the number of the relevant question. For instance, an exhibit provided in reply to the Section of the Bid Form must be numbered EXHIBIT If a variant (as described in Section 3.9) is offered and that it creates a change in this respect, said change must be presented in section 6.1 (in the case of the Variant no 1) and the associated exhibit must be named EXHIBIT The bidder's name, project name and call for tenders number must appear on all the pages of the bid as well as on all documents that the bidder is submitting to Hydro-Québec Distribution with the bid. If a bidder wishes to submit more than one bid, a Bid Form must be filled out for each one. Each bid must be submitted under separate cover. However, the bidder does not need to again pay the credit evaluation fees requested under Section if they have already been paid as part of an initial bid. Each Bid Form must be duly filled out in electronic form using word processing software and must be signed, with all the requested documents included, and transmitted to the address indicated in Section The call for tenders document is the property of Hydro-Québec Distribution and can only be used for the purpose of preparing a bid. 3.9 Variants Bidders may, in any given bid, submit up to two variants in addition to their main offer and simultaneously with it. The main offer of a bid can not be conditional on the acceptance of another project or more. A bid may thus contain up to three separate and mutually exclusive offers. A variant may involve differences pertaining to the following: o installed capacity of the wind farm; o price, among others if the bidder wishes to vary it based on the term of the contract or on the voltage level at which its project could be connected to Hydro-Québec's system or if the project shares a common delivery point with another (or more) wind farm(s); o the localisation of the delivery point; o designated wind turbine manufacturer; o wind turbine model. A site other than the one proposed in the main offer cannot be considered as a variant and must be presented in a separate bid. All variants must include a description that meets the requirements of Section 6 of the Bid Form along with a justification. Hydro-Québec Distribution may select the main offer or any of the variants being offered. December 18 th, 2013 p. 41

46 Call for Tenders A/O Declaration of Potential Conflict of Interest If there is a person within the bidder's organization employed in a function directly related to the preparation of the bid, or with financial interests in the bid, who is related or connected by blood or marriage (among others father, mother, son, daughter, brother, sister, lawful or common-law spouse, sister-in-law, brother-in-law) to a Hydro-Québec Distribution employee taking part in the selection process related to this call for tenders, the bidder must advise Hydro-Québec Distribution to this effect. This fact does not prevent the bidder from doing business with Hydro-Québec Distribution. The aim of divulging such information is to allow the bids to be assessed and, if applicable, the contract to be awarded in compliance with the Code of Ethics on Conducting Calls for Tenders. The bidder's declaration is to be conveyed through a notice appended to Section 1.1 of the Bid Form Standards and Regulations The bidder must obtain and keep in force all of the permits and authorizations required under the laws and regulations applicable in Québec for the construction of its wind farm and its operation at generation levels that conform to the requirements of the electricity supply contract to be awarded Bid Evaluation Fee and Credit Evaluation Fee Bid evaluation fee is set at $11,000, taxes included, for a bid involving a main bid and up to two variants. These fees are non-refundable unless the bid has been rejected at bid opening. If the bidder requests a credit evaluation as per Section , an additional amount of $17,500 (taxes included) is required. The bidder must attach to its bid a bank draft or certified cheque made out to Hydro-Québec in the amount required Signing of Bid Each constituent of the local environment participating in the bid must sign the bid. If the bidder is a corporation, the bid must be signed by a person authorized to do so by the company's board of directors. The board of directors' resolution to this effect must be included with the bid. If the bidder is a partnership, a joint venture or a cooperative, the bid must be signed by each partner or by a person duly authorized to do so by the partnership, the joint venture or the cooperative. The power of attorney in favor of each signatory must be included with the bid. December 18 th, 2013 p. 42

47 Call for Tenders A/O If the bidder is composed of a Regional County Municipality (RCM), the bid must be signed by a person duly authorized to do so by its board of mayors. A resolution of the board of the RCM to this effect must be included with the bid. If the bidder is composed of a local municipality, the bid must be signed by a person duly authorized to do so by its municipal board. A resolution of the board of the local municipality to this effect must be included with the bid. If the bidder is composed of one or more Native nations or communities, the bid must be signed by a person duly authorized to do so by each Native nation or community concerned. A resolution to this effect by each Native nation or community concerned must be included with the bid. If the bidder is composed of an intermunicipal board, the bid must be signed by a person duly authorized to do so by its board of directors. The board of directors' resolution to this effect must be included with the bid. The bidder must designate a contact person for communicating with Hydro-Québec Distribution (Section 1.2 of the Bid Form) Bid Submission The bidder must submit its bid at the Bids Office designated below prior to November 5 th, 2014 at 4:00 p.m., Montreal time: Raymond Chabot Grant Thornton & Cie CONFIDENTIAL BID Ref.: Hydro-Québec Distribution / Call for Tenders A/O Wind energy 450 MW 600 rue De La Gauchetière Ouest Bureau 2000 Montréal (Québec) H3B 4L8 Each bid box or envelope must bear the name and exact address of the bidder, as well as the number of the call for tenders and the words CONFIDENTIAL BID. The bidder must submit a signed original paper copy as well as four complete electronic copies (CD or DVD or USB key) with version 2007 (or earlier) of Microsoft Office (MS Word and Excel), along with the bank draft or certified cheque. The Bid Form and each exhibit must be on a separate file in the original format. However, documents from a third party or those containing signatures can be submitted in PDF form provided that they can be easily printed. Hydro-Québec Distribution must not refund bidders for any costs related to the preparation of their bids. December 18 th, 2013 p. 43

48 Call for Tenders A/O Bid Validity The prices, conditions and terms of this bid are valid until November 6 th, Bid Opening The bid opening shall be public and must take place on November 6 th, 2014 at 9:00 a.m. at: Raymond Chabot Grant Thornton & Cie 600 rue De La Gauchetière Ouest Bureau 2000 Montréal (Québec) H3B 4L8 An inventory of bidders shall be made at the time of bid opening. The bid documents submitted by the bidders are kept confidential, with the exception of the following information, which is part of the inventory and is made public at the time of the bid opening, in addition to being posted at Hydro-Québec Distribution' website: Name of project; Name of bidder; Name of the constituents of the local environment; Name of bidder s parent company (generally used for public relations purposes); Location of wind farm; Installed capacity (main offer); Earliest guaranteed commencement date of deliveries offered. The list of bids rejected during the opening is also made public Rejection of Bids In addition to the reasons for rejection listed below, Hydro-Québec Distribution shall reject any bid that it deems to be frivolous or non-conforming and bidders must have no recourse. The following deficiencies shall entail the automatic rejection of the respective bids: The bid was received after the deadline indicated in Section In such a case, the bid is returned unopened to the sender. The bidder or designated wind turbine manufacturer is not registered as per Section 3.2. The bid does not state the bidder's name. The bid was not signed nor by an authorized person, nor or the constituent(s). The bid does not contain a price, exceeds the maximum price, or does not comply with one of the mandatory pricing formulas, presented in the Bid Form. The bid does not include a statement signed by both the bidder and its wind turbine manufacturer to the effect that they entered into an agreement for the manufacture, delivery and price of the wind turbines required for the wind farm. December 18 th, 2013 p. 44

49 Call for Tenders A/O The dynamic behaviour simulation model for the wind farm has not been submitted. Payment for the assessment of the bid and credit evaluation, if applicable, has not been included. When a bid is rejected at bid opening, Hydro-Québec Distribution shall inform the respective bidder in writing and return the certified cheques or bank drafts covering the bid assessment fee and credit evaluation fee, as the case may be. Hydro-Québec Distribution reserves the right to request additional clarifications. Without limitation, Hydro-Québec Distribution reserves its right to require bidders to provide it with information and documents required to confirm that the bidder, the local environment that composes it or that holds a participation in the project, have complied with the provisions of the Competition Act (R.S.C., 1985, c. C-34) as part of the call for tenders. If the bidder does not provide the requested information by the required deadline, the bid may be rejected Bid Withdrawal If a bid is withdrawn after the bid submission date, Hydro-Québec Distribution reserves the right, additionally and without prejudice to its other recourses, to reject some or all of the bids submitted by the bidder, its affiliates or associates, as the case may be Cancellation Hydro-Québec Distribution reserves the right to cancel the call for tenders at any time in particular if the Regulation is declared invalid, unenforceable or inoperative by a final decision of a court. In addition, Hydro-Québec Distribution can decrease the quantity, among other reasons, if the stated needs have substantially changed or if the conditions and total cost of electricity (including transmission) of the bids are deemed inappropriate or noncompetitive. A bid with a total cost of electricity deemed to be non-competitive shall not be considered. In case of cancellation of the call for tenders, the bidder is not entitled to any damages or reimbursement of expenses relating to the preparation and submission of its bid Confidentiality The bid is confidential. However, the bidder recognizes that Hydro-Québec Distribution is bound to file, when requested by the Régie, any information presented in a bid, including information of a confidential nature. In this case, the requirements of the bidder relative to the confidentiality of this information shall be conveyed to the Régie. The contract to be signed will be made public in its entirety when Hydro-Québec Distribution files its request for the approval of the contracts with the Régie. December 18 th, 2013 p. 45

50 Call for Tenders A/O Notice to Bidders Subsequent to its assessment of the bids, Hydro-Québec Distribution prepares a list of the bids retained. A list of backup bids shall also be prepared in the event that a contract could not be signed with some of the retained bidders. Hydro-Québec Distribution must issue a notice of acceptance to each of the bidders retained. It shall issue to the bidder(s) on the backup list a notice to the effect that they are on said list. The bidders not retained shall also be advised in writing Contract Award For this call for tenders, the contracts shall be awarded to the bidders that submitted the bids that resulted in a combination with the lowest price in $/MWh for the quantity of electricity and the conditions requested, while taking into account the applicable transmission costs, as mentioned in Section 2.5. Hydro-Québec Distribution reserves the right to not grant a contract to a bidder if the latter or one of its affiliates or parent/sister companies is in default with respect to amounts owing to Hydro-Québec or with respect to an obligation to provide security under a contract. The contract signed by the parties is only enforceable after it has been approved by the Régie Standard Contract Hydro-Québec Distribution has included in Appendix 11 a copy of the Standard Contract for the supply of electricity which lists the requirements applicable to the delivery of the energy being sought and described in this call for tenders document. The terms and obligations of the contract to be signed by the parties must conform to those of the Standard Contract, with the exception of the changes needed to reflect the characteristics specific to the bid. Should the parties fail to agree on the changes to be made to the Standard Contract in order to take into account the specific features of the bidder's bid, Hydro-Québec Distribution may end the discussions after giving the bidder advance notice of seven days. The Contract is written in French only and is subject to the laws in force in the Province of Québec. Any legal proceedings related thereto must be filed in the judicial district of Montréal Attestation from Revenu Québec (ARQ) A bidder having an establishment in Québec must attached to the Section 5.4 of the Bid Form a certificate issued by the Agence du revenu du Québec entitled Attestation from Revenu December 18 th, 2013 p. 46

51 Call for Tenders A/O Québec 2. This attestation must not have been issued more than 90 days before the date and time fixed for the closing of tenders, or after that date and time. This attestation confirms that, on the date and time it has been issued, the bidder has filed the returns and reports required under tax laws and has no overdue account with the Minister of Revenue of Québec, or, if it does, it has reached a payment agreement and observes it, or the recovery of its debts has been legally suspended. Where a bid is submitted by a joint venture, each entity comprising the joint venture must file an Attestation from Revenu Québec. An Attestation from Revenu Québec must also be submitted by the supplier at the signature of the electricity supply contract. All information regarding the Attestation of Revenu Québec and all the necessary steps to obtain this attestation, are described at the following address: Where a bidder does not have an establishment in Québec in which its activities are carried out on a permanent basis, clearly identified under its name and accessible during regular business hours, it must complete and sign an Absence of establishment in Québec form attached in Section of the Bid Form and submit it with its bid Act respecting contracting by public bodies and Election Act The contract to be signed is a public contract as defined in the Act respecting contracting by public bodies (R.S.Q., c. C-65.1) and in the Election Act (R.S.Q., c. E-3.3). A bidder ineligible or subject to a prohibition to enter into a public contract according to the abovementioned laws cannot submit a bid or sign a contract under the present call for tenders. The above-mentioned laws also apply during the performance of the contract. The bidder or supplier who has signed a contract is liable for damages caused to Hydro- Quebec Distribution resulting from any ineligibility or prohibition as defined in the abovementioned laws. 2 This requirement derives from the Regulation respecting supply contracts, service contracts and construction contracts of bodies referred to in section 7 of the Act respecting contracting by public bodies [(2011) 143 G.O. II, 3903]. December 18 th, 2013 p. 47

52 Call for Tenders A/O Appendix 1 Pre-Bid Conference Registration APPENDIX 1 PRE-BID CONFERENCE REGISTRATION CALL FOR TENDERS A/O WIND ENERGY: 450 MW Pre-bid conferences reserved for potential bidders, or those wishing to act as designated wind turbine manufacturers, duly registered, will take place at the locations and time indicated in Section 3.4 of the Call for tenders document, according to whether they are held in French or English. Attendance is not a mandatory requirement for submitting a bid. However, those interested in submitting a bid or in acting as designated wind turbine manufacturer must register in advance by filling out the electronic form available at the Hydro-Québec Distribution s website: It is also possible to register on site if places are still available. A question period will be held at the end of each meeting and questions in both French and English will be accepted. Hydro-Québec Distribution reserves the right to limit attendance to no more than three persons per company. December 18 th, 2013 p. 1

53 Call for Tenders A/O Appendix 1 Pre-Bid Conference Registration HYDRO-QUÉBEC DISTRIBUTION PRE-BID CONFERENCE REGISTRATION FORM CALL FOR TENDERS A/O WIND ENERGY 450 MW Those interested in participating in the call for tenders and who wish to attend the pre-bid conference are asked to fill out each of the following sections in block letters. (Please use the electronic form found on the following website: I will attend the pre-bid conference in Montréal: Fr. Engl. (specify the language of the session you wish to attend) I will attend the pre-bid conference in Québec City (French only): LAST NAME: FIRST NAME: TITLE: COMPANY: MAILING ADDRESS: TELEPHONE NUMBER: MOBILE NUMBER: FAX NUMBER : The following person(s) will be accompanying me (no more than two): Name Company Name Company Fr. Engl. December 18 th, 2013 p. 2

54 December 18 th, 2013 p. 1 Call for Tenders A/O Appendix 2 Call for Tenders Registration Form APPENDIX 2 CALL FOR TENDERS REGISTRATION FORM A/O (WIND ENERGY: 450 MW) NOTICE OF INTENT TO BID OR ACT AS DESIGNATED WIND TURBINE MANUFACTURER All potential bidders or those interested to act as designated wind turbine manufacturer must fill out and return the attached Registration Form. This Registration Form constitutes its Notice of Intent to bid or to act as designated wind turbine manufacturer. An electronic version of this form is available at Hydro-Québec Distribution s website at Potential bidders or those interested to act as designated wind turbine manufacturers must: i) Fill out every section of this form in block letters. ii) Have the form signed by an authorized person. iii) Attach a certified cheque or bank draft (except for those interested to act as designated wind turbine manufacturer ) made out to Hydro-Québec in the amount of $1,000 (taxes included) to cover the registration fee (see Section 3.3 of the call for tenders document). iv) Return the duly completed form by registered mail or messenger so that it is received no later than by date indicated in Section 3.1 of the call for tenders document, 4:00 p.m. Montreal time at the address indicated below, with the indication Confidential : Raymond Chabot Grant Thornton & Cie Ref: Hydro-Québec Distribution / Call for Tenders A/O Wind Energy: 450 MW Registration to the call for tenders 600, rue De La Gauchetière Ouest, Bureau 2000 Montréal (Québec) H3B 4L8 CONFIDENTIAL Incomplete forms must be returned to the sender. Once the form has been processed, a user code will be sent to potential bidders or those interested to act as designated wind turbine manufacturers so that they may submit their questions at Hydro-Québec Distribution s website at: This user code must appear on all correspondence related to this call for tenders.

55 Call for Tenders A/O Appendix 2 Call for Tenders Registration Form HYDRO-QUÉBEC DISTRIBUTION REGISTRATION FORM FOR CALL FOR TENDERS A/O (WIND ENERGY: 450 MW) NOTICE OF INTENT TO BID OR TO ACT AS DESIGNATED WIND TURBINE MANUFACTURER 1. NAME OF LEGAL PERSON, CORPORATION, COOPERATIVE, PARTNERSHIP OR JOINT VENTURE : 2. CHECK ONE OF THE FOLLOWING: MANUFACTURER BIDDER 3. NAME OF AUTHORIZED REPRESENTATIVE: 4. TITLE OF REPRESENTATIVE: 5. FULL ADDRESS: 6. TELEPHONE: ( ) EXT. FAX ( ) MOBILE: ( ) I hereby declare that I have signing authority on behalf of the aforementioned entity (or the entity to be constituted) which intends to submit a bid or act as designated wind turbine manufacturer. Signature of the authorized representative: Name in block letters: Potential bidders or those interested to act as designated wind turbine manufacturers are asked to inform Hydro-Québec Distribution, in writing, of any changes to the name of the legal person, corporation, cooperative, partnership, or joint venture mentioned above prior to the submission of the bid. December 18 th, 2013 p. 2

56 Call for Tenders A/O Appendix 3 Summary of the Selection Process APPENDIX 3 SUMMARY OF THE SELECTION PROCESS December 18 th, 2013 p. 1

57 Call for Tenders A/O Appendix 4 Maximum Credit Limits Based on Risk Level APPENDIX 4 MAXIMUM CREDIT LIMITS BASED ON RISK LEVEL RISK LEVEL S&P Moody's DBRS MAXIMUM VALUE (M $CA) 1. Very low AAA AA+ / AA / AA- Aaa Aa1 / Aa2 / Aa3 AAA AA high / AA / AA low Low A+ / A / A- A1 / A2 / A3 A high / A / A low Moderately low BBB+ Baa1 BBB high Medium BBB Baa2 BBB 5 5. Moderately high BBB- Baa3 BBB low 1 6. High 7. Very high BB+ / BB / BB- B+ / B / B- CCC+ / CCC / CCC- CC / D Ba1 / Ba2 / Ba3 B1 / B2 / B3 Caa / Ca C / D BB high / BB / BB low B high / B / B low CCC / CC / C / D 0 The above table is used to determine the maximum credit limit that the Hydro-Québec Distribution may grant the bidder based on its level of risk. It also applies to an affiliate who issued a suretyship agreement in favour of the bidder. The maximum credit limit applies to the contracts as a whole, entered into between Hydro-Québec Distribution and the bidder, including its affiliates. The level of risk is determined based on the credit ratings issued by credit rating agencies on unsecured long-term debt. In the event that the credit rating agencies do not grant equivalent credit ratings, the lowest rating must be retained for purposes of the application of Section 25 of the Standard Contract (Appendix 11). December 18 th, 2013 p.1

58 Call for Tenders A/O Appendix 5 Mandatory pricing formula APPENDIX 5 MANDATORY PRICING FORMULA The bidder must use one or the other pricing formula presented in this appendix. The formula will be included in the contract to be awarded. No other pricing formula will be accepted. The bidder increases the competitiveness of its bid and the likelihood of being selected, both at Steps 2 and 3 of the process, by offering lower annual starting prices (E 2014 ). 1. Admissible pricing formulae The admissible pricing formulae are defined below. Indexation is suspended in the event of delay on the bidder s part, i.e. when the commencement of deliveries is later than the guaranteed commencement date of deliveries. E t represents the price in force for contractual year t. 1.1 CPI pricing formula at 100% The starting price offered by the bidder (E 2014 ) will be indexed to the CPI as follows: A. The price (E t ) is fully indexed to the CPI to the earliest date between one of the following: the guaranteed commencement date of deliveries; the commencement date of deliveries. Et = E % IPC IPC MES 2014 B. Starting from the second contract year, the price (E t ) still remains fully indexed to the CPI for the remainder of the contract: Et 100 IPC IPC IPCt IPC MES 1 = E 2014 % 2014 DDL December 18 th, 2013 p. 1

59 1.2 CPI pricing formula at 20% Call for Tenders A/O Appendix 5 Mandatory pricing formula The price is indexed to the CPI as follows: a. The price (E t ) is indexed to the CPI until the earlier of the following dates: the guaranteed commencement date of deliveries; the commencement date of deliveries. At the first contract year, the price is the least of the following: the indexed maximum starting price (E pdm ) based on the following formula: Et = E pdm IPC 100% IPC MES 2014 the indexed price offered by the bidder (E 2014 ) based on the following formula: Et = E 2014 IPC 100% IPC b. Starting from the second contract year, 80% of the first contract year price remains fixed and 20% of the first contract year price remains indexed to the CPI for the entire term of the contract to reflect the changes in variable costs after commissioning: E t ( E ; E ) IPC 20% IPC MES 2014 IPCt IPC + 80 = Min pdm 2014 MES 1 % 2014 DDL IPC IPC MES 2014 December 18 th, 2013 p. 2

60 Call for Tenders A/O Appendix 5 Mandatory pricing formula 2. Methodology for calculating maximum starting prices 2.1 Maximum starting prices The pricing formula described in Section 1.2 is subject to a maximum starting price (E pdm ) which will be determined at the earliest of the following dates: the guaranteed commencement date of deliveries; the commencement date of deliveries. The maximum starting price (E pdm ) will be established on the basis of the discounted cost for the Distributor calculated using the pricing formula CPI at 100%, the goal being to obtain an equivalent cost to the Distributor between the pricing formulae. To do this, the methodology is explained below. The first step will be to evaluate the unit price for each of the contractual years based on the pricing formulae CPI at 100% and get a cash flow based on constant annual deliveries. This cash flow will then be actualized to obtain a net present value (NPV) expressed in dollars of The second step will be to find the price of 2014 which provides the same NPV as the first step, but using the CPI pricing formula at 20% to determine the flow of money to actualize. The price of the year 2014 thus determined will establish the value of E pdm. For information purposes only, the values of E pdm corresponding to commissioning dates in 2016 and 2017 are presented in Section 2.2 of the Bid form. The contracts to be awarded, which will include the pricing formulae described in Section 1.2, will include the present rules for the calculation of E pdm. 2.2 Parameters For purposes of calculation, the following parameters will be used during the evaluation: The definitions of the admissible indices, as described in Section 3; The discount rate of the Distributor, determined annually by the Energy board, as well as the forecast for the inflation rate coming from the firm IHS Global Insight are those in force at the earliest of the following dates: the guaranteed commencement date of deliveries; the commencement date of deliveries. December 18 th, 2013 p. 3

61 Call for Tenders A/O Appendix 5 Mandatory pricing formula 3. Definition of the Consumer Price Index The rules of application for the CPI are as follows: CPI: Consumer Price Index, All Items, Canada, Seasonally Unadjusted, published by Statistics Canada, series CANSIM v (2002=100) ( IPC ). IPC MES: average value of the CPI, calculated for the 12 months ending at the end of the month that precedes the earlier of the following dates: the guaranteed commencement date of deliveries; the commencement date of deliveries. IPC 2014 : average value of CPI for the 12 months of the year 2014; IPC t-1 : average value of CPI for the 12 months of the calendar year t-1; IPC DDL : average value of CPI for the 12 months ending at the end of the month preceding the commencement date of deliveries. December 18 th, 2013 p. 4

62 Call for Tenders A/O Appendix 6 Exploratory study request form APPENDIX 6 EXPLORATORY STUDY REQUEST FORM December 18 th, 2013 p. 1

63 Call for Tenders A/O Appendix 6 Exploratory study request form SECTION 1 GENERAL INFORMATION December 18 th, 2013 p. 2

64 Call for Tenders A/O Appendix 6 Exploratory study request form 1.1 Foreword The present appendix constitutes the EXPLORATORY STUDY REQUEST FORM for the call for tenders A/O An exploratory study is conducted in accordance with the obligations of Hydro-Québec TransÉnergie under Hydro-Quebec Open Access Transmission Tariff and provides an approximate parameter estimate of a single possible connection scenario for the wind farm project covered by the request. The connection cost is based on information and assumptions available at the time the study. The results of this study should in no way be interpreted as a final integration scenario. These results do not represent a commitment on the part of Hydro-Québec for the precision or accuracy of the information contained in this report. Further studies should be carried out in an integration study. The information that must be provided by the potential bidder as well as the type of results transmitted by Hydro-Québec TransÉnergie following the study is described within the next pages. See also Section 1.10 of the call for tenders document. Any request for an exploratory study must be sent by at the following address: teproducteursprives@hydro.qc.ca. A copy of the request for an exploratory study must also be sent by to the Official representative at the address mentioned in Section 3.5 of the call for tenders document. The original of the request for an exploratory study, with a certified check or bank draft for $5 000, plus applicable taxes, in the name of Hydro-Québec, for each of the requested scenarios must be sent to: a/s Mathieu Bérubé Délégué commercial Direction Commercialisation et affaires réglementaires Hydro-Québec TransÉnergie 175, boul. René-Lévesque Ouest Complexe Desjardins, C.P Tour de l est, 19 e étage Montréal (Québec) H5B 1H7 Tél. : (514) According to Hydro-Quebec Open Access Transmission Tariff, normal delay to reply to such a request is six (6) weeks. December 18 th, 2013 p. 3

65 1.2 Content of the report Call for Tenders A/O Appendix 6 Exploratory study request form The study s report prepared by Hydro-Québec TransÉnergie following the exploratory study contains the following information, among others: - Voltage level for connection of the project, the type of connection, the type of power line: (distribution, transmission, single line circuit, double line circuit, simple diversion, double diversion, etc.); - Connection to which power line, in which substation; - Technical opinion on the dynamic behaviour required within the connection zone; - Summary of anticipated transmission cost; - Anticipated time required to complete the work on Hydro-Québec s system. The exploratory study report does not replace the integration study and therefore remains a preliminary connection scenario. The connection solution, costs and timeframes are determined in the integration study. December 18 th, 2013 p. 4

66 Call for Tenders A/O Appendix 6 Exploratory study request form SECTION 2 IDENTIFICATION December 18 th, 2013 p. 5

67 Call for Tenders A/O Appendix 6 Exploratory study request form 2.1 Identification Name of the potential bidder: Address of the potential bidder: Signature of the bidder's designated representative Date Name (block letters) Title of the designated representative authorised to sign December 18 th, 2013 p. 6

68 Call for Tenders A/O Appendix 6 Exploratory study request form 2.2 Person designated for communication purposes with Hydro-Québec TransÉnergie POTENTIAL BIDDER Name of the person: Title: Complete address: Telephone: Telecopy: DESIGNATED WIND TURBINE MANUFACTURER Name of the manufacturer: Name of the person: Title: Complete address: Telephone: Telecopy: December 18 th, 2013 p. 7

69 Call for Tenders A/O Appendix 6 Exploratory study request form SECTION 3 INFORMATION ON THE PROJECT December 18 th, 2013 p. 9

70 3.1 Project s localization Call for Tenders A/O Appendix 6 Exploratory study request form Provide a map or a series of maps in PDF format indicating the project s localization, the site s limits and geographical coordinates of the substation of the wind farm. 3.2 Technical information Propose initial energization date 1 : Capacity of the wind farm: Installed capacity MW Characteristics of proposed generation equipment Total number of wind turbines: For each wind turbine model, provide the following information: Wind turbine technology (fixed-speed, variable-slip, DFIG, Full converter) Manufacturer s name Model number Number of wind turbine Rated output in MW and in MVA Capacity facteur 3.3 Connection to the power system Generator type and voltage support The generation facilities used must comply with the Technical Standards and Requirements for Connection to the Power System presented in Appendix 7 of the call for tenders document and available on the following Web site: During the exploratory study, the electric behaviour of the wind turbines might be evaluated, if needed. In accordance with section 1.9.2, the wind turbine manufacturers must have registered to the call for tenders and have presented the modeling of the electrical behavior of their wind turbines no later than by the date indicated in Section 3.1 of the call for tenders. The potential bidder is thus invited, within the framework of an exploratory study, to provide the name of his wind turbine manufacturer. The information provided by the manufacturer will then be used for the study, if necessary. 3.4 Other 1 Date on which the potential bidder wants to see the switchyard energized in order to synchronize the first generator to the network. To do this, all work must be completed on the side of Hydro-Quebec and on the side of the potential bidder. If Hydro-Quebec is not able to meet the requested date based on the work to be performed, the earliest date will be indicated in the study report. December 18 th, 2013 p. 10

71 Call for Tenders A/O Appendix 6 Exploratory study request form The potential bidder is invited to forward any other relevant information to his request. Refer to Appendix A of the document entitled Exigences techniques du transporteur relatives au raccordement des centrales électriques au réseau d Hydro-Québec if the wind farm is expected to be connected to the transmission system or the document Exigences relatives au raccordement de la production décentralisée au réseau de distribution moyenne tension d Hydro-Québec if the wind farm is expected to be connected to the distribution network. These documents are available on the website listed above. Hydro-Québec reserves the right to request from the potential bidder any additional information it deems relevant to its analysis. December 18 th, 2013 p. 11

72 Call for Tenders A/O Appendix 7 Technical Standards and Requirements for Connection to the Power System APPENDIX 7 TECHNICAL STANDARDS AND REQUIREMENTS FOR CONNECTION TO THE POWER SYSTEM The generation facilities used for the delivery of electricity in connection with this call for tenders must respect the technical standards and requirements for connection to the power system. These requirements are detailed in the documents listed below. For Equipment Interconnected at a Voltage Level Exceeding or Equal to 44 kv Exigences techniques du Transporteur relatives au raccordement des centrales électriques au réseau d'hydro-québec, Février 2009, (English version available). Limites d'émission des installations de clients raccordées au réseau de transport d'hydro- Québec, décembre 2008, (English version available). Gabarit Étude d écoulements de puissance pour le respect du Facteur de Puissance, avril 2012, (in French only). Procédure de validation des modèles éoliens PSS/E, septembre 2013 (English version available). The list of technical requirements, standards and codes for interconnection to the transmission grid is available at the following website: For Equipment Interconnected at a Voltage Level Below 44 kv Exigences relatives au raccordement de la production décentralisée au réseau de distribution moyenne tension d'hydro-québec, norme E.12-01, Février 2009 (English version available). Addenda numéro 1 à la norme E Exigences relatives au raccordement de la production décentralisée au réseau de distribution moyenne tension d'hydro-québec, février 2012, (in French only). Addenda numéro 2 à la norme E Exigences relatives au raccordement de la production décentralisée au réseau de distribution moyenne tension d'hydro-québec, octobre 2012, (in French only). Exigences de maintenance périodique des équipements utilisés pour l'intégration d'un Producteur/Client-producteur au réseau d'hydro-québec Distribution, norme E.12-03, avril 2011, (in French only). December 18 th, 2013 p. 1

73 Call for Tenders A/O Appendix 7 Technical Standards and Requirements for Connection to the Power System Exigences pour l'installation et le raccordement de l'unité de télécommande et de télésignalisation des installations des producteurs indépendants et des autoproducteurs raccordés au réseau moyenne tension d'hydro-québec, E.12-12, septembre 2011, (in French only). Exigences relatives à la qualification des équipements de protection utilisés pour le raccordement de la production décentralisée sur le réseau de distribution d'hydro- Québec, norme E.12-09, Juin 2006, (in French only). Exigences techniques relatives au raccordement des charges fluctuantes au réseau de distribution d'hydro-québec, norme C.22-03, Décembre 2008, (in French only). Addenda numéro 1 à la norme C Exigences techniques relatives au raccordement des charges fluctuantes au réseau de distribution d'hydro-québec, juin 2013, (in French only). Exigences techniques relatives à l'émission d'harmoniques par les installations de clients raccordées au réseau de distribution d'hydro-québec, norme C.25-01, Décembre 2005, (in French only). Addenda numéro 1 à la norme C Exigences techniques relatives à l'émission d'harmoniques par les installations de clients raccordés au réseau de distribution d'hydro-québec, juin 2013, (in French only). Service d'électricité en moyenne tension, norme E.21-12, mai 2011, (in French only). The list of technical requirements, standards and codes for interconnection to the distribution grid is available at the following website: IMPORTANT NOTICE Hydro-Québec TransÉnergie has filed on December 21 st, 2012, with the Régie, an application for approval of the technical requirements for connection to the electricity transmission network. The application and related documents are available on the Régie s website at under file number R The interconnection technical requirements are documented in the following documents (in French only): - Exigences techniques de raccordement d'installations de clients au réseau de transport d'hydro-québec (pièce B-0005); - Exigences techniques de raccordement de centrales au réseau de transport d'hydro- Québec (pièces B-0006 et B-0007); and December 18 th, 2013 p. 2

74 Call for Tenders A/O Appendix 7 Technical Standards and Requirements for Connection to the Power System - Limites d'émission de perturbations dans le réseau de transport d'hydro Québec (pièce B-0008). In the event of a positive decision by the Régie, the bidder should take into account these new requirements. December 18 th, 2013 p. 3

75 Call for Tenders A/O Appendix 8 Weighting Table for Non-Price Criteria APPENDIX 8 WEIGHTING TABLE FOR NON-PRICE CRITERIA The present appendix provides the weighting of the different elements taken into account in the evaluation of each offer based on each of the six non-price criteria listed below. See also Step 2 of the selection process described in Section 2.3 of the call for tenders document. December 18 th, 2013 p. 1

76 Call for Tenders A/O Appendix 8 Weighting Table for Non-Price Criteria TABLE A-8.1 Weighting of non price criteria for the 450 MW 1. Regional content in excess of the 35% minimum requirement Québec content in excess of the 60% minimum requirement Manufacturing of strategic components in Quebec - Electronic converter - Generator 1 - Control system - Braking system 1 - Gearbox 1 - Rotor s hub - Nacelle orientation system - Pitch system 4. Financial capability 6 Financial strength of the Supplier 3 Financial plan 3 5. Project feasibility 8 Connection to the transmission system 2 Project master plan 2 Wind data obtained and realism of contractual energy 2 Environmental permitting plan 2 6. Relevant experience 3 Prior experience of the bidder, affiliates, partners, consultants and suppliers in successfully completing similar projects Designated wind turbine manufacturer s experience and share of world wind turbine market Total A direct drive generator (annular generator) is considered to be composed of the three (3) following strategic components: the generator, the braking system and the gearbox. December 18 th, 2013 p. 2

77 Call for Tenders A/O Appendix 8 Weighting Table for Non-Price Criteria TABLE A-8.2 Evaluation of Financial Strength Rating (Moody's) A3 and higher 3,0 Baa1 3,0 Baa2 2,5 Baa3 2,0 Ba1 to Ba3 1,5 B1 to B3 1,0 Caa 0 Ca and lower 0 No rating 0 N.B. The above table is based on Moody's credit rating. The equivalent ratings for Standard & Poor's and DBRS are shown in Appendix 4 of the call for tenders document. December 18 th, 2013 p. 3

78 Call for tenders A/O Appendix 9 Terms of Reference for the Siting of Wind Farms on Farmland and in Woodlands APPENDIX 9 TERMS OF REFERENCE FOR THE SITING OF WIND FARMS ON FARMLAND AND IN WOODLANDS December 18 th, 2013 p. 1

79 Terms of Reference for the Siting of Wind Farms on Farmland and in Woodlands Produced by Groupe Affaires corporatives et secrétariat général d Hydro-Québec November 4, 2005 Revised: October 31, 2013

80 Foreword In an effort to carry out its projects in cooperation with host communities, Hydro-Québec has adopted a number of rules of conduct and tools that provide a framework for its actions in this regard. They also reflect its commitment to sustainable development. In 1986, Hydro-Québec and the Union des producteurs agricoles (UPA) signed the Agreement on the Siting of Power Transmission Lines on Farms and in Woodlands. Given the need for Hydro-Québec to build certain facilities on farmland and in woodlands, the agreement defines specific rules on the siting of electrical transmission facilities on farmland as well as the applicable compensation measures during such projects. Since it came into effect, the agreement has proven to be highly efficient. The principles and procedures contained in the agreement are now recognized by the communities, and other companies are using them as a basis for their own projects. In the summer of 2005 and subsequent to the filing by the Québec government of a draft regulation authorizing Hydro-Québec-Distribution to launch a call for tenders for the purchase of 2,000 MW of wind power, the UPA communicated its concerns to Hydro- Québec regarding the conditions and the practices used for the implementation of wind turbines on farms and in woodlands. For instance, the UPA emphasized that there was no reference document similar to the one used for transmission lines that would define the relations between farmers and wind farm developers. Using the principles contained in the agreement on power transmission lines as a basis, and further to discussions with UPA representatives, Hydro-Québec has developed the Terms of Reference for the Siting of Wind Farms on Farmland and in Woodlands. This document proposes methods of intervention, procedures and measures to farmers and wind farm developers mainly pertaining to: The siting of wind farm structures; Mitigation of the impacts related to construction and dismantlement; Mitigation of the impacts related to wind farm maintenance; Compensation for landowners. The terms of reference also contain a sample Option agreement and Deed of superficies in the appendices. Hydro-Québec hopes that these terms of reference will further discussions between farmers and wind farm developers and that they may use these terms as a basis for developing agreements on wind farm projects on farmland and in woodlands. Terms of Reference for the Siting of Wind Farms on Farmland and in Woodlands iii

81 Table of Contents CHAPTER 1 IMPACTS OF STRUCTURES 1.1 Introduction Types of impacts Temporary impacts during construction Permanent impacts resulting from the presence of the structures Temporary impacts during dismantlement... 2 CHAPTER 2 SITING OF STRUCTURES 2.1 Introduction General considerations Siting criteria applicable to farmland Cooperation and mediation... 4 CHAPTER 3 MITIGATION MEASURES 3.1 Introduction General principles General clauses Noise Farm and access roads Fences and gates Surface drainage Underground drainage Traffic Soil compaction Smoke, dust and other pollutants Clauses pertaining to construction Surveying Clearing Excavation Assembly and erection of support structures Conductor unwinding Site restoration Dismantlement Conciliation Terms of Reference for the Siting of Wind Farms on Farmland and in Woodlands v

82 CHAPTER 4 OPERATION AND MAINTENANCE OF THE WIND FARM 4.1 Introduction Wind farm maintenance Maintenance of the overhead collector system Maintenance of wind turbines Mitigation measures respecting operation and maintenance General rules General clauses...18 CHAPTER 5 COMPENSATION OF LANDOWNERS 5.1 Introduction Total financial compensation (C g ) Compensation for the signing of the Option agreement (C 1 ) Compensation for the presence of a weather mast (C 2 ) Compensation for surface rights (C 3 ) Compensation for permanent damage outside the right-of-way (C 4 ) Additional payments (C 5 ) Compensation for temporary work space (C 6 ) Compensation for crop losses outside the right-of-way and during construction (C 7 ) Compensation for inconvenience caused by construction (C 8 ) Other compensation Compensation pertaining to a forest management plan Interest Work carried out by the owner...35 APPENDICES A B Standard contracts A1 Option contract A2 Deed of superficies Future harvest yields from private forests Terms of Reference for the Siting of Wind Farms on Farmland and in Woodlands vi

83 Chapter 1 Impacts of structures 1.1 Introduction Development and operation of wind farms may cause impacts on farmlands. The impacts can be subdivided into three broad categories. First, there are the impacts associated with the construction of the wind farm. Such impacts vary according to the type of structure and farm operation and, to a certain extent, according to the nature of the soil. They can be reduced considerably or eliminated altogether through the implementation of appropriate preventive or remedial mitigation measures (see Chapter 3 on mitigation measures). Second, the impacts resulting from the presence of the wind farm in the environment can differ according to the type of farm operation. Although these impacts cannot be eliminated, they can be attenuated in some cases by selecting optimal sites (see Chapter 2 on the siting of the structures). Finally, some impacts are produced during the dismantlement of the wind farm at the end of its useful life. As those during construction, these impacts vary according to the type of farm operation and nature of the soil. These impacts can also be considerably reduced or eliminated through the implementation of appropriate preventive or remedial mitigation measures (see Section on dismantlement measures). 1.2 Types of impacts Temporary impacts during construction The work done during construction of the wind farms will have an impact on farmland and woodlands. The main work consists of the following: Construction of access roads; Construction of foundations required for wind turbine assembly; Construction of collector system (underground or overhead) 1. Following are some of the impacts that can arise during the construction phase: Impacts associated with the staking of rights-of-way; Decrease in surface areas available for crops; Reduced crop yields due to soil compaction; 1. Collector system: Conductors and other components of the wind farm electrical system that connect the wind turbines. The system is designed to transfer the electricity generated to a switchyard. In general, an underground collector system is used for farmland and an overhead system for wooded areas. Terms of Reference for the Siting of Wind Farms on Farmland and in Woodlands 1

84 Disturbance of the topsoil layer (rocks and inert soil mixed in with the topsoil); Alteration of underground or surface drainage systems; Alteration of irrigation systems; Damage to ditches; Broken fences, which can also hinder livestock control; Noise produced by construction machinery, which can affect poultry and fur-bearing animals; Temporary disruption of certain crop operations; Damage to farm roads; Cut wood; Ruts and soil compaction; Damaged trees; Waste materials and construction debris Permanent impacts resulting from the presence of the structures Impacts stemming from the presence of the wind farms in the environment include: Loss of farmland or woodland; Loss of revenue, which may compromise the operation s profitability; Loss of time (related to having to drive around the structures, for instance); Risk of farm machinery running into the structures; Creation of enclaves; Usage restrictions and other limitations associated with easements; Alteration of irrigation systems; Changes to crop operations; Impossibility or increased danger of using airplanes for agricultural purposes; Limitations regarding land improvements (e.g. leveling, mechanical operations, ditching); Proliferation of weeds; Risk of windthrow and desiccation along rights-of-way in wooded areas; Visual impact; Noise from wind turbine operation Temporary impacts during dismantlement At the end of the wind farm s useful life, all of the facilities (including the collector system) will be removed from the site. The temporary impacts resulting from this work will be comparable to those associated with the construction phase. Terms of Reference for the Siting of Wind Farms on Farmland and in Woodlands 2

85 Chapter 2 Siting of structures 2.1 Introduction This section of the terms of reference summarizes the main criteria involved when determining the siting of wind farm facilities on farmlands. In determining the best location for the facilities to be built, the wind farm proponent strives to reduce their impact on various elements in the host environment to the greatest extent possible. Environmental impacts can be reduced to a minimum through joint planning with farmers to site the wind turbines, the overhead and underground lines and the access roads. 2.2 General considerations Choices of sites must be made in cooperation with stakeholders in the agricultural industry. The application of siting criteria can vary from region to region, depending on the type of project as well as the existing and foreseeable use of the area in question. Siting criteria must be applied in such a way as to cause the least inconvenience to farmers, while striving to establish the shortest possible distance between the structures and the collector system. 2.3 Siting criteria applicable to farmland The choice of wind turbine locations and the collector system route on farmlands must comply with the following criteria: Favor the siting of wind turbines and lines on the boundaries of or outside agricultural zones protected under the Act respecting the preservation of agricultural land and agricultural activities; Favor siting of the structures on agricultural land with the lowest potential, according to maps of potential prepared by the Ministère de l Agriculture, des Pêcheries et de l Alimentation du Québec (Québec department of agriculture, fisheries and food, or MAPAQ); Protect sugar bushes, orchards, plantations, woodlands under development, windbreaks and other high- and average-quality woodlands in the study area, while bearing in mind that a right-of-way in this type of woodland can be developed; Favor siting in poor-quality woodlands rather than on cultivated land; To minimize the loss of cropland, favor the installation of wind turbines alongside fields and, where possible, favor orientation along lot, concession or any other cadastral lines and avoid running routes diagonally across crops; Terms of Reference for the Siting of Wind Farms on Farmland and in Woodlands 3

86 Protect land that has or will have underground drainage in the short or medium term according to data available from the MAPAQ; Install structures away from farm buildings and fish breeding ponds; Avoid areas that are subject to erosion. The above siting criteria are not listed in order of importance. Their application shall vary from one region to another, depending on the nature of the project and the site (existing and foreseeable). The shortest line routes with the fewest angles possible must be chosen in cooperation with agricultural stakeholders. 2.4 Cooperation and mediation To favor mediation and mutual agreement, agricultural and forestry producers and the proponent who are under contract for the purpose of realizing a wind farm project may mandate by mutual agreement the UPA Regional Federation for the territory affected by the project in order to designate a UPA representative at the work site. Once construction work begins, the UPA representative at the work site will be responsible for such aspects as acting as liaison between the proponent, its duly designated agent, and the landowners so the work that is being carried out complies with the parameters agreed upon by the parties or those stipulated in the Terms of Reference on the Siting of Wind Farms on Farmland and in Woodlands. The proponent, the farmers and the UPA Regional Federation will agree on the specific mandate given to the UPA representative at the work site as well as the duties and remuneration of the designated representative. As applicable, the duties may consist of the following: The UPA representative may visit the premises and speak to the landowners before the work begins; The UPA representative may go to the work site during construction, complying with safety guidelines and informing the proponent or its agent in advance; At the request of a farmer or the proponent, the UPA representative may meet directly with a farmer. However, the UPA representative will need to be in constant touch with the proponent or his representative and inform him systematically of the progress of the discussions; The UPA representative may not, either directly or indirectly, communicate with the contractor in charge of the work. In the event of a problem, the UPA representative shall contact the proponent or his representative. The mandate of the UPA representative at the work site shall end once construction has been completed. Terms of Reference for the Siting of Wind Farms on Farmland and in Woodlands 4

87 Chapter 3 Mitigation measures 3.1 Introduction This section deals with mitigation measures intended to reduce the impact of the construction and operation of wind farms on farmland and in woodlands. These measures also apply, with the necessary adaptations, to the dismantling of a wind farm. Obviously, a proponent cannot completely eliminate disturbances on farms and in woodlands because of the very nature of the work and the type of equipment used. However, by applying the protective, remedial and restoration measures set out here, it can prevent various problems and limit the impacts of its projects. The proponent is committed to ensuring that these directives are followed by its employees and included in its contracts with contractors. It assumes responsibility for having the measures and the land restoration carried out in accordance with these terms of reference. 3.2 General principles The mitigation and remedial measures must enable the proponent to restore the site to its original state, insofar as is physically possible, once construction has been completed. In particular, mitigation measures are intended to restore the original fertility of cultivated land. Altered or disturbed areas are therefore leveled as quickly as is reasonably possible, unless agreement to the contrary is reached with the landowners. All construction debris is also removed from the site. The measures outlined below focus on damage prevention and describe the methods used to rectify whatever damage may occur. On site, the construction manager appointed by the proponent shall be responsible for ensuring compliance with these terms of reference. He oversees the implementation of all environmental protection measures and any special agreements reached with the landowners. The construction manager also deals with the landowners during clearing, construction and site restoration. The proponent shall assign qualified advisory staff to each construction manager. Each construction manager shall also be assigned a person who is qualified to assess construction damage and make settlements with owners. Terms of Reference for the Siting of Wind Farms on Farmland and in Woodlands 5

88 The construction manager shall be responsible for: Ensuring compliance with mitigation measures, obligations assumed or imposed under government permits, and agreements with landowners; Promptly rectifying problems that may arise on farms and in woodlands during construction; Ensuring that structures (wind turbines, buildings, etc.) are located as stipulated on the drawings and specifications; Ensuring that all authorizations have been obtained before work begins on private property; Recommending preventive measures to limit the impact of construction, for example, with respect to soil compaction and topsoil thickness; Taking the necessary measures to ensure that land and access roads are restored to their original state or better, within a reasonable time; Maintaining contact with owners in order to inform them of the progress of the work. The proponent shall notify each landowner at least two weeks prior to the start of work on his property. Subsequently, the construction manager shall maintain contact with the owners and coordinate the work in such a way that it interferes as little as possible with farming operations. The proponent must obtain permission from landowners before using property or infrastructure outside the wind turbine or collector system right-of-way for any operation or purpose. The proponent and the owner must draw up a list of installations and structures that may be affected by construction work and apply the appropriate preventive measures. As per Section 2.4, UPA representatives duly mandated by the landowners and duly authorized MAPAQ representatives may enter the construction site. For safety reasons, they must obtain permission from the construction manager designated by the proponent and be accompanied by the manager s representative. Through meetings and written directives, the proponent shall inform its personnel and the contractor s personnel of special measures to take on farms and in woodlands. When damage occurs despite preventive measures taken by the construction manager and his crew and despite the application of remedial measures, site personnel specialized in this field shall assess the damage and promptly compensate the landowners. Terms of Reference for the Siting of Wind Farms on Farmland and in Woodlands 6

89 3.3 General clauses Noise During construction, the proponent shall bear in mind the inconvenience caused by noise and make efforts to reduce it. He shall observe any noise regulations in effect. Prior to beginning the work, the proponent shall identify zones where special noise restrictions apply and indicate them in the drawings and specifications. Preventive measures shall be included in the special contract clauses and the zones clearly marked off. Near livestock operations that are potentially sensitive to noise (e.g. raising of poultry, rabbits or fur-bearing animals), precautions shall be taken to limit strident or sudden noise from dynamiting, aircraft, machinery and motor vehicles. Should noise problems arise during construction, measures shall be adopted to attenuate their impacts Farm or access roads The proponent must obtain permission from the landowner before using or building an access road outside the right-of-way. The agreement with the landowner shall include conditions governing the use of the access road. The proponent shall clearly indicate the access roads on the site. He shall install the infrastructure for such roads and maintain it for the duration of the works. When the use of an access road produces dust that is harmful to individuals or the environment, dust-control measures shall be taken. When construction has been completed, the roads shall be restored to their original state or better. Under normal use, one year (one freeze-thaw cycle) must elapse before the proponent s responsibility for restoring the roads lapses. Paved roads shall be protected from damage and kept clean at all times. Where material is required to fill ruts, it must be of the same size and type as the material used in the road. The proponent shall bring in the material or take it from sites that the landowner has approved Fences and gates After reaching an agreement with the owner, the proponent shall install gates or temporary fences at various locations where necessary to protect crops, livestock and property. Fences running along public access roads must have rigid gates to prohibit unauthorized access to the work site outside of working hours. The proponent may use one of the following procedures as regards electric fences: Install an arch; Modify the power supply so as to supply the fence from both sides of the gate. Terms of Reference for the Siting of Wind Farms on Farmland and in Woodlands 7

90 It may employ any other method that satisfies the owner. The following method shall be used to install gates: Shore up the posts on either side of the opening to maintain mechanical tension in the adjacent spans; Manually cut the wire and, if it is suitable, use it to build the gate; otherwise, the wire will be gathered up and replaced with material of equivalent or higher quality to build the gate. The proponent shall ensure that the contractor properly maintains the gates and keeps them closed at all times. Any fence or gate that is cut, removed, damaged or destroyed shall be immediately repaired or replaced with material of equivalent or higher quality. When construction has been completed, the temporary gates shall be removed, unless an agreement to the contrary is reached with the owner. Gates shall be rebuilt with material of equivalent or higher quality; props shall be left in place. If stone or pole fences have to be dismantled, the material shall be stored and re-used when the fence is restored once the work has been completed. The proponent shall maintain adequate protection systems for livestock. Any fence needed to keep out particular kinds of animals must be described in the specific mitigation measures Surface drainage The proponent shall take stock of drainage on land where construction is to take place and shall install any bridges, culverts, fords or drainage diversions needed to ensure normal, continuous drainage in ditches, trenches or other channels affected by construction. The proponent shall obtain the landowner s permission before using an existing bridge or culvert and shall properly maintain any bridges or culverts and carry out the necessary repairs. An agricultural engineer or the proponent s agricultural representative on the site must approve any change in surface drainage anticipated for the duration of construction. Throughout construction, the proponent must ensure that surface drainage systems remain in working order and that ditches are kept free from obstructions. Culverts installed by the proponent must be at least 3.5 m long, installed 10 cm below the bottom of ditches and covered with at least 30 cm of earth. Moreover, they must be wide enough to allow water to flow freely. If a bridge deck is installed, it must cover the banks sufficiently to ensure their stability. Terms of Reference for the Siting of Wind Farms on Farmland and in Woodlands 8

91 Once construction is completed, unless an agreement to the contrary is reached with the owner, the proponent shall remove the bridges and culverts that were temporary installed, clean ditches and restore banks to their original state. Before construction begins, the proponent shall identify wells and sources of drinking water that may be affected by construction work and, if need be, establish specific mitigation measures to protect them. Water samples shall be taken prior to, during and after construction to ensure that the quality and quantity of water are unaltered. In the event of a decrease in water quality or quantity, the proponent shall take the necessary steps to eliminate the cause of contamination or reduced water flow. The proponent must remove any accumulation of sediments in a ditch or waterway resulting from construction and affecting the normal flow of drainage systems Underground drainage Before construction commences, the proponent shall locate underground drainage systems in the work zone, based on indications supplied by the owner. During construction, the proponent shall ensure that roads on the land are not built over the drains. On land with low bearing capacity, areas where drains are crossed by roads shall be protected. Should drains be punctured during excavation, uninterrupted flow must be assured in upstream drains and a plug installed in the downstream drain to prevent permanent or temporary obstructions. A marker must be left in place until the drain is repaired. Before the excavation is filled, the proponent shall repair any damaged drains and ensure that the drainage system is operating properly, according to MAPAQ standards governing drains. If ruts are created and there is a risk of the drains collapsing, the landowner may demand that they be verified by excavation. If a damaged drain must be repaired, the proponent shall notify the owner so that he can be present during the repair. For extensive repairs, the proponent or the owner may request that they be done by a specialized contractor. Both parties must approve the repair work before filling. In the case of an underground drainage plan yet to be developed that must be altered because of the construction work, the proponent shall have the designer modify the drainage plan at its expense. The following year, in the spring and fall, the proponent shall return to the site with the owner to verify the proper operation of the drainage system affected by the construction. Terms of Reference for the Siting of Wind Farms on Farmland and in Woodlands 9

92 3.3.6 Traffic on the land This measure applies solely to cultivated land. The location of the access roads is determined on the basis of the least impact on farming operations, and, wherever possible, the roads are located alongside fields with an orientation along lot, concession or any cadastral lines, while avoiding having routes run diagonally across crops. The road to be used by the contractor over the land must be established in advance by the proponent. These access roads shall, in some cases (e.g. sensitive areas, special arrangements made with the owner), be marked out on the site. The proponent shall ensure that the access roads do not prevent the owner or occupant from entering neighboring fields. Ruts shall be leveled if they hinder farm operations. Depending on the season and the nature of the soil, the proponent shall restrict access by vehicles and machinery that are too heavy to travel on the land without disturbing it. When construction has been completed, the proponent shall remove the temporary structures and restore the land to its original state, according to the requirements stipulated in Section on farm or access roads Soil compaction This measure applies solely to cultivated land. Under certain unfavorable conditions (such as soaked soil, winter thaws, etc.), construction work may compact the soil to a greater or lesser degree, depending upon stoniness, vegetation and soil type. To minimize damage, the following measures are advocated: Schedule the work during seasons when the bearing capacity of the soil is best; Restrict access by certain vehicles or machinery if the soil has insufficient bearing capacity; Use only track vehicles or vehicules with extra-wide tires; Limit traffic to one lane and keep the number of vehicle trips to a minimum; Use a bearing mat or mattress; Suspend certain phases of the work when conditions are unsatisfactory; Implement any other relevant method recommended by the agricultural specialist. When construction has been completed, the proponent shall apply as needed the measures provided for in Section with regard to site restoration. Should soil compaction occur despite the proposed measures, the proponent shall decompact the soil once the work has been completed, according to the measures in Section 3.46 on site restoration. Terms of Reference for the Siting of Wind Farms on Farmland and in Woodlands 10

93 3.3.8 Smoke, dust and other pollutants The proponent shall ensure that the contractor s equipment operates according to the manufacturer s specifications. Should problems arise during construction, the proponent shall take remedial action such as the application of dust-control products, the installation of filters or the withdrawal of certain equipment. Equipment must be free of leaking oil, gasoline or other pollutants. Dumping and burying of these products are prohibited. When work commences, the proponent shall give the contractor a used oil recovery log and shall check it throughout the project. In the event that a pollutant is accidentally spilled as a result of a defect or mechanical breakdown, the area affected must be quickly cordoned off and the product flow stopped with an absorbent material. If need be, the affected topsoil shall be removed and replaced with topsoil from an authorized site. Clean-up, especially at each support structure site, shall be an integral part of each phase of construction. Machinery must be equipped with waste containers. On farms, no burning or burying of waste from the site shall be permitted. Such refuse must be transported to an authorized dump. In woodlands, waste burning and stump burying may be authorized. 3.4 Clauses pertaining to construction Surveying On cultivated land, stakes indicating structure locations shall normally be driven into the ground near fences or ditches close by. When no such landmarks are available, the proponent shall drive 30-cm wooden stakes all the way into the ground so that farm equipment does not catch on them. Stakes driven into cultivated land must be clearly visible so that farmers can remove them, if need be, for tilling and harvesting Clearing The proponent shall ensure that clearing causes the least possible disturbance and allows for the orderly disposal of unusable waste wood. Clearing methods A, B and C shall be clearly indicated on the site and must be complied with: MODE A MODE B All trees, bushes and brush higher than 1 m are cut manually or mechanically. All bushes up to a height of 3 m, except the stems of species that grow too quickly, are preserved, as well as the stumps and root systems of cut trees. Stacking is not permitted in these areas. Where mechanized equipment is required, it must exert little pressure on the ground and always travel on the same path. Terms of Reference for the Siting of Wind Farms on Farmland and in Woodlands 11

94 MODE C Only manual, selective cutting is done, and the maximum height of trees to be preserved is indicated for each area. Trees exceeding this height must be cut down, trimmed, cut into sections and left in the undergrowth with cutting residues. For the collector system, a strip 5 m wide must be cleared in the centre of the right-of-way to allow for conductor unwinding. Clearing methods B and C are recommended for sensitive areas such as peat bogs, riverbanks, erosion areas and so on, and for sites with sufficient space to leave the trees or in areas where screens are required for esthetic reasons. Trees shall be felled so that they fall inside the work areas or the collector system right-ofway to avoid damaging the unfelled trees. The contractor must burn, chip or remove from the right-of-way all waste, stumps, crowns, brush, branches and other wood debris. 2 Burying them on site or stacking them on the edge of the woodland is prohibited unless the owner s express consent has been obtained. Main branches that are broken must be cut clean near the trunk to promote rapid scarring. Damaged trunks must also be properly treated. Wood must be cut to commercial length for pulp or saw timber, i.e. 4 feet, 6 feet, 8 feet, 10 feet, or 12 feet or more, depending on the requirements of the local market and the owner s wishes. The wood must be stacked either along the construction road or in a place agreed upon in advance by the owner and the proponent and located within 100 m of the cutting site. In all instances, the cut wood must not be moved more than 100 m. It is understood that the landowner may recover all or part of the wood, at his expense and risk, as it is cut, provided that the wood is not to be used for some other purpose by the proponent or its representatives. The proponent shall ensure that areas in which clearing methods B and C were used are properly restored. The proponent may have the landowner undertake the initial clearing, for remuneration equivalent to the average price paid by the proponent for such work Excavation This measure applies to cultivated land. On the excavation site, the topsoil must be separated from the inert soil and dumped in a place where it can be recovered. The thickness of the layer of topsoil to be removed shall be established on the basis of agricultural practice but must not exceed 30 cm. Should excavated material not be used as fill, it must be dumped in an authorized place or a place agreed upon with the owner, in accordance with environmental standards. However, if the material is to be used as fill, it must be stored temporarily. It must not be mixed with topsoil. To this end, the surface topsoil should first be removed at the storage site and placed on a membrane. 2. This directive does not apply to stumps in forests. Terms of Reference for the Siting of Wind Farms on Farmland and in Woodlands 12

95 Should backfilling require granular material, the latter shall be deposited as needed in the excavation. If it is necessary to store granular material on the construction site, the surface topsoil must first be removed. Traffic around the excavation sites shall be kept to a minimum. Work shall be planned so as to avoid mixing inert soil and topsoil. Piles of topsoil dumped at the foot of structures must not exceed 15 cm in height in relation to the surrounding soil, which is sufficient to compensate for differential settling. Should inert soil and topsoil be mixed despite the precautions taken, the first 30 cm shall be replaced by arable soil from an area approved by the proponent and landowner, and measures shall be taken to restore fertility. The same applies should gravel be spread accidentally. Precautions must be taken to ensure that sediment pumped out of excavations does not spread into waterways or neighboring ditches. The pumped water shall be placed in ponds with filtering membranes; sediment shall be disposed of as it is removed, by truck or any other means such as a separating pump. Fences shall be built around unsupervised excavations. They must be safe and adapted to surrounding conditions. Fill material shall be compacted in accordance with specifications and the layer of topsoil shall be restored to its original thickness. If rocks come to the surface as a result of excavation, they shall be removed from the site either mechanically or manually, until the condition of the site is similar to that of the surrounding area. The material gathered up shall be disposed of at an authorized site or a place accepted by the two parties, in compliance with environmental standards. If leveling is required, the contractor must first remove the topsoil and put it aside, then return it to the original site once the work has been completed. When excavation is performed during the winter, snow must first be removed from the work area and the storage sites before excavation begins. Before backfilling, snow shall first be removed from the excavation and the fill material Assembly and erection of structures The wind turbines and collector system must be assembled in such a way as to cause as little disturbance as possible to crops and farming operations. The work area must be kept to a minimum and clearly marked. All metallic debris must be removed from the site. The proponent shall ensure that no debris remains on the property and shall use a metal detector if necessary. Terms of Reference for the Siting of Wind Farms on Farmland and in Woodlands 13

96 3.4.5 Conductor unwinding Special precautions shall be taken to protect persons, animals, crops and vegetation during conductor unwinding. Where possible, the proponent shall choose areas with the least agricultural value as unwinding areas. The space required must be minimal and it must be clearly marked. Wires and other metallic debris shall be picked up immediately. Excavations for conductor anchors or conductor burial must be allowed to dry. Moreover, fill material must be packed and surface topsoil must be restored to a depth of 30 cm at all anchor points Site restoration As soon as possible after construction, the proponent shall take measures to restore disturbed property to its original state. The land shall first be levelled and ruts filled in to obtain a uniform working surface. Soil samples shall be taken in various places on farms prior to and after construction to ascertain the level of fertility. Depending on the results, the proponent shall implement one or more of the following measures to promote the quick restoration of crops: Work the land using a mould board plow or a chisel plow to the depth desired by the owner (up to 25 cm); Loosen the soil to the depth desired by the owner (up to 15 cm), using techniques appropriate to the type of soil (e.g. disc harrow, roto spader, spike-tooth harrow); Run a chisel plow over the land to the depth desired by the owner (up to 40 cm); Run a subsoiler 3 over the land to the desired depth, soil and underground drainage conditions permitting. After two growing seasons, the land must be analyzed to ascertain whether its original productivity has been restored; Bury organic matter, manure or chemical fertilizer in order to restore the land s fertility, bearing in mind the recommendations of the Centre de référence en agriculture et agroalimentaire du Québec (CRAAQ) and the owner s crop-rotation practices; Remove rocks up to 8 cm in diameter or until conditions are comparable to those of the surrounding land. 3. A caterpillar tractor should be used for this operation. The subsoiler must be equipped with variable-spacing colters adaptable to different types of soil. The colters must be equipped with duck-foot shanks. Terms of Reference for the Siting of Wind Farms on Farmland and in Woodlands 14

97 All of these operations must be done when the ground is in the best possible condition and they may be repeated. Depending on the time of year when restoration work is carried out, the land may be reseeded according to criteria established by the landowner. The proponent must remove temporary structures and installations, such as fences, bridges and ditches, and restore the land and existing installations to their original state. On sites where the disturbance of soil due to construction may cause erosion, measures shall be adopted to stabilize the affected areas. Such measures shall rely on one or more of the following methods: Retaining embankments; Diffusers; Furrows or diversion ditches perpendicular to the slope designed to channel runoff into areas covered with vegetation; Levelling and banking; Gabions, sand bags, grids or mesh; Any other measure deemed acceptable by the agricultural specialist; Re-seeding; Mulch. Typical explanatory plans with technical specifications shall be provided for the most common cases. The proponent shall have plans drawn up for specific cases. When the work has been completed, the proponent (or his representative) and the landowner shall visit the land where the work has been performed and the access roads to ensure that all debris has been removed and that the site has been restored to the owner s satisfaction Dismantlement Upon expiration of the surface rights, and unless a specific agreement between the Landowner and Superficiary has been reached, the Superficiary agrees to remove at its own expense the wind turbine facilities and structures that were installed and restore the subsoil to its original condition. The upper layer (one meter) of the concrete bases will be removed and covered with a layer of topsoil. The surface will be restored for farming or reforested as agreed upon with the landowner. Terms of Reference for the Siting of Wind Farms on Farmland and in Woodlands 15

98 3.5 Conciliation Should a landowner and the proponent disagree, the dispute may, at the discretion of either party, be submitted to a conciliator. The parties may agree in advance on a list of persons qualified to act as conciliator. Should a disagreement arise, either party may call upon one of the conciliators named in the list, according to procedures to be agreed upon. The conciliator is responsible for attempting to find an amicable solution to the dispute submitted to him. His recommendations are not binding on either party. Depending on the conciliator s decision, one of the parties shall assume the cost of the conciliation. Terms of Reference for the Siting of Wind Farms on Farmland and in Woodlands 16

99 Chapter 4 Operation and maintenance of the wind farm 4.1 Introduction During operation and maintenance of the wind farm, land use is maintained except within the boundaries of the right-of-way defined in the Deed of superficies 4. No fences are installed around the facilities (turbine platform, collector system components, etc.) so that the areas used during construction can be available for farming or reforesting. The proponent conducts visits, inspections and repairs to ensure the reliability of the wind farm. This section describes the methods the proponent uses to ensure respect for private property during maintenance and operation of the wind farm. 4.2 Wind farm maintenance Maintenance of the overhead collector system Collector system overhead-line maintenance encompasses work on support structures, insulators, conductors and accessories. The main activities fall into the following categories: Visits and inspections; Repairs; Major maintenance (such as restoration, renovation and rebuilding) Maintenance of wind turbines The wind farm is usually controlled and monitored remotely in a semi-automatic fashion through an electronic system. Such a system allows certain wind turbine operating parameters to be modified, the production rate to be set, emergency shutdowns to be made, etc., thus limiting physical access to the site. Wind turbine maintenance and operation are done in accordance with the program established by the manufacturer. Periodic maintenance includes the lubrication of parts, tightening of bolts, changing of hydraulic filters and oil, and routine tests. 4. A sample Deed of superficies is provided in Appendix A. Terms of Reference for the Siting of Wind Farms on Farmland and in Woodlands 17

100 4.3 Mitigation measures respecting operation and maintenance General rules The following general rules make it possible to mitigate the impact of wind farm maintenance on farms and in woodlands: The proponent must obtain the owner s permission before using his property outside the wind turbine or collector system right-of-way for the purpose of wind farm maintenance. The proponent must obtain from each owner a list of vulnerable elements on the farm or in the woodland and agree with the landowner on procedures to protect them or at least to attenuate the effects of maintenance measures on them. The proponent shall designate resource persons in its regional offices to provide farmers and forestry producers with technical information on wind farm maintenance. The proponent alone shall be responsible for the implementation of mitigation measures respecting wind farm maintenance on farms and in woodlands. During maintenance, the proponent shall apply mitigation measures concerning noise, farm or access roads, fences and gates, surface and underground drainage, traffic, soil compaction, smoke, dust and other pollutants, and site restoration. However, it is acknowledged that all of the foregoing measures cannot be complied with in an emergency, for example, in the event of outages caused by a storm or a major equipment failure. Should property be damaged or crops lost as a result of maintenance work, the proponent shall compensate the landowner General clauses Noise During maintenance work, the proponent shall bear in mind the inconvenience caused by noise and make efforts to reduce it. Where noise regulations are in effect, the proponent shall comply with them and, to this end, keep the appropriate files up to date. In areas where animals that are potentially sensitive to noise are raised (e.g. poultry, rabbits and fur-bearing animals), precautions shall be taken to limit strident or sudden noise, especially that caused by machinery and maintenance vehicles. Should problems related to noise arise during maintenance work, measures shall be adopted to attenuate its effects. Terms of Reference for the Siting of Wind Farms on Farmland and in Woodlands 18

101 Farm and access roads The proponent must obtain permission from the landowner involved before using or building an access road. The agreement concluded with the landowner shall indicate conditions governing the use of the access road. When the use of an access road produces dust that is harmful to individuals or the environment, measures shall be adopted to reduce it. If farm and access roads are damaged during the course of maintenance and operation work, they must be restored to their original state or better, using materials of the same nature and size as the materials making up the roads. Under normal use, one year (one freeze-thaw cycle) must elapse before the proponent s responsibility for restoring the roads lapses. Paved roads shall be protected from damage and shall be kept clean at all times Fences and gates After reaching an agreement with the landowner, the proponent shall install gates or temporary fences where necessary to protect crops, livestock and property. Fences running along public access roads must have rigid gates to prohibit unauthorized access to the site outside of maintenance hours. The proponent may use one of the following procedures as regards electric fences: Install an arch; Modify the power supply in order to supply the fence from both sides of the gate. Gates are installed as follows: Shore up posts on either side of the opening to maintain mechanical tension in adjacent spans; Manually cut the wire and, if it is suitable, use it to build the gate; otherwise, the wire shall be gathered up and replaced with material of equivalent or higher quality to build the gate. The proponent shall ensure that the contractor responsible for maintenance properly maintains the gates and keeps them closed at all times. Any fence or gate that is cut, removed, damaged or destroyed shall be immediately repaired or replaced with material of equivalent or higher quality. When the maintenance work has been completed, temporary gates shall be removed, unless an agreement to the contrary is reached with the owner. Terms of Reference for the Siting of Wind Farms on Farmland and in Woodlands 19

102 If stone or pole fences have to be dismantled, materials shall be stored and re-used when the fence is restored once the maintenance work has been completed. The proponent shall maintain adequate protection systems for livestock. Any fence needed to keep out particular kinds of animals shall be described in the specific mitigation measures Surface drainage The proponent shall take stock of drainage on land where maintenance work is being done and shall install any bridges, culverts, fords or drainage diversions needed to ensure normal, continuous drainage in ditches, trenches or other channels affected by maintenance work. The proponent must obtain the landowner s permission before using an existing bridge or culvert and shall properly maintain said bridge or culvert and carry out the necessary repairs. An agricultural engineer or the proponent s maintenance supervisor must approve any change in surface drainage anticipated for the duration of maintenance work. Throughout the maintenance work, the proponent must ensure that surface drainage systems are kept in working order and that ditches are kept free from obstructions. The culverts that the proponent installs must be at least 3.5 m long, installed 10 cm below the bottom of ditches and covered with at least 30 cm of earth. Moreover, they must be wide enough to allow water to flow freely. When a bridge deck is installed, it must cover the banks sufficiently to ensure their stability. Once maintenance work is completed, unless an agreement to the contrary is reached with the landowner, the proponent shall remove the temporary bridges and culverts, clean ditches and restore banks to their original state. Before maintenance work begins, the proponent shall identify wells and sources of drinking water that may be affected and, if need be, establish specific measures to protect them. Water samples shall be taken prior to, during and after major maintenance work to ensure that the quality of water is unaltered. In the event of a decrease in the quality of the water, the proponent shall take the necessary steps to eliminate the cause of contamination. The proponent must remove all accumulation of sediments in a ditch or waterway resulting from major maintenance work and affecting the normal flow of drainage systems. Terms of Reference for the Siting of Wind Farms on Farmland and in Woodlands 20

103 Underground drainage Before maintenance work commences, the proponent shall locate underground drainage systems in the work zone, based on indications supplied by the owner. During major maintenance work, the proponent shall ensure that roads are not built over any drains. On land with low bearing capacity, areas where drains are crossed by roads shall be protected. Should drains be punctured during excavation, the proponent must ensure uninterrupted flow in upstream drains and install a plug in the downstream drain to prevent permanent or temporary obstructions. A marker must be left in place until the drain is repaired. Before the excavation is filled, the proponent shall repair any damaged drains and ensure that the drainage system is operating properly, according to MAPAQ standards governing drains. If ruts are created and there is a risk of the drains collapsing, the landowner may demand that they be verified by excavation. If a damaged drain must be repaired, the proponent shall notify the landowner so that he can be present during the repair. For extensive repairs, the proponent or the landowner may request that they be done by a specialized contractor. Both parties must approve all work before backfilling. In the case of a farm with an underground drainage plan yet to be developed that must be altered because of maintenance work, the proponent shall have his designer modify the drainage plan at its expense. In the spring and fall following the maintenance work, the proponent shall return to the site with the landowner to verify the proper operation of the drainage system affected by the work Traffic over the land This measure applies solely to cultivated land. The location of the access roads is determined on the basis of the least impact on farming operations, and, wherever possible, the roads are located alongside fields with an orientation along lot, concession or any cadastral lines, while avoiding having routes run diagonally across crops. The road to be used by the contractor over the land must be established in advance by the proponent. These access roads shall, in some cases (e.g. sensitive areas, special arrangements made with the owner), be marked out on the site. The proponent shall ensure that the access roads do not prevent the landowner or occupant from entering neighboring fields. Ruts shall be levelled if they hinder farm operations. Terms of Reference for the Siting of Wind Farms on Farmland and in Woodlands 21

104 Depending on the season and the nature of the soil, the proponent shall restrict access by vehicles and machinery that are too heavy to travel on the land without disturbing it. When maintenance work has been completed, the proponent shall remove the temporary structures and restore the land to its original state, according to the requirements stipulated in Section on farm and access roads Soil compaction This measure applies solely to cultivated land. Under certain unfavorable conditions (such as soaked soil, winter thaws, etc.), major maintenance work may compact the soil to a greater or lesser degree, depending upon stoniness, vegetation and soil type. To minimize damage, the following measures are advocated: Schedule maintenance work during seasons when the bearing capacity of the soil is best; Except in the case of an emergency, restrict access by certain vehicles or machinery if the soil has insufficient bearing capacity; Use only track vehicles or vehicles with extra-wide tires; Limit traffic to one lane and keep the number of vehicle trips to a minimum; Use a bearing mat or mattress; Suspend certain phases of the work when conditions are unsatisfactory; Implement any other relevant method recommended by the agricultural specialist. When maintenance work has been completed, the proponent shall apply as needed the measures provided for in Section with regard to site restoration Smoke, dust and other pollutants The proponent shall ensure that the maintenance contractor s equipment operates according to the manufacturer s specifications. Should problems arise when maintenance work is being done, the proponent shall take remedial action such as the application of dustcontrol products, the installation of filters or the withdrawal of certain equipment. Equipment must be free of leaking oil, gasoline or other pollutants. Dumping and burying of these products are prohibited. When major maintenance work commences, the proponent shall give the contractor a used oil recovery log and shall check it throughout the project. In the event that a pollutant is accidentally spilled as a result of a defect or mechanical breakdown, the area affected must be quickly cordoned off and the product flow stopped with an absorbent material. If need be, the affected topsoil shall be removed and replaced with topsoil from an authorized site. Terms of Reference for the Siting of Wind Farms on Farmland and in Woodlands 22

105 Clean-up, especially at each support structure site, shall be an integral part of each phase of major maintenance. Machinery must be equipped with waste containers. On farms, no burning or burying of waste from the site shall be permitted. Such refuse must be transported to an authorized dump. In woodlands, waste burning and stump burying may be authorized Site restoration As soon as possible after the major maintenance work, the proponent shall take measures to restore disturbed property to its original state. The land shall first be leveled and ruts filled in to obtain a uniform working surface. Soil samples shall be taken in various places on farms prior to and after the maintenance work to ascertain the level of fertility. Depending on the results, the proponent shall implement one or more of the following measures to promote the quick restoration of crops: Work the land using a mould board plow or a chisel plow to the depth desired by the owner (up to 25 cm); Loosen the soil to the depth desired by the owner (up to 15 cm), using techniques appropriate to the type of soil (e.g. disc harrow, roto spader, spike-tooth harrow); Run a chisel plow over the land to the depth desired by the owner (up to 40 cm); Run a subsoiler 5 over the land to the desired depth, soil and underground drainage conditions permitting. After two growing seasons, the land must be analyzed to ascertain whether its original productivity has been restored; Bury organic matter, manure or chemical fertilizer in order to restore the land s fertility, bearing in mind the recommendations of the Centre de référence en agriculture et agroalimentaire du Québec (CRAAQ) and the owner s crop-rotation practices; Remove rocks up to 8 cm in diameter or until conditions are comparable to those of the surrounding land. All of these operations must be done when the ground is in the best possible condition and they may be repeated. Depending on the time of year when restoration work is carried out, the land may be reseeded according to criteria established by the landowner. The proponent must remove any temporary structures and installations, such as fences, bridges and ditches, and restore the land and existing installations to their original state. 5. A caterpillar tractor should be used for this operation. The subsoiler must be equipped with variable-spacing colters adaptable to different types of soil. The colters must be equipped with duck-foot shanks. Terms of Reference for the Siting of Wind Farms on Farmland and in Woodlands 23

106 On sites where the disturbance of soil due to construction may cause erosion, measures shall be adopted to stabilize the affected areas. Such measures shall rely on one or more of the following methods: Retaining embankments; Diffusers; Furrows or diversion ditches perpendicular to the slope designed to channel runoff into areas covered with vegetation; Leveling and banking; Gabions, sand bags, grids or mesh; Any other measure deemed acceptable by the agricultural specialist; Re-seeding; Mulch. Typical explanatory plans with technical specifications shall be provided for the most common cases. The proponent shall have plans drawn up for specific cases. When maintenance work has been completed, the proponent s representative and the landowner shall visit the land where the work has been performed and the access roads to ensure that all debris has been removed and that the site has been restored to the owner s satisfaction. Terms of Reference for the Siting of Wind Farms on Farmland and in Woodlands 24

107 Chapter 5 Compensation of landowners 5.1 Introduction This section deals with the financial compensation that the Optionholder or Superficiary shall pay the owners of property needed for the purpose of developing a wind farm project. All of the financial compensation formulas and amounts are for reference purposes to facilitate negotiation. Such compensation applies to construction, wind farm operation and maintenance, and the dismantling of the wind farm. The rules governing compensation in respect of farms apply to the territory covered by the Act respecting the preservation of agricultural land and agricultural activities and defined as an agricultural zone by Québec government order-in-council. The rules governing compensation in respect of woodlands apply to the territory covered by the Act respecting the preservation of agricultural land and agricultural activities and defined as an agricultural zone by Québec government order-in-council and all private Québec forests used for production. In exchange for the compensation offered in the option, any landowner who signs an Option agreement 6 in favor of the Optionholder must allow the Optionholder, as soon as it exercises the option, to access the land in question, install its equipment there and begin the construction and installation of power lines, wind turbines or other power system facility, for the purposes and in the manner stipulated in the Option agreement, as well as sign a Deed of superficies at the Optionholder s first request. 5.2 Total financial compensation (C g ) The following formula summarizes the elements to be included when compensation is calculated for the Option agreement and Deed of superficies, the damages and the inconvenience related to a wind farm construction project on farms and in woodlands: where: C g = C 1 + C 2 + C 3 + C 4 + C 5 + C 6 + C 7 + C 8 C g is the total financial compensation to be paid to the owner; C 1 is the compensation for signing of the Option agreement; C 2 is the compensation for the presence of a weather mast; 6. A sample Option agreement is provided in Appendix A. Terms of Reference for the Siting of Wind Farms on Farmland and in Woodlands 25

108 C 3 is the compensation for the surface rights title, which includes the required easements; C 4 is the compensation for permanent damage outside the right-of-way; C 5 is the additional payments (individual and collective); C 6 is the compensation for temporary work space 7 ; C 7 is the compensation for the loss of crops outside the right-of-way and during construction 7 ; C 8 is the compensation for inconvenience caused by construction work Compensation for the signing of the Option agreement (C 1 ) The Option agreement is a privately signed legal document through which the landowner cedes to another party (the Optionholder) the irrevocable option to acquire a real, unencumbered, perpetual surface right for the construction and operation of a wind farm on a strip of land that forms the base for the surface right, called right-of-way. In exchange, the Optionholder, upon exercising the option, agrees to acquire the surface right for a certain price, which is paid at the time the Deed of superficies is signed Technical information on land When, prior to the construction of the wind farm, the Optionholder asks for written permission from the owner to carry out technical and geotechnical work other than surveying or work related to installing a weather mast that requires the use of machinery, vehicles or equipment on the owner s land, the Optionholder shall pay the owner $450 in compensation Signing of the Option agreement For the agreement involving the granting of an option on farms and in woodlands, the Optionholder pays each landowner the higher of the following two amounts: An annual amount of forty cents ($0.40) per hectare per year of land under the option; An annual amount of $450. Such compensation is paid within 30 days of signing the Option agreement and at each anniversary date. The initial term of the Option agreement is determined by the parties and can be renewed once by the Optionholder under the same terms. The total term of the Option agreement cannot exceed five (5) years, unless the Optionholder has an electricity supply contract with Hydro-Québec and an additional term is required under this contract. 7. Applies to construction, rehabilitation, renovation, reconstruction and dismantlement projects. Terms of Reference for the Siting of Wind Farms on Farmland and in Woodlands 26

109 5.2.2 Compensation for the presence of a weather mast (C 2 ) As soon as the Option agreement has been signed and before a wind farm is built, the Optionholder can install one or more weather masts on the property covered by the Option agreement. The initial compensation payment shall be made prior to the start of construction of the weather mast. Any subsequent annual payments shall be made on the anniversary date of the initial payment. The above annual compensation shall no longer be paid to the owner when one of the following events occurs: The weather mast has been dismantled; The Optionholder exercises the option; in such a case, any weather masts must be contained within the right-of-way defined in the Deed of superficies On farms On cultivated land, encumbrance resulting from the weather mast is compensated by taking into account the arable land surface lost, the additional cost of driving around it and the cost of maintaining the uncultivated space. Compensation is 20% per year of the amount obtained, i.e.: where: C MA = S M X V M X 20% C MA S M V M is the annual compensation for the presence of a weather mast; is the surface area (in hectares) of the quadrangle formed by the weather mast attachment points on the ground; is the market value of the farmland per hectare In woodlands The owner of a woodland shall receive, as annual compensation for the presence of a weather mast, 20% of $150 per support point and anchor point, up to a maximum of $150 per weather mast per year. In addition, the woodland owner shall be compensated for 100% of the value of felled standing trees. Terms of Reference for the Siting of Wind Farms on Farmland and in Woodlands 27

110 5.2.3 Compensation for surface rights (C 3 ) The Optionholder, at the time the option is exercised, agrees to acquire surface rights for a certain price, which is paid at the time the Deed of superficies is signed. All wind farm facilities must be located within the surface area (right of way) covered by the surface rights unless a competent authority establishes that the use of land taken by certain components of the facilities must be by way of right of way. In that case, for the purposes of the application of the terms of reference, and particularly for the purposes of this section, a surface right and a right of way shall be treated the same way. The term wind farm facilities shall include the following: wind turbines, Electric Power Collection System Facilities, power storage facilities, telecommunications equipment, power generation facilities to be operated jointly with large-scale wind farms, roads, weather observation towers and wind measurement equipment, control buildings, maintenance work sites, parking lots and related facilities and equipment On farms Compensation paid for any farmland covered by the surface rights title shall be established as follows: C DS = (S O R A ) + V CA where: C DS is the compensation for the surface rights (paid as a single payment); S O is the surface area covered by the surface rights (right-of-way); R A is the present value of the rent for the property per hectare; V CA is the present value of the loss of crops on the surface area covered by the surface rights, as determined by a specialist for the duration of the surface rights. The present value of the rent is calculated using the following formula: where: R A = [ 1 - ( 1 + T ) -D ] x ( V M X 1.5 ) D is the term of the surface rights; V M is the market value of the farmland per hectare; T is the discount rate of 3.5%. 8 8 Rated based on the Agreement on the Siting of Power Transmission Lines on Farms and Woodlands. Terms of Reference for the Siting of Wind Farms on Farmland and in Woodlands 28

111 The present value of the loss of crops is calculated using the following formula : where: V CA = V C X { [ 1 - ( 1 + T ) -D ] / T } V C is the annual value of the loss of crops on the surface area covered by the surface rights, as determined by a specialist; D is the term of the surface rights; T is the discount rate of 3.5%. 8 At the owner s option, the compensation may be paid as a single payment payable upon signature of the Deed of superficies (V CA ) or as an annual payment calculated using the V CA value, the 3.5% rate and the term of the surface rights as the redemption period. In this latter case, the annual payment is revised at the end of each 5-year period, taking into account changes in crops, if need be. The annual payment option may be converted into a single payment calculated for the remaining duration of the surface rights at the end of any 5-year period or when the Deed of superficies is assigned. Terms of Reference for the Siting of Wind Farms on Farmland and in Woodlands 29

112 In woodlands Compensation for the surface rights in a private forest used for production is based on the value of the woodlands affected, according to generally accepted methods and principles in forestry assessment. The main criteria in woodlands are: The specific composition, distribution, development and volume of wood in the forest; The local and regional value of forest products in relation to requirements respecting dimension and quality and the use to which the products are put. Tables or lists of the prices used for each region of Québec are published annually (in early July) in the joint plans approved by the Régie des marchés agricoles; The value of standing timber; for instance, the value of the standing timber can be estimated at 50% of the roadside price ( au chemin de camion ). The compensation paid to the owner of any woodland subject to an easement is made up of the following components. Forest inventory Compensation in respect of the forest inventory subject to surface rights is established as follows: C DS = S O R A where: C DS is the compensation for the surface rights; S O is the surface area covered by the surface rights; R A is the present value of the rent of the property per hectare. Rent is calculated as follows: R A = [ 1 - ( 1 + T ) -D ] x ( V m X 1.5 ) where: D is the term of the surface rights; V M is the market value of the farmland per hectare; T is the discount rate of 3.5%. 8 Terms of Reference for the Siting of Wind Farms on Farmland and in Woodlands 30

113 Standing timber Compensation in respect of standing timber is based on the volume inventoried during the forest inventory. To this end, timber stands are first identified, then the volume of merchantable timber is assessed, based on the continuous strip method or any other recognized method. In the case of tree plantings, compensation is established using the Bolghari and Bertrand yield tables. Future harvest (sugar bushes) The value of operational sugar bushes is established according to recognized techniques, based on a minimal tapping diameter of 20 cm. The income approach shall be used to establish the value at the tap by calculating the discounted net income based on a perpetual annual loss and a discount rate of 3.5%. Net income is established according to the following values: The average annual maple syrup harvest over the past five years; The average adjusted price over the past five years; Gross income; The variable operating expenses recognized by the Centre de références en agriculture et agroalimentaire du Québec (CRAAQ) and specific to sugar bush. 9 In the case of sugar bushes that are not harvested, compensation is established using the income approach and data recognized by CRAAQ. Sugar bushes that are designated as not harvested must offer a tapping potential of at least 150 taps per hectare at the time of the assessment. The calculation of net income relies on the same procedures as in the case of operational sugar bushes, with the exception of fixed expenses, which are included in the net income of sugar bushes that are not harvested. Compensation for potential sugar bushes is established using the income approach and data recognized by CRAAQ. To be designated potential sugar bushes, they must be undergoing regeneration and have a density of 150 maple trees per hectare. Net income in perpetuity is considered, which is discounted to take into account the number of years that remain until a diameter of 20 cm is achieved. The calculation of net income relies on the same values as in the case of sugar bushes that are not harvested. For all types of sugar bushes, the value at the tap is based on the status of the sugar bush as a whole. 9. Fixed expenses such as overhead and amortization are not used to calculate net income. Terms of Reference for the Siting of Wind Farms on Farmland and in Woodlands 31

114 Damage along the right-of-way The Superficiary shall pay compensation equivalent to 100% of the value of the timber, based on a 5-m strip on either side of the right-of-way, for damage along the right-of way. In the case of a sugar bush, the compensation shall be equivalent to 100% of the value of the output derived from a 12.5-m strip on either side of the right-of-way. Such compensation entitles the Superficiary to cut all trees within the strip that may hinder the operation of the wind farm, without additional compensation. If, because of the implementation of equipment and facilities required for the operation of the wind farm, the landowner sustains damage along the right-of-way that exceeds the value of the compensation stipulated in the preceding paragraph, the Superficiary shall assess such damage and grant compensation for the excess damage Compensation for permanent damage outside the right-of-way (C 4 ) On cultivated land, permanent damage caused to the crops outside the right-of-way by the facilities and equipment required for the operation of a wind farm is compensated by the Superficiary. Upon signature of the Option agreement, the owner must choose between the two following compensation formulas: a streamlined method (Formula A) or an evaluation, done by a specialist, of the actual cost of the damage incurred (Formula B): Formula A: where: C DP = V M X S T C DP is the compensation for permanent damage outside the right-of-way; V M is the market value of the farmland per hectare; S T is the total surface area (in hectares) of the right-of-way (minimum surface area of 1 ha). The applicable compensation based on Formula A shall be made in a single payment upon signature of the Deed of superficies. Formula B: Compensation takes into account the arable land surface lost outside the right-of-way, the additional cost of driving around them and the cost of maintaining the uncultivated space. The applicable compensation based on Formula B can be paid in two ways: In the form of a single payment, calculated using a discount rate of 3.5%, for the term of the surface rights, payable when the Deed of superficies is signed; In the form of an annual payment. Terms of Reference for the Siting of Wind Farms on Farmland and in Woodlands 32

115 If the parties agree on an annual payment, the amount of the payment is subject to review every five years, bearing in mind the choice of crops. The annual-payment option may be converted into a single payment at the end of any five-year period or when the ownership of the property is transferred Additional payments (C 5 ) Annual payments related to the presence of wind turbines on the land If any wind turbines are built in the right-of-way, the Superficiary shall pay, for the term of the surface rights, an annual amount that is determined, at the landowner s choice, using either of the following two (2) methods: A set amount of $2, per installed megawatt (this amount must be indexed at a level that is at least equal to the indexation rate of the price of electricity in the electricity supply contract); A percentage of the gross revenue that the Superficiary earns from the sale of electricity generated by each wind turbine in the right-of-way, with the result not being less than the amount in the paragraph above Annual collective payments A landowner whose option has not been exercised is entitled to an annual collective payment in the same manner as the owner whose option was exercised. When the wind turbines in the project area begin to generate electricity revenues, the Superficiary shall pay, for the term of the Deed of superficies, an annual payment established as follows: where: C C is the collective payment; C C = (S P S TP ) R B 0.5 % S P is the surface area of the property involved in the Option agreement; S TP is the total surface area of the properties involved in the wind farm Option agreements; R B is the annual gross revenue that the Optionholder or Superficiary obtains from the sale of electricity generated by the wind farm. In consideration for the collective annual payment, the landowner whose option has not been exercised agrees to not hinder the speed or direction of the winds on the surface of the property by placing wind turbines or other structures that could decrease the output or efficiency of the proponent s wind farm facilities. Terms of Reference for the Siting of Wind Farms on Farmland and in Woodlands 33

116 5.2.6 Compensation for temporary work space (C 6 ) This compensation is for the temporary use of a portion of land located outside the right-ofway, excluding access roads, for the purpose of storing material or carrying out work related to wind farm construction. During the first year the temporary work space is used, the compensation paid is equivalent to 50% of the market value of the target farmland (Vm), without any minimum usage time. On forest land, the market value is that of the stripped forest land value (at 50%) and the landowner receives the value of the standing timber actually cut. After one year, the compensation in both cases is equivalent to 5% per month of the market value (Vm). The total compensation may not be less than $500. Compensation for direct damage is paid in addition to the compensation for temporary work space, in accordance with the rules applicable for elements C 7 and C Compensation for crop losses outside the right-of-way and during construction (C 7 ) Compensation for crop losses is calculated by multiplying the quantity lost by the local or regional market price for each crop. In the absence of a local or regional market, the prices and rates of yield established by the Financière agricole du Québec shall prevail. A minimum of $75 in compensation shall be paid. Where crop losses caused by construction work occur in years subsequent to the one in which the wind farm was commissioned, a representative of the Superficiary shall assess losses and pay compensation calculated on the same general basis. Should crop losses persist despite resources and reasonable attempts by the landowner to rectify the situation, the Superficiary shall identify the cause in collaboration with the landowner and endeavor to find a permanent solution and restore the land s original productivity as quickly as possible. In the case of crop losses pertaining to organic products, the compensation must also take into account the anticipated delay before cultivation resumes, in accordance with provisions in the applicable certification program Compensation for inconvenience caused by construction (C 8 ) Compensation for inconvenience caused by construction covers losses, accidental damage and other inconveniences sustained by the landowner inside or outside the right-of-way as a result of work carried out by the Superficiary or contractors for purposes of wind farm construction. It covers, for example, the need to run livestock across the right-of-way during construction, the nuisance or damage caused to pastures adjacent to the site, the loss of shade trees, and damage caused to fences, logging roads, buildings and other installations. Compensation in respect of woodlands is calculated in the same manner as for element C 4. Terms of Reference for the Siting of Wind Farms on Farmland and in Woodlands 34

117 5.3 Other compensation Compensation pertaining to a forest management plan If woodland subject to an easement or space occupied by the weather mast is included in a simple or joint forest management plan, the Optionholder or Superficiary shall take into account any steps taken by the landowner, investments made in connection with the forest management plan, the work completed, additional yield potential, possible financing penalties, and progress made in the implementation of the management plan Interest The Optionholder or Superficiary shall pay interest on any amount owed to a landowner at the rate determined under Section 28 of the Act respecting the ministère du Revenu for amounts owed to the government. Interest accrues starting from the time the amount owed is payable Work carried out by the owner The Optionholder or Superficiary may ask the landowner to perform such work as initial clearing, mechanical vegetation control, and site restoration. The remuneration accorded the owner is equivalent to the average price that the holder or superficiary pays for such work. Terms of Reference for the Siting of Wind Farms on Farmland and in Woodlands 35

118 Appendix A Contract Forms

119 Appendix A1 Option Agreement

120 OPTION AGREEMENT made in, Province of Québec, on. BETWEEN: (the Optionholder ) AND: (the Owner ) THE PARTIES AGREE AS FOLLOWS: 1. DEFINITION OF PROJECT (definition) (hereinafter referred to as the Project ) 2. OPTION TO ACQUIRE A RIGHT OF SUPERFICIES The Owner hereby exclusively grants the Optionholder an irrevocable option to acquire a right of superficies on part of the property described hereinafter, for the price and upon the conditions set forth hereinafter (hereinafter referred to as the Option ). CADASTRAL DESCRIPTION OF PROPERTY One or more parcel(s) of land, having an area to be determined at the time of the surveying operations to be carried out upon the exercise of the Option, at the Optionholder s expense, forming part of the immovable property described as follows: (description) (all of which property is referred to hereinafter as the Property ). 3. DURATION OF EXCLUSIVE OPTION Subject to the renewal specified hereinafter, the Option is granted solely for the benefit of the Optionholder for a period of ( ) months commencing on the date of execution of this Option Agreement and terminating automatically on at 6:00 o clock P.M. (hereinafter referred to as the Expiry date of the Option ). The said exclusive Option shall be automatically renewed upon the same conditions for an additional period of ( ) months, unless the Optionholder sends the Owner a notice in compliance with section 4 at least thirty (30) days prior to the Expiry date of the Option. Terms of Reference for the Siting of Wind Farms on Farmland and in Woodlands A1-5

121 However, the total duration of the Option, including the renewal, may not exceed sixty (60) months (5 years) unless the Optionholder is the signatory of an electricity supply contract with Hydro-Québec requiring such duration to extend for a longer period of time. If the Optionholder does not exercise the Option within the specified time, the Option shall become null and void. In the event the option is not exclusive, sections 2, 3 and 12 of this Option Agreement will be amended accordingly. 4. EXERCISE OF OPTION BY THE OPTIONHOLDER If the Optionholder exercises the Option, the Optionholder must sign in the space provided hereafter and hand deliver the original of this Option Agreement to the Owner or send same to the Owner by registered mail at the Owner s residential address appearing hereinafter: (Owner s address) 5. DEED OF SUPERFICIES Subject to compliance with the conditions and undertakings set forth in this Option Agreement, the parties agree to execute a deed of superficies (hereinafter referred to as the Deed of Superficies ) in the form attached to this Option Agreement, within sixty (60) days following the date as of which the Option is exercised (hereinafter referred to as the Closing Date ), before a notary of the Optionholder s choice. Each of the parties undertakes and agrees to pay the fees and disbursements of any legal counsel engaged by the party concerned with respect to the negotiation and execution of the documents to be signed in connection with the transaction contemplated in this Option Agreement. 6. TITLE At any time up to the Closing Date, the Optionholder may make or have made by a notary of the Optionholder s choice an examination of the title to the Property. If such title examination should reveal that the Owner s title to the Property is not consistent with the representations and warranties made or given by the Owner in this Option Agreement or if the documents evidencing title should indicate any irregularities or defects that are not acceptable to the Optionholder, acting reasonably, then the Optionholder may, at any time up to the Closing Date, cancel the exercise of the Option, by ordinary notice in writing sent to the Owner by certified mail, whereupon all of the obligations of the parties to this Option Agreement shall be extinguished and neither party shall have any remedy against the other. Terms of Reference for the Siting of Wind Farms on Farmland and in Woodlands A1-6

122 7. REPRESENTATIONS AND WARRANTIES The Owner hereby warrants and represents to the Optionholder: 7.1 that he/she is the sole and absolute owner of the Property with good and valid title thereto, free and clear of all leases, powers of attorney, mining, petroleum or gas rights, servitudes or other charges or encumbrances other than those that have been duly published; 7.2 that he/she is a resident of Canada for purposes of Canadian tax legislation, or if not a resident of Canada, that he/she is in good standing under the provisions of Canadian tax legislation applicable to him/her; 7.3 that the physical condition, occupancy and use of the Property are in compliance with applicable laws and regulations, including in particular bylaws and regulations relating to zoning and urban planning; 7.4 that his/her current civil status is. 8. PHYSICAL INSPECTION OF THE PROPERTY At any time up to the Closing Date, the Optionholder and any other person that the Optionholder may designate, including its agents, representatives or advisers, shall be entitled to make a physical inspection of the Property. The Owner agrees to allow the Optionholder and the Optionholder s agents, representatives and advisers free access to the Property for the purpose of making such an inspection. When accessing the Property, the Optionholder shall act in a responsible manner, in accordance with the principles set forth in the Terms of Reference for the Siting of Wind Farms on Farmlands and in Woodlands (hereinafter referred to as the Terms of Reference ), of which the Optionholder acknowledges receiving a copy; accordingly, the Optionholder agrees to bear the costs relating to any damage that may be caused to the Property and, as the case may be, to pay the compensation stipulated in the Terms of Reference. 9. INSTALLATION OF WIND MONITORING EQUIPMENT From and after the execution of this Option Agreement and before a wind farm is built, the Optionholder may install, one or more weather mast(s) on the Property covered by the Option Agreement for the purpose, inter alia, of allowing wind measurement readings to be taken. The duration of time for which wind monitoring equipment may be present on the Property may not exceed 60 months (5 years), unless the Optionholder is the signatory of an electricity supply contract with Hydro- Québec requiring such duration to extend for a longer period of time. Terms of Reference for the Siting of Wind Farms on Farmland and in Woodlands A1-7

123 Each weather mast shall be installed in accordance with the provisions contained in the Terms of Reference and shall be subject to compensation payable by the Optionholder to the Owner as defined in the Terms of Reference. The initial compensation payment shall be made prior to the start of installation of the weather mast. Subsequent annual payments, if any, shall be made on the anniversary date of the initial payment. The said annual compensation shall cease being paid to the Owner when: 1) the weather mast has been dismantled; or 2) the Optionholder exercises the Option. In the event the Option is exercised, any weather mast will have to be located within the Right-of-Way as defined in the Deed of Superficies. 10. COMPENSATION FOR SIGNING THE OPTION AGREEMENT Whether or not the Optionholder exercises the Option, the Optionholder shall pay the Owner compensation for signing the Option Agreement set out in the Terms of Reference. Such compensation shall be paid within thirty (30) days following the date of execution of the Option Agreement and thereafter on each anniversary date of the execution of the Option Agreement. In addition to the aforesaid payment, if this Option is renewed pursuant to the provisions of section 3, the Optionholder shall pay the Owner an amount equal to the greater of: (i) an annual amount of ($ ) per hectare of land comprised in the Property covered by the Option; or (ii) an annual amount of ($ ), no later than thirty (30) days following the Expiry date of the Option and thereafter on each anniversary date of such date. 11. COMPENSATIONS AND PAYMENTS IN RESPECT OF THE EXERCISE OF THE RIGHT OF SUPERFICIES Upon execution of the Deed of Superficies, the Optionholder shall pay the compensations and make the annual individual payments to the Owner set out in the Terms of Reference. In addition, and depending on the events that may occur, the Optionholder further undertakes to pay the Owner the compensations applicable to construction, rebuilding, renovation and other similar work in accordance with the terms and conditions set out in the Terms of Reference. 12. ANNUAL COLLECTIVE PAYMENT AND OWNER S UNDERTAKING If the Option is not exercised and no wind farm facilities are constructed on the Property, the Optionholder, shall nevertheless, in the event any wind turbines erected as part of the Project begin to produce and generate revenues from the sale of electricity, pay the Owner an amount on account of the annual collective payment as defined in the Terms of Reference. The annual collective payment shall be shared Terms of Reference for the Siting of Wind Farms on Farmland and in Woodlands A1-8

124 with all of the optionors who have granted options in connection with the Project, in the proportion that the area of the Property bears to the total area of the properties for which Option Agreements have been signed in connection with the Project. In consideration of such collective payment, the Owner agrees not to install any wind turbines or other structures that would interfere with the velocity or direction of the winds blowing over the Property and could thus decrease the output or efficiency of the wind farm facilities. 13. CONDITIONS If one or more of the conditions specified in this Option Agreement are not met by the Owner before the Closing Date, or if one or more of the Owner s representations and warranties set forth in this Option Agreement are not satisfactory to the Optionholder, acting reasonably, or if any such representation or warranty is, or has by the Closing Date become, untrue or inaccurate, then the Optionholder may terminate the Option Agreement and cancel the exercise of the Option, by ordinary notice in writing sent to the Owner by registered mail, without any further formality being required, and neither party shall have any remedy against the other. 14. ASSIGNMENT BY THE OPTIONHOLDER It is hereby understood and agreed between the parties that the Optionholder is and shall be entitled, at any time, to assign, without the Owner s consent, all of the rights in the Option granted to the Optionholder in this Option Agreement, in whole or in part, to one or more assignee of the Optionholder s choice, by ordinary notice in writing sent to the Owner by registered mail. Any assignee shall also be entitled, at any time, to transfer all of its rights in the Option back to the original Optionholder, by ordinary notice in writing sent to the Owner by registered mail. An Optionholder (or assignee) shall also be entitled to exercise the Option in connection with any other wind farm project contemplated by such Optionholder (or assignee). In any of the aforementioned events, all of the Optionholder s rights and obligations shall vest in the assignee and the assignee shall be entitled to exercise the Option in the Optionholder s place and stead. 15. UNDERTAKING TO EXECUTE THE DEED OF SUPERFICIES The Option contains the entire agreement negotiated and agreed to between the Owner and the Optionholder. The parties declare that they have carefully reviewed the draft Deed of Superficies, that they understand all the legal and financial implications thereof and that they have received all the legal advice and explanations required by them in order to comprehend the said documents. Terms of Reference for the Siting of Wind Farms on Farmland and in Woodlands A1-9

125 Accordingly, the parties irrevocably covenant and agree, in the event the Option is exercised by the Optionholder, that they will execute the Deed of Superficies before a notary, in notarial form, to be prepared in accordance with the specimen attached to this Option Agreement. Without limiting the generality of the foregoing, the parties declare that this Option Agreement, when signed, shall constitute a full, complete and definitive agreement between them and that each and every one of the clauses, conditions and obligations appearing in the Deed of Superficies a specimen of which is attached hereto shall appear in the final deed executed before a notary. As a consequence of the aforesaid declarations, the parties understand that each and every one of the clauses and conditions appearing in the Deed of Superficies may not be amended except by mutual agreement of the parties. 16. DISPOSAL OF THE PROPERTY In the event of a sale of all or part of the Property, the Owner shall advise any prospective purchaser of the existence of the Option, and the Owner undertakes to cause the existence of the Option to be mentioned in any deed disposing of the Property or any part thereof that may be signed by the Owner and also to obtain from any prospective purchaser an undertaking by such purchaser to comply with all of the obligations stipulated in this Option Agreement in the Optionholder s favour, in their entirety, such that the rights herein conferred on the Optionholder are in no way jeopardized or impaired. 17. QUÉBEC LAW The Option shall be governed by the laws applicable in the Province of Québec. 18. SUCCESSORS AND ASSIGNS This Option Agreement shall enure to the benefit of and be binding on the parties and their respective successors and assigns, solidarily. 19. INTERPRETATION Section headings have been inserted for ease of reference only and shall not have any bearing on the interpretation of the Option. 20. SUBSEQUENT AMENDMENTS Any amendment to a provision of this Option Agreement must be evidenced by written instrument signed by the parties concerned. Terms of Reference for the Siting of Wind Farms on Farmland and in Woodlands A1-10

126 21. OWNER S SPECIFIC REQUIREMENTS The Owner declares that he/she has certain special requirements for signing this Option Agreement and the parties agree that the Deed of Superficies shall include the following clause(s), namely: 22. CONSENT BY OWNER S SPOUSE, spouse of the Owner, intervenes in this Option Agreement and declares and confirms that his/her matrimonial status in respect of the Owner is correctly described herein, and after reading this Option Agreement, consents and agrees to all of its terms and conditions, without reservation or qualification. 23. LANGUAGE The parties hereto declare that they have requested that this Option Agreement and the appendices hereto be drawn up in English./Les parties aux présentes déclarent qu elles ont exigé que cet Octroi d option et ses annexes soient rédigés en anglais. MADE IN, on the day of, 20_. Optionholder: Date: By: Authorized Representative Owner: Date: Signature of Owner Signature of Owner s spouse Option Exercised by Optionholder: Date: By: Authorized Representative Terms of Reference for the Siting of Wind Farms on Farmland and in Woodlands A1-11

127 Appendix A2 Deed of Superficies

128 DEED OF SUPERFICIES (C.C.Q., ss and following) On, IN THE YEAR TWO THOUSAND AND BEFORE, notary practising in THERE APPEARED: (hereinafter referred to as the Owner ) AND:, (description of company), having its head office at, herein acting and represented by, duly authorized for the purposes hereof as he/she so declares, the whole pursuant to a resolution of the board of directors passed on, a certified copy of which resolution, having been signed for identification and acknowledged as authentic by the representative, in the presence of the undersigned notary, is attached to the minute of this deed (hereinafter referred to as the Superficiary ). The Owner and the Superficiary hereby agree to create and establish a right of superficies (hereinafter referred to as the Right of Superficies ) that is subject to the following terms, conditions and obligations, namely: OWNERSHIP OF LAND 1. The Owner declares that he/she is the absolute owner of the immovable property described as follows: (description) DESCRIPTION OF PROPERTY (hereinafter referred to as the Property ) CREATION OF THE RIGHT OF SUPERFICIES 2. The Owner hereby agrees to establish a Right of Superficies on or under the parcel(s) of land located on the Property more specifically described as follows, namely: (description of the parcel(s) of land to which the Right of Superficies applies) (hereinafter referred to as the Right-of-Way ) Terms of Reference for the Siting of Wind Farms on Farmland and in Woodlands A2-15

129 EXCLUSIVE RIGHT TO CONSTRUCT FACILITIES 3. Right to build. The Owner grants the Superficiary the exclusive right to construct, erect or install on, above, under, along or across the Right-of-Way the following facilities (hereinafter referred to collectively as the Wind Farm Facilities ): wind turbines, Electric Power Collection System Facilities, power storage facilities, telecommunications equipment, power generation facilities to be operated jointly with large-scale wind farms, roads, weather observation towers and wind measurement equipment, control buildings, maintenance work sites, parking lots and related facilities and equipment. 4. Definition of Project. (description of Project in accordance with the wording contained in the Option Agreement) (hereinafter referred to as the Project ) 5. Electric Power Collection System Facilities. For purposes of this deed, Electric Power Collection System Facilities means and includes: - one or more tower lines together with the transmission lines and cables suspended therefrom or the underground transmission lines and cables forming part of a system for collecting electric power or for communication, as well as the foundations, footings, transverse supports and other equipment and installations necessary to provide appropriate supporting structures for such tower lines, wires and cables; - one or more converter station(s) or switching facilities from which the power generated by wind turbines can be delivered to the electricity transmission system of Hydro-Québec or of another purchaser of electric power. 6. Term of the Right of Superficies. The Owner waives in favour of the Superficiary, hereto present and accepting, the benefit of accession in respect of all Wind Farm Facilities to be constructed, erected or installed on, above, under, along or across the Right-of-Way. The Right of Superficies is established for a term of ( ) years from the execution of this deed. Upon the expiry of the said term, the Superficiary may call for the Owner to renew the superficies for an additional term of ( ) years, for a consideration to be determined by the parties at that time. At the termination of the Right of Superficies, and notwithstanding the provisions of articles 1116 and 1117 of the Civil Code of Québec, the Superficiary waives the right to acquire ownership of the subsoil. In addition, and unless a special agreement is entered into between the Owner and the Superficiary, the Superficiary shall remove, at the Superficiary s expense, the Wind Farm Facilities, constructions, works and plantations made by the Superficiary and return the subsoil to its original condition. Terms of Reference for the Siting of Wind Farms on Farmland and in Woodlands A2-16

130 RIGHT OF SUPERFICIES 7. Ownership of facilities. By reason of the waiver by the Owner of the benefit of accession, as referred to hereinabove, the parties acknowledge that the Superficiary is the sole and absolute owner of the Wind Farm Facilities that may be constructed, erected or installed by the Superficiary on, above, under, along or across the Rightof-Way pursuant to this deed. 8. Right to remove. The Owner further acknowledges that he/she has no right of ownership or other right whatsoever in the Wind Farm Facilities constructed, erected or installed on, above, under, along or across the Right-of-Way and that the Superficiary may, in its sole discretion during the term of the Right of Superficies, remove all or part of the Wind Farm Facilities at any time, on condition that it repair any damage caused to the Property by their removal. SERVITUDES (C.C.Q., art. 1111) 9. Necessary servitudes. In accordance with article 1111 of the Civil Code of Québec, the Owner hereby creates, on the immovable property described in section 1 and referred to as the Property (the said property constituting the Servient Land ), in favour of the immovable property described in section 2 and referred to as the Rightof-Way and in favour of the Wind Farm Facilities described in sections 3 and 5 (the said property constituting, collectively, the Dominant Land ), the present and future servitudes of access and all the other servitudes necessary in connection with the Superficiary s enterprise, such that the Superficiary may exercise, without limitation, its Right of Superficies created under this deed in respect of the Wind Farm Facilities. Such servitudes of access shall include the right to improve existing roads and accessways. The servitudes hereby created shall not have the effect of limiting in any manner the Owner s other rights of ownership, whether in respect of the construction of buildings or otherwise. 10. Public utilities. In connection with the exercise of its rights, the Superficiary, acting reasonably, may in its sole discretion grant any public utility or other similar firm or enterprise the right to construct, operate and maintain any electricity transmission, interconnection and/or switching facilities on the Property and on the Right-of-Way, by way of such customary deed of servitude or other agreement as may be used or proposed by such firm or enterprise. The Owner hereby agrees to sign the documents required for this purpose. Terms of Reference for the Siting of Wind Farms on Farmland and in Woodlands A2-17

131 USE 11. Development activities. The Superficiary may use the Right of Superficies hereby granted to it by the Owner for purposes of the conversion of wind power, the collection and transmission of electric power and any related activities (hereinafter referred to as the Development Activities ), including in particular: (a) (b) (c) (d) determining the possibilities for converting wind power on the Property, in particular by studying wind velocity, wind direction and other meteorological data, and by extracting soil samples; constructing, installing, using, replacing, relocating, removing, maintaining and operating the Wind Farm Facilities on, above, under, along or across the Right-of-Way; pursuing such other activities, whether performed by the Superficiary or a third party authorized by the Superficiary, as the Superficiary considers reasonably necessary, desirable or advisable in order to carry out the aforementioned activities. The Superficiary shall have the exclusive right to convert all of the Property s wind resources. 12. Use of Property. Subject to the rights granted to the Superficiary hereunder, the Owner expressly reserves the right to use the Property for his/her own purposes, including farming and forestry. 13. Electric Power Collection System Facilities. In the event of termination of the Right of Superficies in accordance with the provisions of this deed, if the Superficiary wishes to retain its Right of Superficies in respect of the installation and maintenance of the Electric Power Collection System Facilities only, the Superficiary shall pay the Owner an amount equal to the fair market value or the fair rental value of the Rightof-Way, at the Superficiary s option. Such fair market value or fair rental value shall correspond to the amount agreed upon by the Owner and the Superficiary, or if the parties are unable to agree, to the amount determined by an impartial real estate appraiser, chosen by mutual agreement of the parties, who has experience in real estate transactions in the Province of Québec and is a member of a recognized professional order. The fair market value or fair rental value shall be established on the basis of the commercial value or rental value of the part of the Property concerned having regard for the use thereof, and the said amount shall be payable within thirty (30) days following the date as of which the parties agree on the fair market value or fair rental value (or as of which the appraiser determines such value) (and in the case of the fair rental value, annually thereafter for so long as the Electric Power Collection System Facilities remain on the Property). If the parties are unable to agree on an appraiser, then a judge of the Superior Court for the district in which the Property is located shall choose an appraiser who meets the aforementioned criteria. Terms of Reference for the Siting of Wind Farms on Farmland and in Woodlands A2-18

132 PAYMENTS 14. Payments. Upon execution of the Deed of Superficies and thereafter, the Superficiary shall pay the following amounts to the Owner: (summary of all applicable payments and other compensation) TAXES 15. Property taxes. All property taxes attributable to the Wind Farm Facilities shall be borne by the Superficiary. Any increase in the property taxes assessed against the Property that is attributable to the installation of Wind Farm Facilities on the Right-of-Way shall be borne by the Superficiary. All other property taxes, surtaxes and other taxes and payments relating to the Property shall be borne by the Owner. In addition, the Superfiary shall send to the property valuation department of the municipality concerned all the documentation required for the updating of the valuation rolles. REPRESENTATIONS AND OBLIGATIONS OF THE OWNER 16. The Owner hereby gives and makes the following representations and warranties and undertakes to perform the following obligations: (a) (b) (c) Owner s authority. The Owner hereunder is the sole and absolute owner of the Property and has the unrestricted right and power required to execute this deed and to grant the Right of Superficies and all the necessary servitudes referred to herein to the Superficiary. Any person signing this deed on the Owner s behalf has the authority to do so and all persons having a right of ownership in the Property (including spouses) are signing this deed as owners. Taxes. All general, special, municipal and school taxes affecting the Property have been paid to date without subrogation and all real estate transfer taxes and duties have been paid. No impediment. The Owner s activities and any right granted to any person or entity by the Owner permitting such person or entity to do anything on the Property or elsewhere shall not impede or interfere with: (i) the construction, installation, maintenance, upkeep, operation or replacement of the Wind Farm Facilities on the Right-of-Way; Terms of Reference for the Siting of Wind Farms on Farmland and in Woodlands A2-19

133 (ii) (iii) (iv) access to the Wind Farm Facilities; the Development Activities; any other activity authorized under this deed. Without limiting the generality of the foregoing, the Owner shall not install any wind turbines or other structures that would interfere with the velocity or direction of the winds blowing over the Property and could thus decrease the output or efficiency of the Wind Farm Facilities. The Owner reserves the right to erect buildings on the Property but must obtain prior written consent concerning their location from the Superficiary, which shall act reasonably in regard to such consent. (d) (e) (f) Encumbrances and lessees. The Owner has good and valid title to the Property, free and clear of all prior claims, charges, hypothecs, servitudes, leases, powers of attorney, mining, petroleum or gas rights and any other security interests affecting the Property (referred to collectively as Encumbrances and Prior Claims ) other than those that have been duly published. Residence. The Owner is not a non-resident of Canada within the meaning of the Income Tax Act (Canada) and the Taxation Act (Québec). The Owner makes this solemn declaration believing it to be true and knowing that it is of the same force and effect as if made under oath in accordance with the Canada Evidence Act. Agricultural property. The Property is not subject to an order-in-council designating it as part of an agricultural zone, being located within a zone known as a white zone, which is not subject to the provisions of the Act respecting the preservation of agricultural land and agricultural activities (Québec). OR Authorization of the CPTAQ. The Property, although it is located within an agricultural zone, is the subject of a decision by the Commission de protection du territoire agricole du Québec, rendered on, in file number, whereby the Commission authorized the installation, maintenance and use of wind turbines, the construction and use of a substation, the construction and use of an access road to such works and the construction and use of corridors to be used for running overhead or underground electrical transmission lines and equipment [complete if necessary], the whole in accordance with the Project, including this deed, submitted to the said Commission by the Superficiary. (g) Good standing. To the Owner s knowledge, the Owner declares that the property does not contravene any law, order, regulation or by-law originating with any federal, provincial, municipal or other governmental or regulatory Terms of Reference for the Siting of Wind Farms on Farmland and in Woodlands A2-20

134 authority or agency such as could impede or interfere with the Superficiary s activities. (h) (i) (j) Requirements of government agencies. The Owner shall fully cooperate with and assist the Superficiary in obtaining or complying with any soil use permits, approvals, consents, authorizations or exemptions granted by the Commission de protection du territoire agricole du Québec, construction permits, environmental impact studies or other approvals required for the financing, construction, installation, maintenance, upkeep, operation or removal of the Wind Farm Facilities, including signing the applications for such approvals, the whole at no direct cost to the Owner. Indemnification. The Owner shall hold the Superficiary harmless from and in respect of any damage or bodily injury resulting from the operations or activities of the Owner or any lessee of the Owner engaged in agricultural or forestry operations. Hazardous materials. To the Owner s knowledge, the Owner shall not contravene any law, order, regulation or by-law in regard to the creation, manufacture, production, use, storage, actual or impending emission, discharge, disposal, transportation or presence of any substance, material or waste that currently is or will become classified as a hazardous or toxic material or waste, or is subject to any laws, regulations or by-laws applicable to such substance, material or waste, on or under the Property; the Owner shall hold the Superficiary harmless in the event of any violation by the Owner or the Owner s agents or contractors in regard thereto. OBLIGATIONS OF THE SUPERFICIARY 17. The Superficiary hereby gives the Owner its undertaking that it will observe and implement the principles set forth in the Terms of Reference for the Siting of Wind Farms on Farmlands and in Woodlands, which the parties declare that they have read. Without limiting the generality of the foregoing, the Superficiary gives the Owner its undertaking that it will perform the following obligations: (a) (b) Indemnification. The Superficiary shall hold the Owner harmless from and in respect of any damage to property or bodily injury resulting from the operations or activities of the Superficiary on the Property, including the Right-of-Way. Choice of locations within the Right-of-Way. Before commencing construction work, the Superficiary shall consult with the Owner regarding the plan for the development of the Property and shall advise the Owner of the locations chosen for wind turbines, access roads and electrical lines before making any final decision in regard thereto. The Superficiary shall strive to minimize any adverse effects on the Owner s agricultural or forestry operations resulting from the location of access roads and electrical lines. Terms of Reference for the Siting of Wind Farms on Farmland and in Woodlands A2-21

135 (c) (d) Hazardous materials. The Superficiary shall not contravene any law, order, regulation or by-law in regard to the creation, manufacture, production, use, storage, actual or impending emission, discharge, disposal, transportation or presence of any substance, material or waste that currently is or will become classified as a hazardous or toxic material or waste, or is subject to any laws, regulations or by-laws applicable to such substance, material or waste, on or under the Property; the Superficiary shall hold the Owner harmless in the event of any violation by the Superficiary or the Superficiary s agents or contractors in regard thereto. Use of soil. In operating its Wind Farm Facilities, the Superficiary shall make every reasonable effort not to disrupt the Owner s agricultural or forestry operations on the Property. ASSIGNMENT/RIGHT TO CURE DEFAULT 18. Definitions. In this deed, Assignee means and includes: (a) (b) one or more persons engaged in the financing of Wind Farm Facilities, as a lender, investor, purchaser, lessee or otherwise; a purchaser of Wind Farm Facilities or of the Right of Superficies. 19. Assignment. The Superficiary and any Assignee shall have the right, but not the obligation, to obtain the Owner s consent to: finance the Wind Farm Facilities; grant licences or similar rights (howsoever designated) to one or more Assignees; sell, lease, assign, hypothecate, pledge or transfer to one or more Assignees the Right of Superficies, any or all of the rights in the Right of Superficies or in this deed or any or all of the rights of the Superficiary in the Right-of-Way or in any or all of the Wind Farm Facilities that the Superficiary or any other party may now or hereafter install within the Right-of-Way. The Superficiary or any Assignee shall give the Owner a notice of assignment (including the address of the Assignee for purposes of the sending of notices); failure to give such notice shall not constitute a default, but shall mean instead that the Owner shall not be bound in respect of the Assignee concerned until such time as the said notice has been duly given to the Owner. Terms of Reference for the Siting of Wind Farms on Farmland and in Woodlands A2-22

136 20. Right to cure default. In order to forestall termination of the Right of Superficies or any partial right therein, the Superficiary (or any Assignee) shall have the right, but not the obligation, at any time prior to termination, to pay any or all of the amounts payable hereunder, and to do or perform such other acts or things as are required of an Assignee or the Superficiary hereunder or as may be necessary in order to forestall termination. Where the Superficiary or an Assignee holds a right in one or more but not all of the Wind Farm Facilities, any failure to perform an obligation stipulated in this deed shall be deemed cured in respect of such partial right of the Superficiary or Assignee, which right shall not be diminished by the Owner, if the Superficiary or Assignee has cured the portion of the default that was attributable to such Superficiary or Assignee, inter alia by paying all of the amounts owed that are attributable to the Wind Farm Facilities in which such Superficiary or Assignee holds a right. 21. Acquisition of rights. Acquisition of all or any part of the rights of the Superficiary or Assignee in the Wind Farm Facilities or the Right of Superficies by another assignee or any other person by means of the exercise of a hypothecary right or any other similar judicial or extrajudicial proceeding or by means of a sale or transfer having the effect of a sale shall not require the Owner s consent to be obtained, shall not violate any provision of this deed and shall not constitute a default to perform any of the obligations stipulated in this deed; at the time of the acquisition or transfer, the Owner shall acknowledge such assignee or other person as the Superficiary s or the Assignee s lawful assign following the sending of the notice of assignment referred to in section New Right of Superficies. If the Right of Superficies is terminated as a result of a default and if, within sixty (60) days following such termination, the Superficiary or an Assignee takes steps deemed acceptable to the Owner to cure the default and to pay the amounts owed and other charges that the Superficiary or the Assignee was required to pay on the date of termination, the Owner shall execute and deliver to the Superficiary or Assignee, as the case may be, a new Deed of Superficies for the Right-of-Way, the cost of such deed to be borne by the Superficiary or Assignee, which deed (i) shall be made for a term equal to the term remaining unexpired before the Right of Superficies was terminated; (ii) shall contain the same obligations, agreements, conditions, provisions and restrictions as this deed (except for those requirements that were fulfilled by the Superficiary or Assignee before the Right of Superficies was terminated) and (iii) shall cover the part of the Wind Farm Facilities in which the Superficiary or the Assignee held a right on the date of termination. 23. Extension of time for curing default. If the Superficiary or an Assignee is unable to cure its default to perform an obligation stipulated in this deed, the default shall be deemed cured if: (i) within sixty (60) days following receipt of a notice of default sent by the Owner to the Superficiary, the Superficiary or an Assignee takes possession of all or part of the Right-of-Way or all or part of the Wind Farm Facilities or all or part of this Right of Superficies, or takes judicial or extrajudicial proceedings for the purpose of obtaining such possession; (ii) the Superficiary or Assignee, as the case may be, prosecutes such proceeding with diligence; (iii) after taking possession of all or part of the Right-of-Way or all or part of the Wind Farm Facilities or all or part of this Right of Superficies, the Superficiary or Assignee performs all of the other obligations when required in accordance with the provisions of this deed. If the Superficiary or an Assignee is prohibited, by way of legal action or an injunction issued by a court or because of a measure taken by a court having jurisdiction in matters of bankruptcy or insolvency affecting the Superficiary or a defaulting Terms of Reference for the Siting of Wind Farms on Farmland and in Woodlands A2-23

137 Assignee, from taking or continuing the proceedings described above, then the period of sixty (60) days referred to above granted for purposes of taking such proceedings shall be extended for a period of time equal to the time that such prohibition applies. 24. Certificates, etc. The Owner shall sign such certificates pertaining to matters relating to the status of the Right of Superficies as the Superficiary may reasonably request, including, if required, confirmation of the absence of any default to perform an obligation stipulated in this deed, such consents to assignments or such agreements as to peaceful enjoyment as the Superficiary or an Assignee may reasonably ask for. The Owner and the Superficiary shall cooperate to have this deed amended to include any provision that the Superficiary or an Assignee may reasonably ask to have included in order to carry out the intent and purpose hereof or preserve an Assignee s security. DEFAULT AND TERMINATION 25. Superficiary s right to terminate. The parties expressly agree that notwithstanding article 1114 of the Civil Code of Québec, the Superficiary may terminate the Right of Superficies unilaterally in respect of all or part of the Right-of-Way, at any time, in its sole discretion, provided it bears the cost of abandoning the Right of Superficies. In order to avail itself of the said option to terminate the Right of Superficies, the Superficiary shall send the Owner written notice by registered mail stating that it wishes to terminate the Right of Superficies and specifying that it shall be solely responsible for all costs and fees resulting from such abandonment of the Right of Superficies. The said notice shall be accompanied by a draft deed of abandonment of Right of Superficies in the Owner s favour. The Owner undertakes and agrees in advance to execute the deed of abandonment of the Right of Superficies to be executed in the Owner s favour by the Superficiary pursuant to this section, but only if all removal work and work to restore the Property referred to in section 6 has been performed. The cost of notices and cost of preparing and publishing the deed of abandonment of the Right of Superficies in the Owner s favour shall be borne by the Superficiary in their entirety, and the Superficiary undertakes and agrees in advance to discharge same to the Owner s complete exoneration. Such abandonment of the Right of Superficies shall not relieve the Superficiary or its Assignees of any obligations stipulated herein that were unfulfilled prior to the Right of Superficies was abandoned. Terms of Reference for the Siting of Wind Farms on Farmland and in Woodlands A2-24

138 26. Owner s right to terminate. Saving the qualifications set out herein, the parties have agreed that the Owner may terminate the Right of Superficies in the following events: (i) (ii) in the event of a material default in the performance of the Superficiary s obligations stipulated in this deed; if a default notified by the Owner to the Superficiary by means of a detailed written notice is not cured within sixty (60) days following receipt of the notice by the Superficiary, or if more than sixty (60) days is needed to cure the default, if the Superficiary or an Assignee does not begin diligently curing the default within sixty (60) days following receipt of the written notice. 27. Effect of extinction of the Right of Superficies. Upon extinction of the Right of Superficies in respect of all or part of the Right-of-Way, the Superficiary shall do the following: (i) (ii) execute and publish, at the Superficiary s expense in favour of the Owner, a deed of abandonment of the Right of Superficies including a mutual and reciprocal release and discharge from the obligations contained herein by each party to the other; have first removed all the Wind Farm Facilities or any part thereof in respect of which the Right of Superficies has been extinguished. In order to guarantee the removal of the Wind Farm Facilities following the extinction of the Right of Superficies, security shall be furnished by the Superficiary in accordance with the requirements of the electricity supply contract between the Superficiary and Hydro-Québec. CIVIL STATUS AND MATRIMONIAL REGIME 28. Matrimonial regime. The Owner declares (declaration) MISCELLANEOUS PROVISIONS 29. Force majeure. If the performance of the Right of Superficies or any obligation stipulated in this deed is prevented or restricted in a material manner owing to an event of Force Majeure (as defined hereafter), the party affected by the Force Majeure shall, upon giving notice to the other party, be relieved of the requirement to perform such obligation to the extent and for the duration of time that the event of Force Majeure prevents, restricts or interferes with such performance. The affected party shall make every reasonable effort to circumvent or eliminate the cause preventing the obligation from being performed and to resume performing such party s obligations as soon as such cause is eliminated. Terms of Reference for the Siting of Wind Farms on Farmland and in Woodlands A2-25

139 Force Majeure means and includes fires, earthquakes, tornados, floods or any other serious and unforeseeable fortuitous events; strikes or major labour disputes; wars, disturbances or other forms of violence; or any other similar condition that is uncontrollable or beyond the control of a party hereto. No provision hereof shall relieve the Superficiary of its obligations stipulated herein with respect to the payments to be made to the Owner. 30. Confidentiality. In accordance with the wishes of the parties, all information about this deed pertaining to financing terms and conditions and the payments stipulated herein shall remain confidential. 31. Successors and assigns. The Right of Superficies is stipulated in favour of the Superficiary and, to the extent provided in connection with an assignment or other transfer made in accordance with the provisions hereof, in favour or any subsequent Assignee, and their heirs, successors, assigns and legal representatives. Any reference in this deed to the Superficiary includes the Assignee in possession of the Right-of-Way. 32. Notices. Notices and other communications required or permitted to be given under this deed, including payments to be made to the Owner, shall be made or given in writing and shall be deemed to have been received upon delivery made in person to the Owner, the Superficiary or an Assignee, or five (5) days after mailing, by firstclass prepaid registered mail, as follows: To the Owner: To the Superficiary: To the Assignee, at the address indicated in the notice sent to the Owner in accordance herewith. A party may change its address for purposes of this section by sending a written notice of the change to the other parties in the manner described above. 33. Entire agreement; amendments. This deed constitutes the entire agreement between the Owner and the Superficiary in regard to the subject matter hereof. All agreements and declarations pertaining to the Property, the Right of Superficies or any other matter referred to herein that are not expressly set out in this deed or in a subsequent written instrument signed by both parties are of no force or effect. This Deed of Superficies may not be amended except by written instrument signed by the parties hereto. No purported amendment, including one made verbally, in the ordinary course of business or because no response to a communication was received, shall be binding on the parties. Terms of Reference for the Siting of Wind Farms on Farmland and in Woodlands A2-26

140 34. Applicable law. This deed shall be governed by the laws of the Province of Québec and the laws of Canada applicable therein. Should any proceedings be taken pertaining to this deed, a party that wins its case or receives an award from the court in an amount approximately equal to the amount claimed shall be entitled to request reimbursement of reasonable attorneys fees incurred in connection with the proceedings taken. 35. Partial invalidity. If a provision of this deed should be declared null, invalid or unenforceable by final judgment of a competent court, the other provisions hereof shall continue to have full effect and be enforceable against the parties. 36. Tax credit. If, in accordance with the provisions of any applicable law, the Superficiary should no longer qualify for a tax credit, benefit or incentive for alternative energy expenditures, the Superficiary may, at its option, cause the Owner and the Superficiary to amend this deed or replace it with another document so as to convert the Superficiary s right in the Property to a substantially similar right such that the Superficiary would qualify for the tax credit, benefit or incentive, on the express condition that the Owner s rights not be impaired in any manner by such conversion. SPOUSE S CONSENT 37. [If applicable.], hereinafter called the First Intervening Party, spouse of the Owner, intervenes herein and declares and confirms that the Owner s civil status and matrimonial regime are correctly described herein, and after reading this deed, consents and agrees to all of the terms and conditions of this deed, without reservation or qualification. CONSENT OF HYPOTHECARY CREDITORS INTERVENTION AND THERE FURTHER INTERVENED HEREIN THE FOLLOWING ENTITY: 38. [If applicable.], hereinafter called the Second Intervening Party, intervenes herein and declares that it is the hypothecary creditor of the Property pursuant to the following deeds; (description of deeds) and after reading this deed, consents and agrees to all of the terms and conditions of this deed and its appendices, without reservation or qualification, expressly waives, in regard to the said hypothecs, in favour of the Superficiary (and its assigns), hereto present and accepting, the benefit of accession in respect of the Wind Farm Facilities to be constructed or installed on, above, under, along or across the Rightof-Way, and agrees that discharge may be granted from the said hypothecs, as necessary, in respect of the said Wind Farm Facilities and the Electric Power Collection System Facilities. Terms of Reference for the Siting of Wind Farms on Farmland and in Woodlands A2-27

141 39. Special conditions. When he/she signed an Option agreement to acquire a Right of Superficies, on (date), the Owner required the Superficiary to meet certain specific requirements which are listed and stated in an appendix, which appendix has been signed for identification and acknowledged as authentic by the parties, in the presence of the notary, who received their respective signatures. With respect to the requirements set out as an appendix to this deed, the Superficiary expressly agrees and undertakes to satisfy the said requirements in the Owner s favour, as agreed between the parties when the Option agreement was signed on (date). WHEREOF ACT DONE AND PASSED in, under number of the minutes of the undersigned notary. AND AFTER DUE READING, the parties have signed in, Province of Québec, with and in the presence of the undersigned notary. Superficiary By: Owner Mtre, Notary Terms of Reference for the Siting of Wind Farms on Farmland and in Woodlands A2-28

142 Annexe B Future harvest yields from private forests

143 Region Future harvest yields from private forests (volume after 40 years, in net apparent cubic metres)* Type of private forest** FS FF CS SHI SM MS HIS M MHT MHI HI La Pocatière Nicolet Eastern Townships Beauce Lower St. Lawrence Gaspésie Saguenay Mauricie Québec City Montréal Abitibi Laurentians Pontiac Labelle Gatineau * To calculate volume after 30 years: Annual growth rate: 3%. Conversion factors: 1 solid cubic metre of softwood = 1.5 apparent cubic metres 1 solid cubic metre of hardwood = 1.6 apparent cubic metres Rate of reduction from volume of gross merchantable timber to volume of net merchantable timber: 4%. ** FS: Fir-Spruce FF: Balsam Fir CS: Cedar-Softwood SHI: Softwood-Intolerant Hardwood SM: Softwood-Maple HIS: Intolerant Hardwood-Softwood MS: Maple Softwood MHI: Maple-Intolerant Hardwood M: Sugar (Maple) MHT: Maple-Tolerant Hardwood HI: Intolerant Hardwood Source: Fédération des producteurs de bois du Québec and ministère des Ressources naturelles du Québec Terms of Reference for the Siting of Wind Farms on Farmland and in Woodlands B-3

144 Call for tenders A/O Appendix 10 Minimum Distances to Maintain with Respect to Hydro-Québec s Infrastructures APPENDIX 10 MINIMUM DISTANCES TO MAINTAIN WITH RESPECT TO HYDRO-QUÉBEC'S INFRASTRUCTURE December 18 th, 2013 p. 1

145 Call for Tenders A/O Appendix 10 Minimum Distances to maintain with respect to Hydro-Québec's Infrastructures APPENDIX 10 MINIMUM DISTANCES TO MAINTAIN WITH RESPECT TO HYDRO-QUÉBEC'S INFRASTRUCTURES There are currently no technical standards defining the minimum distance at which a wind farm must be located relative to Hydro-Québec s facilities. Furthermore, Hydro-Québec Distribution will not issue any notice with regard to the preliminary layout of a wind farm that might be proposed in response to this Call for Tenders (other than the prior notice referred to in Item 2 below). Similarly, Hydro-Québec cannot guarantee that the proposed layout of any wind farm does not pose a constraint without first performing a review of the layout drawing prepared by the Supplier during the detailed design stage, further to the award of the electricity supply contract. However, to ensure the safety of Hydro-Québec facilities and to minimize the risk that the bidder might find its project subject to constraints during the final design of its wind farm, Hydro-Québec Distribution is introducing hereafter technical criteria the Bidder should take into account with regard to the distances wind turbines must maintain with respect to Hydro- Québec infrastructures. Following contract award, during the detailed design phase, each project will be reviewed by Hydro-Québec to ensure that the proposed facilities will not impact the security of operations in Hydro-Québec's facilities. In certain cases, Hydro-Québec may have to carry out detailed verifications of the wind farm s impact on various elements associated with safe operation of its facilities or projects under development, including: Facilities that could interfere with weather stations operated by Hydro-Québec for the purpose of, among other things, collecting reliable historical data for the safe operation of its facilities (dams, transmission and distribution system, etc.); Installations located inside a reservoir or future reservoir, or close to a potential development project (hydroelectric or other) or a planned transmission or distribution power line corridor; Installations located within the high water marks of existing reservoirs (flood risk areas or tidal zones); Installations that could interfere with helicopter overflights; Installations requiring a significant amount of excavation or blasting near Hydro- Québec's facilities; Installations using designated areas such as rip-rap, till, sand or gravel deposits; Installations involving loading or causing vibrations not anticipated during the design of Hydro-Québec's facilities; Installations that reduce land or water access to any generating facilities or transmission and distribution system equipment; Installations that could interfere with instrumentation used to monitor the behavior of structures, including auscultation equipment installed on dams; Installations that could alter the flow below dams or affect the integrity of the imperviousness of the natural ground; Installations that limit access (without prior notice) to borrow materials that may December 18 th, 2013 p. 1

146 Call for Tenders A/O Appendix 10 Minimum Distances to maintain with respect to Hydro-Québec's Infrastructures be used to respond to emergency situations on Hydro-Québec's dams or dikes; Installations that would reduce the safety of its employees and contractors employees, including Hydro-Québec construction site workers; Installations that would limit free access to fuel caches; Installations that would have an impact on emergency plans. 1) GENERAL PRINCIPLES A) Restriction zone A restriction zone concerns land on which the Bidder may not install a wind turbine. B) Consultation zone A consultation zone pertains to land for which a Supplier must consult with Hydro-Québec Distribution to verify the impact of installing wind turbines following the award of an electricity supply contract. If applicable, Hydro-Québec Distribution may oppose the siting of some wind turbines if they interfere with the operation of Hydro-Québec's facilities or put the safety of Hydro-Québec's facilities at risk. C) Distance Distance calculated from the wind turbine tower, based on digital cartography. D) Wind turbine height Height of the wind turbine at the hub; the overall height is the height including the blade. 2) TELECOMMUNICATION NETWORK Generally speaking, the following distances are required: RESTRICTION ZONE The physical clearance to be observed for a telecommunication site is equal to the overall height of the wind turbine plus 10 meters from the telecommunication facility generally delimited by a security fence, or from the property line. CONSULTATION ZONE a) For a point to point microwave link (frequency superior to 890 MHz) 1) the consultation zone is delimited by a radius of 1 kilometre around the centre of the transmitter and receiver antennas; and December 18 th, 2013 p. 2

147 Call for Tenders A/O Appendix 10 Minimum Distances to maintain with respect to Hydro-Québec's Infrastructures 2) Outside of the radius of 1 km, the consultation zone continues taking the form of a cylinder of diameter "D C " between the transmitter and receiver antennas, where : DC = DR + 52 D C = diameter of the cylinder, in meters [m] D R = diameter of the wind turbine rotor, in meters [m] L = Distance of the radio path, in kilometres [km] ƒ = frequency, in gigahertz [GHz] L f Nota: The preceding equation is based on a distance equal to three (3) times the maximum clearance of Fresnel s first zone. b) For an earth station s satellite link 1) the consultation zone is delimited by a radius of 0,5 km around the centre of the earth station s antenna; and 2) Over that distance, the consultation zone should include a cone with its summit at the antenna and directing its base toward the satellite, calculated as follows: DC = DR L f D C = diameter of the cone s base, in meters [m] D R = diameter of the wind turbine rotor, in meters [m] L = distance from the cone s summit to its base, in kilometres [km] (max. distance = 10 km) ƒ = frequency, in gigahertz [GHz] c) For a frequency modulation (FM) type broadcast transmitter The consultation zone is delimited by a radius of 2 km around the centre of the FM transmitter. d) For a mobile or point to point land network (frequency below 890 MHz) The consultation zone is delimited by a radius of 1 km for transmitting mobile land stations, point to point stations below 890 MHz, cellular networks, and other wireless mobile service providers. December 18 th, 2013 p. 3

148 Call for Tenders A/O Appendix 10 Minimum Distances to maintain with respect to Hydro-Québec's Infrastructures PRIOR NOTICE TELECOMMUNICATIONS Given the strategic and confidential nature of some information relating to Hydro-Québec s telecommunication facilities, Hydro-Québec Distribution agrees to issue a prior notice, before the bids are submitted, for any wind farm project located on private land within the consultation zone of a Hydro-Québec telecommunication facility. A written request must be addressed by the registered bidder to the Official Representative no later than the date mentioned in Section 3.1 of the call for tenders document. The request must include a digital map showing the wind farm installation area and the geo-referenced location of the proposed wind turbines. With respect to public land, Hydro-Québec has already issued prior notices concerning the installation of wind measurement towers or wind farms in the preliminary phase to the Ministère des Ressources naturelles (MRN), when these are located wholly or partly on public land. 3) POWER LINES Generally speaking, the following distances calculated from the edge of the right-of-way are required: RESTRICTION ZONE For a transmission or distribution power line (all voltage levels), the restriction zone is equal to the overall height of the wind turbine + 10 m. CONSULTATION ZONE The consultation zone consists of one (1) kilometer for a transmission power line ( 44 kv). The consultation zone for a distribution power line (< 44 kv) will be defined at a later time. 4) SUBSTATIONS Generally speaking, the following distances, calculated from the Hydro-Québec property line or substation security perimeter usually delimited by the fence, are required: RESTRICTION ZONE a) 735-kV transmission substations and plant switchyards (transformer substations): The restriction zone is 500 meters. This requirement also applies to the access road to these substations; b) Other substations ( 315 kv): December 18 th, 2013 p. 4

149 Call for Tenders A/O Appendix 10 Minimum Distances to maintain with respect to Hydro-Québec's Infrastructures The restriction zone is equal to the overall height of the wind turbine + 10 meters. This requirement also applies to the access road to these substations. CONSULTATION ZONE For substations 315 kv and less, the consultation zone is 250 m from the substation. 5) GENERATING FACILITIES DEFINITIONS A) Civil work: Dike, dam, spillway, control structure, embankment stabilization structure, etc. B) Power plant and ancillary structure: Power plant: all types of power plants (hydroelectric, thermal, diesel, nuclear, wind) including control buildings; Ancillary structures: canals, intake structures, surge chambers, access gallery gantries, fuel storage and handling facilities (oil and gas), etc. C) Corrective installation: Installation related to fauna and the human environment created by Hydro-Québec as part of a project or for environmental protection purposes, excluding installations which are civil works. D) Site building and facilities: Administration building, service building, construction site camp and housing, permanent or temporary auxiliary buildings (warehouse, pumping station, etc.) including parking, maneuvering and storage areas. E) Hydro-Québec roads: Main road: snow-plowed road providing access to a plant, substation, spillway, temporary or permanent housing, etc; Secondary road: non-plowed road providing access to various structures; Limited access road: road used to access borrow pits, dams or other structures. Generally speaking, the following minimum distances are required: RESTRICTION ZONE December 18 th, 2013 p. 5

150 Call for Tenders A/O Appendix 10 Minimum Distances to maintain with respect to Hydro-Québec's Infrastructures Civil works: the greater of 10 times the overall height of the wind turbine or one (1) km (see definition A) ; Power plants and ancillary structures: 500 m (see definition B) ; Corrective installations: 500 m (see definition C). This value is indicative and could be revised in light of the characteristics of the corrective installations and the available information at the detailed design after award; Buildings and site facilities: 500 m (see definition D). This value is indicative and could be revised in light of information available at the detailed design stage after award. Generally speaking, the minimum distances are calculated as follows: Civil works: from the foundation closest to the structure; Power plant and ancillary structure: from the facility security perimeter generally delimited by a security fence, the property line, or the structure foundation; Corrective installation: from the installation boundary or its component closest to the wind turbine; Building: from the facility security perimeter generally delimited by a security fence or the property line; Access roads to Hydro-Québec facilities: from the road right-of-way. CONSULTATION ZONE The consultation zone consists of one (1) kilometer from a Hydro-Québec power plant, ancillary structure or corrective installation. For Hydro-Québec access roads (see definition E), the consultation zones are as follow: a) Main Hydro-Québec Production road: 500 m b) Secondary Hydro-Québec Production road: 150 m c) Limited access Hydro-Québec Production road: 50 m At no time, can the construction, operation or maintenance works of a wind farm impede the access to Hydro-Quebec facilities. 6) OTHER RESTRICTION ZONES Furthermore, no wind turbine may be installed on land for which Hydro-Québec holds full ownership, emphyteutis or access rights unless the bidder holds, at the time its bid is submitted, a letter of intent or option agreement issued by Hydro-Québec Expertise immobilière. December 18 th, 2013 p. 6

151 Call for Tenders A/O Appendix 11 Standard Contract APPENDIX 11 STANDARD CONTRACT December 18 th, 2013 p. 1

152 STANDARD ELECTRICITY SUPPLY CONTRACT WIND ENERGY CALL FOR TENDERS A/O BETWEEN [LEGAL DESIGNATION OF SUPPLIER] AND HYDRO-QUÉBEC DISTRIBUTION [NAME OF WIND FARM] DATE: ************ [Note: The present Standard Contract is adapted according to a connection to the transmission system. If the connection is made on the medium-voltage network through a switching substation, then the present Standard Contract will be modified accordingly.] December 18 th, 2013

153 Appendix 11 Standard Contract Call for Tenders A/O Electricity Supply Contract TABLE OF CONTENTS PART I DEFINITIONS DEFINITIONS... 3 PART II PURPOSE, TERM AND APPROVAL OF CONTRACT PURPOSE OF CONTRACT TERM OF CONTRACT APPROVAL BY THE RÉGIE... 8 PART III MILESTONE EVENTS MILESTONE EVENTS Guaranteed commencement date of deliveries Timetable Obligations... 9 PART IV CONDITIONS FOR DELIVERY OF ELECTRICITY CONTRACT QUANTITIES Contract capacity Contract energy REFUSAL OR INABILITY TO TAKE DELIVERY Refusal to take delivery Inability to take delivery due to operating limitations and restrictions Inability to take delivery Curtailment of generation REVISION OF CONTRACT ENERGY ELECTRICITY DURING TESTING AVAILABILITY OF EQUIPMENT AND ACCESS TO DATA Availability of equipment Access to wind farm operating data DELIVERY POINT ELECTRICAL LOSSES ELECTRICITY METERING December 18 th, 2013 p. i

154 Appendix 11 Standard Contract Call for Tenders A/O Electricity Supply Contract PART V PRICING, BILLING AND PAYMENT PRICE OF ELECTRICITY Price for eligible energy Amount for energy made available Electricity delivered during the testing period BILLING PROCEDURES PAYMENT OF INVOICES AND SET-OFF PART VI DESIGN AND CONSTRUCTION DESIGN, CONSTRUCTION AND REIMBURSEMENT Design and construction Reimbursement of switchyard costs PRODUCTION OF REPORTS AND METEOROLOGICAL DATA Project plan, progress reports and final report Regional content and Québec content reports Meteorological data COMPLIANCE REPORT PERMITS AND AUTHORIZATIONS MAINTENANCE SCHEDULE AND LOGS Standard annual maintenance program Major work program Annual maintenance program Maintenance log Unavailibility log ELECTRICAL SUPPLY BY THE DISTRIBUTOR PART VII COMMENCEMENT OF DELIVERIES COMMENCEMENT DATE OF DELIVERIES PART VIII RELATED CONTRACTS AND OTHER OBLIGATIONS RELATED CONTRACTS AND OTHER OBLIGATIONS Financing contract Environmental attributes Guaranteed regional content and guaranteed Québec content Origin of wind turbines and strategic components Wind power production incentives Dismantlement of the wind farm Control of the wind farm An act respecting contracting by public bodies PART IX SECURITY December 18 th, 2013 p. ii

155 Appendix 11 Standard Contract Call for Tenders A/O Electricity Supply Contract 25 SECURITY Commencement of deliveries security Operating security Dismantlement security Form of security Failure to renew Review of security amounts PART X INSURANCE INSURANCE General requirements All-risk insurance General liability insurance Other obligations Notices and times PART XI SALE, ASSIGNMENT, CHANGE OF CONTROL AND INTEREST SALE AND ASSIGNMENT CHANGE OF CONTROL AND INTEREST Change of control of a company Change in interest in a limited partnership Change in interest or control of a general partnership Supplier s organizational chart PART XII DAMAGES AND PENALTIES PENALTIES Penalty for delay in commencement of deliveries Penalty with respect to the guaranteed regional content and guaranteed Québec content DAMAGES IN THE EVENT OF DEFAULT TO TAKE OR DELIVER ENERGY Default to take delivery Default to deliver the contract energy DAMAGES IN THE EVENT OF A REVISION OF THE CONTRACT ENERGY DAMAGES IN THE EVENT OF TERMINATION Termination following an event related to Section Termination following an event related to Section LIQUIDATED DAMAGES FORCE MAJEURE PART XIII TERMINATION TERMINATION Termination for a default prior to the commencement date of deliveries Termination for a default after the commencement date of deliveries Remedy by the lender or affiliated lender December 18 th, 2013 p. iii

156 Appendix 11 Standard Contract Call for Tenders A/O Electricity Supply Contract 35.4 Method of termination Effects of termination PART XIV MISCELLANEOUS PROVISIONS INTERPRETATION AND APPLICATION General interpretation Times Failure and delay Taxes Full agreement Invalidity of a provision Place of execution of the contract Legal representatives and successors Default or omission Mandatory (if required) NOTICES AND COMMUNICATION OF DOCUMENTS DISTRIBUTOR S APPROVAL AND REQUIREMENTS DELIVERY OF DOCUMENTS AND OTHER INFORMATION MAINTENANCE OF RECORDS APPENDIX I APPENDIX II APPENDIX III APPENDIX IV APPENDIX V APPENDIX VI APPENDICES Description of the main specifications of the wind farm Ownership pattern of the Supplier Maximum credit limits based on the level of risk Terms and conditions applicable to security Manufacturing plants of the wind farm s wind turbines Rules and procedures for determining the regional content and Québec content APPENDIX VII Data made accessible by the Supplier APPENDIX VIII Methodology used for determining the percentage of average loss at the power transformer APPENDIX IX Supplier s commitments with respect to the application of the Terms of Reference and to the annual payments related to the presence of wind turbines made to local municipalities, RCM, Native communities and private landowners December 18 th, 2013 p. iv

157 Appendix 11 Standard Contract Call for Tenders A/O Electricity Supply Contract Electricity supply contract entered into in Montréal, Province of Québec, on the ** day of **********, 20**. BETWEEN ************************, a company incorporated under (Company name) *********************, having its principal place of business at (name of act) ************************************* ********************************************************** ***********************************************, (Address Province/State Country) represented by ****************************************, (Name and title of representative) duly authorized for the purposes hereof, hereinafter called the Supplier ; AND HYDRO-QUÉBEC, acting through its Hydro-Québec Distribution division, a company incorporated under the Hydro-Québec Act (R.S.Q., c. H-5), having its head office at 75 René-Lévesque blvd West, Montréal, Québec, H2Z 1A4, represented by **********************************, Hydro-Québec Distribution, (Name and title of representative), duly authorized for the purposes hereof, hereinafter called the Distributor ; hereinafter referred to individually as the Party and collectively as the Parties. WHEREAS Hydro-Québec is a company involved in the generation, transmission and distribution of electricity in Québec; WHEREAS Hydro-Québec s electricity distribution and transmission activities are under the jurisdiction of the Régie de l énergie, as provided for in the Act respecting the Régie de l énergie (R.S.Q., c. R-6.01); WHEREAS Hydro-Québec s electricity distribution activities, which include the supply of electricity to Québec markets, are handled by its Hydro-Québec Distribution division, i.e. the Distributor, which is a Party to this agreement; WHEREAS Hydro-Québec s electricity transmission activities are handled by its Hydro- Québec TransÉnergie division; December 18 th, 2013 P. 1

158 Appendix 11 Standard Contract Call for Tenders A/O Electricity Supply Contract WHEREAS the Distributor operates a public utility and must provide safe and reliable service and superior power quality to a diversified customer base in keeping with current industry standards and practices; WHEREAS the Distributor issued a call for tenders on aimed at procuring electricity for its Québec markets originating from wind energy in accordance with: Regulation respecting a 450 MW block of wind energy, and has taken into account the principles stated in: Order-in-Council Concernant les préoccupations économiques, sociales et environnementales indiquées à la Régie de l'énergie à l'égard d'un bloc 450 mégawatts d'énergie éolienne, WHEREAS the Supplier was chosen by the Distributor following said call for tenders; WHEREAS the purpose of this contract is to set the terms and conditions for the supply of electricity by the Supplier to the Distributor; WHEREAS the Supplier intends to build and operate a wind farm to generate electricity in the municipalities of *****************, (************ RCM), in the Province of Québec; WHEREAS the Supplier will own said wind farm; WHEREAS the Supplier agrees to deliver and sell to the Distributor a certain quantity of energy generated by the wind turbines on its wind farm and the Distributor agrees to purchase said quantity of energy as per the terms and conditions of this contract and its Appendices; WHEREAS the Supplier intends to sign a connection agreement with Hydro-Québec TransÉnergie; WHEREAS this electricity supply contract is subject to approval by the Régie de l énergie. December 18 th, 2013 P. 2

159 Appendix 11 Standard Contract Call for Tenders A/O Electricity Supply Contract NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: PART I DEFINITIONS 1 DEFINITIONS In the contract, unless otherwise indicated by the context, the following expressions have the definitions attributed to them hereinafter: Affiliate With respect to a given person, any other person who directly or indirectly controls or is controlled by said person. A person is deemed to control another person if said person is directly or indirectly responsible for managing or controlling the other person s management- or policy-related decisions, either through direct or indirect ownership of shares or voting equity, or by contract or otherwise. Any person is deemed to control a company of which, at a given time, the person is a general partner, in the case of a limited partnership, or is a partner who has the capacity to bind the company, in all other cases; Affiliated lender A lender of funds who is an affiliate of the Supplier and who provides the financing for the construction or operation of the wind farm or a portion thereof; Bank A Canadian commercial bank or a foreign commercial bank with a Canadian branch or the Caisse centrale Desjardins; Billing period A period of about thirty (30) days corresponding to each of the twelve (12) months of the calendar year that is taken into account for billing purposes; Business days Monday to Friday, from 8:00 A.M. to 5:00 P.M., Eastern Time, with the exception of holidays; Collector system The Supplier s equipment connecting the wind turbines to the transforming substation, from the low-voltage terminals of the transformers specific to each wind turbine to the point where the medium-voltage lines are connected to the transforming substation s terminal structure; December 18 th, 2013 P. 3

160 Appendix 11 Standard Contract Call for Tenders A/O Electricity Supply Contract Commencement date of deliveries In accordance with Section 23, the date on which the Supplier begins delivery of the contract energy; Connection agreement The agreement between the Supplier and the transmission provider dealing with the requirements and conditions pertaining to the connection of the wind farm to the transmission provider s system, and to the operating methods of the wind farm; Contract This electricity supply contract and its appendices; Contract capacity A quantity of capacity, expressed in megawatts ( MW ), as indicated in Section 6.1; Contract energy A quantity of energy expressed in MWh, as indicated in Section 6.2 or as revised under Section 8, if applicable; Contract year A period of twelve (12) consecutive months beginning on January 1 and ending on December 31 of the same calendar year. The first and last contract years may have less than twelve (12) months. The first contract year begins on the commencement date of deliveries; Credit rating agencies Standard & Poor s Rating Group (division de McGraw-Hill, Inc.) or its successor (hereinafter S&P), Moody s Investors Service, Inc. or its successor (hereinafter Moody s) or Dominion Bond Rating Service Limited or its successor (hereinafter DBRS) or any other credit rating agency agreed to by the Parties; Delivery point The point where the electricity generated by the wind farm is delivered, as defined in Section 11; Eligible energy A quantity of energy, expressed in megawatt hours ( MWh ), which, for a given hour, is equal to the lesser of the net delivered energy or the contract capacity multiplied by one hour; December 18 th, 2013 P. 4

161 Appendix 11 Standard Contract Eligible region Call for Tenders A/O Electricity Supply Contract The regional county municipality of Matanie and the administrative region of Gaspésie- Îles-de-la-Madeleine; Energy made available For a given hour, the quantity of energy that the Supplier has made available at the delivery point and the Distributor has not received pursuant to the second paragraph of Section 7.2 or Section 7.3; Environmental attributes Has the meaning ascribed to it in Section24.2 of the contract. Guaranteed commencement date of deliveries The latest date as of which the Supplier agrees to begin delivery of the contract energy, as specified in Section 5.1 or as deferred as per the contractual provisions; Guaranteed Québec content A value expressed as a percentage representing the Québec content that the Supplier agrees to attain as indicated in Section 24.3; Guaranteed regional content A value expressed as a percentage representing the regional content that the Supplier agrees to attain as indicated in Section 24.3; Holiday New Year s Eve, New Year s Day, January 2nd, Good Friday, Easter Monday, the Fête des Patriotes or Victoria Day, Saint-Jean-Baptiste Day, Canada Day, Labour Day, Thanksgiving Day, Christmas Eve, Christmas Day, Boxing Day and any other holiday observed in Québec and decreed by proclamation of the federal or provincial government or any other day by agreement of the Parties; Lender The main lender of funds, or the group of entities making up the main lender of funds, with the exception of the affiliated lender, that provides the financing during construction or the permanent financing of the wind farm; December 18 th, 2013 P. 5

162 Appendix 11 Standard Contract Local environment Call for Tenders A/O Electricity Supply Contract Local environment, as described in Order-in-Council , it is composed of one or more of the following components, an RCM, a local municipality, a Native community, an intermunicipal board and a cooperative with a participation of 50% or more in the control of the wind farm; Metering point The point where the equipment which records the quantities of energy and capacity delivered by the wind farm is located; Milestone events The milestones that precede the guaranteed commencement date of deliveries with which are associated certain requirements that the Supplier agrees to meet at the latest by a milestone date specified in Section 5.2; Net delivered energy For a given period, the energy supplied by the Supplier and received by the Distributor at the delivery point, adjusted to take into account electrical losses as stipulated in Section 12, in the event that the metering point and delivery point are different; Person A natural person, a legal person, a cooperative, a partnership, a joint venture, an unincorporated association, a labour union, a trust, or any other legal entity, as the case may be; Québec content The percentage of expenditures made in Québec for the wind farm relative to the total costs of the wind farm in accordance with the provisions of Appendix VI. The percentage of Québec content is obtained by dividing the allowable Québec expenditures by the total cost of the wind farm and multiplying the result by 100; Régie The Régie de l énergie constituted under the Act respecting the Régie de l énergie (R.S.Q., c. R-6.01) or any successor; December 18 th, 2013 P. 6

163 Appendix 11 Standard Contract Regional content Call for Tenders A/O Electricity Supply Contract The percentage of expenditures made in the eligible region for the manufacture of the wind farm wind turbines in relation to the cost of the wind farm wind turbines as established in Appendix VI. The percentage of regional content is obtained by dividing the allowable regional expenditures by the cost of the wind farm wind turbines and multiplying the result by 100; Switchyard The transforming substation and collector system; Target components of the wind turbines [include list of target components identified in the bid]; Target strategic components [include list of target strategic components identified in the bid]; Terms of Reference The Terms of Reference for the Siting of Wind Farms on Farmland and in Woodlands, prepared by the groupe Affaires Corporatives et secrétaire général of Hydro-Québec dated November 4, 2005, and revised October 31 st, 2013; Transforming substation The Supplier s equipment required for the high-voltage transformation and connection of the wind farm to the transmission provider s system, including associated mediumvoltage disconnecting devices; Transmission provider Hydro-Québec s TransÉnergie division; Wind farm The generating facilities, the switchyard, meteorological masts, access roads, land required for the installation of wind turbines and the passage of the collector system, and any other installations, equipment or related structures belonging to the Supplier or over which the latter has rights, used to generate and deliver electricity and located in the municipalities of ******************, (************ RCM), in the province de Québec; the wind farm s location and main electrical equipment are presented in Appendix I; December 18 th, 2013 P. 7

164 Appendix 11 Standard Contract Call for Tenders A/O Electricity Supply Contract PART II PURPOSE, TERM AND APPROVAL OF CONTRACT 2 PURPOSE OF CONTRACT The contract defines the conditions of sale by the Supplier and the conditions of purchase by the Distributor of energy and capacity at the delivery point. The obligations related to the delivery and sale of energy and capacity defined in the contract are guaranteed by the Supplier, and those related to the receipt and purchases of said energy are guaranteed by the Distributor. All the electricity generated by the wind farm and delivered to the delivery point shall be sold exclusively to the Distributor. The Supplier agrees to begin delivery of the contract energy to the Distributor at the delivery point associated with the wind farm as indicated in Section 11, starting on the guaranteed commencement date of deliveries. 3 TERM OF CONTRACT Subject to the conditions contained therein, the contract shall be in force starting from its date of execution and shall end after a period of ** (***) years has passed, starting from the commencement date of deliveries. 4 APPROVAL BY THE RÉGIE The Distributor shall submit the contract for approval to the Régie within a reasonable period of time following its execution. The Parties obligation to fulfill the conditions of the contract is conditional on obtaining the Régie s final approval of the contract. If such approval is not received within one hundred and twenty (120) days following submission of the contract to the Régie, the Supplier may cancel the contract by sending ten (10) days prior written notice to that effect to the Distributor. In such a case, no damages may be claimed either by the Supplier or by the Distributor and the Distributor shall return to the Supplier the security given under Section 25. However, if the Régie gives its approval within the aforementioned ten (10) day period, said notice shall be null and void and the contract shall remain in force. If the Régie does not approve the contract, the contract shall become null and void upon receipt of a notice to that effect by either of the Parties. In such a case, the Parties agree not to claim any damages and the Distributor shall return to the Supplier the security given under Section 25. December 18 th, 2013 P. 8

165 Appendix 11 Standard Contract Call for Tenders A/O Electricity Supply Contract PART III MILESTONE EVENTS 5 MILESTONE EVENTS [Note: The contents will reflect the specific conditions of the bid] 5.1 Guaranteed commencement date of deliveries The guaranteed commencement date of deliveries shall be **********. The Supplier warrants that the commencement date of deliveries shall not be later than the guaranteed commencement date of deliveries. 5.2 Timetable The Supplier agrees to meet, in accordance with the requirements of Section 5.3, the conditions of each milestone event defined in this section by each respective milestone date. Milestone events and milestone dates: Milestone event 1: Notice of acceptability of the impact study: ************ [18 months prior to the guaranteed commencement date of deliveries set by the Distributor.] Milestone event 2: Site, permits, notice to proceed and financing: ************ [6 months prior to the guaranteed commencement date of deliveries set by the Distributor.] Milestone event 3: Laying of foundations: ************ [3 months prior to the guaranteed commencement date of deliveries set by the Distributor.] 5.3 Obligations The Supplier must meet the following conditions by the corresponding milestone date for each milestone event: Milestone Event 1 Notice of acceptability of impact study: the Supplier shall provide the Distributor with the notice of acceptability of the wind farm impact study issued by the ministère du Développement durable, de l Environnement, de la Faune et des Parcs and, if need be, a notice from the federal authority which confirms to the Supplier the scope of the environmental assessment that will be conducted. December 18 th, 2013 P. 9

166 Appendix 11 Standard Contract Call for Tenders A/O Electricity Supply Contract Milestone event 2 Site, permits, notice to proceed and financing: the Supplier shall provide the Distributor with a copy of the following documents: (i) The layout report mentioned in Section 18.1; (ii) Evidence that demonstrate to the Distributor s reasonable satisfaction, that the Supplier owns the rights to the lands required for the installation and operations of the wind farm, as provided for in the contract, with respect to 100% of the public land and 100 % of the units of assessment related to the private land concerned. In the case of a wind farm in whole or in part on private lands, such evidence should take the form of a statement from the Supplier to the effect that he owns the rights to the lands for the duration of the contract. In the case of a wind farm in whole or in part on public lands, such evidence must take the form of a lease agreement for the reserved land area in respect of lands in the domain of the State issued by the ministère des Ressources naturelles, a RCM or a municipality or an Order-in-Council, or a notarized purchase agreement, a notarized lease agreement or surface rights agreement or real rights of servitude, and must include all the rights of renewal required to meet the conditions of the contract; (iii) any certificate of authorization required under the Environment Quality Act (C.Q.L.R., c. Q-2) and, if applicable, any permit, license or authorization required under a federal act; (iv) if applicable, a letter from the lender or the affiliated lender stating that the final financing contract for the construction and operation of the wind farm has been executed and the other relevant final financing documents have been completed; (v) copy of the connection agreement signed by the Supplier and the transmission provider, and any amendment made to this agreement, if applicable; (vi) the notice to proceed upon delivery of the wind turbines and the proof required in Section 24.4 of the contract demonstrating that the target wind turbine components, as well as the target strategic components, are manufactured in the plants specified in Appendix V, as well as a copy of the certification requested in Appendix I of the contract. Milestone Event 3 Casting of foundations: the Supplier shall provide the Distributor with proof indicating to the Distributor s satisfaction that the foundations have been laid and completed for at least 80 % of the total number of wind turbines on the wind farm. If, on the milestone date of any of the milestone events listed above, the Supplier has not met all of the obligations indicated herein for the given milestone event, the Supplier shall submit to the Distributor, within ten (10) business days following December 18 th, 2013 P. 10

167 Appendix 11 Standard Contract Call for Tenders A/O Electricity Supply Contract the given milestone date, a report demonstrating that the Supplier has done everything that was reasonably required to comply with said milestone date and showing the schedule that the Supplier set up so that all of the obligations are met. If the Distributor does not receive said report within said period of time, Section 35.1(f) may be applied. If the Distributor is reasonably satisfied with the report, Section 35.1(f) cannot be applied and the Distributor shall defer the given milestone date by the number of days required based on the information received, without such deferral exceeding three (3) months. Said deferral can only be applied once for a given milestone event and has no impact on the milestone date of the next milestone event. During said deferral period, the Distributor may ask the Supplier to provide it with a progress report on a regular basis. If, on the new milestone date, the Supplier has not met all of the obligations associated with the given milestone event as indicated herein, Section 35.1(f) may be applied. If, on the milestone date of milestone event 2, all of the decisions have not yet been rendered by the competent regulatory authorities regarding the certificate of authorization or any permit, licence or authorization under milestone event 2 (iii), the Supplier may inform the Distributor of its decision to not proceed with the construction of the wind farm if all of said decisions have not been rendered by the regulatory authorities within sixty (60) days of said notice. Upon receipt of said notice, the Distributor shall transmit to the Supplier prior notice of termination of sixty (60) days under Section 35.1(f) and if all of said decisions are not rendered by the regulatory authorities prior to the expiration of said prior notice period, the contract shall be terminated by the Distributor, Section 35.5 shall apply, and the Distributor shall have no other recourse against the Supplier. If, during the process of obtaining the notice of acceptability provided for in milestone event 1 or during the process of obtaining the certificate of authorization stipulated in milestone event 2 (iii), a regulatory authority requires that the Distributor be present or that the Distributor provide information, the Distributor agrees to conform to this request. However, when a regulatory authority requires the Distributor to provide it with commercial or strategic information that belongs to the Distributor or to a third party and that such information is confidential, the Distributor reserves the right to ask the authority to treat the information confidentially and, if applicable, the Supplier shall cooperate with the Distributor in its efforts to limit the scope of such a disclosure. When the Supplier asks the Distributor to provide it with confidential information, as described herein, the Distributor reserves the right to refuse by invoking confidentiality. If a competent regulatory authority decides to not grant the certificate of authorization or any permit, licence or authorization under milestone event 2 (iii) or include conditions that may compromise the feasibility or the profitability of the wind farm, the Supplier may, within ten (10) business days following the receipt of such a decision, inform the Distributor of its decision to not proceed with the construction of the wind farm. In such a case, the Supplier shall be deemed to be in default under Section 35.1(f). Consequently, the contract shall be terminated by the December 18 th, 2013 P. 11

168 Appendix 11 Standard Contract Call for Tenders A/O Electricity Supply Contract Distributor, Section 35.5 shall apply, and the Distributor shall have no other recourse against the Supplier. Subject to the preceding, any provision in Section 5 which refers to the obligations associated with the milestone date of a milestone event or the guaranteed commencement date of deliveries continues to apply for any revised milestone date or revised guaranteed commencement date of deliveries in accordance with the contract provisions. December 18 th, 2013 P. 12

169 Appendix 11 Standard Contract Call for Tenders A/O Electricity Supply Contract PART IV CONDITIONS FOR DELIVERY OF ELECTRICITY 6 CONTRACT QUANTITIES 6.1 Contract capacity The contract capacity is set at *** MW and is equal to the wind farm s installed capacity. The Supplier agrees to limit the capacity injected at the delivery point so that at any time it does not exceed ****** MW. 6.2 Contract energy The contract energy is set at ***** MWh for a contract year comprising three hundred and sixty-five (365) days (or at the revised value pursuant to Section 8). For a contract year that is a leap year or that contains less than three hundred and sixty-five (365) days, the contract energy shall be prorated based on the number of days in the year being considered. For each contract year, the Supplier agrees to deliver and sell a quantity of energy that is at least equal to the contract energy. For each contract year, the Distributor agrees to receive and pay all of the eligible energy and also pay for the energy made available, subject to the applicable restrictions stipulated in the contract. For any contract year, the Supplier is deemed to have met its obligation to deliver the contract energy if the aggregate of the eligible energy and the energy made available is at least equal to the contract energy. December 18 th, 2013 P. 13

170 Appendix 11 Standard Contract Call for Tenders A/O Electricity Supply Contract 7 REFUSAL OR INABILITY TO TAKE DELIVERY 7.1 Refusal to take delivery For a given hour, the Distributor may refuse to take delivery of energy and refuse to pay any amount whatsoever: i) with respect to any quantity of energy that is delivered in excess of the contract capacity or the capacity level specified by the Distributor under Section 7.4, subject to the provisions of said Section; ii) iii) iv) if the Supplier does not operate the wind farm, either in whole or in part, during periods of cold temperature as established in Section 10.1, and if the Supplier does not make the necessary corrections to its wind farm to remedy such default within thirty (30) days of having been so notified by the Distributor. However, if the temperature falls below -30 o C, the Supplier may interrupt or reduce the generation from the wind turbines provided that the latter are started up or made again available up to their rated output by the time the temperature rises to -30 o C, subject to the transmission provider s requirements; if the Supplier does not provide access to the wind farm operational data as established in Section 10.2, and if the Supplier does not remedy such default within thirty (30) days of having been so notified by the Distributor. when the Supplier is in default regarding a material obligation of the contract and does not attempt to remedy such default within ten (10) days of having been so notified by the Distributor; v) when the Supplier is in default regarding the local environment s commitments, in particular those mentioned under Section 24.7, and does not remedy such default within thirty (30) days of having been so notified by the Distributor. The quantities of energy not received under paragraphs (ii), (iii), (iv) and (v) are subject to the damages stipulated in Section Inability to take delivery due to operating limitations and restrictions After the commencement date of deliveries, as long as the Supplier is subject to operating limitations and restrictions imposed by the transmission provider, no amount of energy not delivered by the Supplier shall be taken into account as energy made available, and thus, until the date when the transmission provider will have confirmed in writing to the Distributor the completion of the work associated with the wind farm s connection. December 18 th, 2013 P. 14

171 Appendix 11 Standard Contract Call for Tenders A/O Electricity Supply Contract 7.3 Inability to take delivery The Distributor is not obligated to pay any amount whatsoever for any quantity of energy which it cannot take due to a suspension of the connection agreement resulting from a default by the Supplier. With the exception of cases where the connection agreement has been so suspended or a force majeure has been declared by the transmission provider, any quantity of energy not delivered as a result of an inability on the transmission provider s part to deliver the electricity made available to it at the delivery point is considered to be energy made available. 7.4 Curtailment of generation At the Distributor s request, transmitted to the Supplier by the Distributor or the transmission provider, the Supplier shall limit the generation of the wind farm at certain times to the capacity level specified by the Distributor. Any quantity of energy that is not delivered due to such a request on the Distributor s part shall be cumulated as energy made available. Under sections 7.3 and 7.4, the energy that is not delivered due to an outage or unavailability of equipment in the wind farm s switchyard or due to an outage or unavailability of the generation installations of the wind farm, is not taken into account when calculating the energy made available. Such energy made available shall be taken into account when calculating the amount to be paid for energy, as set out in Section The energy made available is recognized only to the time period during which the transmission provider was unable to deliver the electricity made available at the delivery point. 8 REVISION OF CONTRACT ENERGY After a period of sixty (60) months has elapsed following the commencement date of deliveries, if, for a given contract year, the sum of the eligible energy and the energy made available is less than the contract energy, the Supplier may reduce the contract energy to a level that can reasonably be maintained based on the performance observed since the commencement of the contract. Such revised quantities shall apply as of the commencement of the billing period following the receipt of a notice by the Distributor. In such a case, the Supplier shall pay the Distributor the damages stipulated in Section 31 and the contract energy cannot afterwards be revised upward. If, following a revision of the contract energy, the Supplier s performance deteriorates, Section 8 may apply again. December 18 th, 2013 P. 15

172 Appendix 11 Standard Contract Call for Tenders A/O Electricity Supply Contract 9 ELECTRICITY DURING TESTING The Distributor shall take delivery of the net delivered energy during the verification tests provided for under the connection agreement or any amendment to said agreement which provides for tests similar to those listed in said agreement, at the price indicated in Section 14.3, provided that the Supplier meets its obligations under the connection agreement. 10 AVAILABILITY OF EQUIPMENT AND ACCESS TO DATA 10.1 Availability of equipment Ten (10) business days prior to the commencement date of deliveries and, subsequently, ten (10) business days before the beginning of each month, the Supplier shall provide the Distributor with an availability schedule for the next two (2) months which must include for each hour the available capacity of each wind turbine and of the wind farm s switchyard, taking scheduled maintenance into consideration. The Supplier shall immediately inform the Distributor of any anticipated change in the available capacity and provide the Distributor with a revised schedule for the remainder of the current month and the following month. When the Supplier expects that the wind farm will be exposed to exceptional climatic conditions (in particular ice accretion, high winds and extreme temperatures) likely to affect the availability of the wind farm, the Supplier shall immediately inform the Distributor of the anticipated reduction in available capacity. The Supplier shall also inform the Distributor when such conditions have ceased and generation at the wind farm is back to normal. During cold spells, the Supplier shall operate the wind farm without any cold temperature restrictions up to -30 C. All availability schedules shall be transmitted to the Distributor by electronic means. The schedule for a given hour is expressed by the end time, for example, the time 5:00 A.M. covers the time from 4:01 A.M. to 5:00 A.M. In the event that the rules stipulated in this section can no longer be followed due to changes made to standards related to system reliability or safety, or as a result of changes made to the operating conditions of the transmission provider s system, the Parties shall negotiate in good faith new terms which must be consistent, insofar as possible, with the general intent of this section Access to wind farm operating data No later than ten (10) business days before the commencement date of deliveries, the Supplier shall provide the Distributor with computerized access that includes all of the data measured at the wind farm in keeping with the requirements of December 18 th, 2013 P. 16

173 Appendix 11 Standard Contract Call for Tenders A/O Electricity Supply Contract Appendix VII and shall inform the Distributor thereof. The Supplier shall give computerized access of the telecommunication and data acquisition infrastructure and the data calculation algorithms requested at the Appendix VII. From this computerized access point, the Distributor or transmission provider shall provide, install and maintain on the Supplier s premises the telecommunication equipment required for the transmission of the wind farm s data. The Supplier shall make available an adequate and secure space for the installation of the Distributor or transmission provider s telecommunication equipment. Either the Distributor or the transmission provider shall be in charge of retrieving the data. The Supplier shall grant a non-exclusive licence to the Distributor at no charge so that it may use said data at its discretion, including the right to transmit them to Hydro-Québec employees, consultants, partners or service providers. The Distributor undertakes to treat said data confidentially, unless a regulatory agency, court or government authority requires that the data be made public. However, the following is not considered confidential: a) data found in the public domain, prior to being transmitted to the Distributor by the Supplier, or having become public other than through a breach on the Distributor s part; or b) any data that the Distributor can prove, in writing, that it owned prior to the same data being transmitted by the Supplier, or c) any data obtained from a third party entitled to disclose it, or d) any consolidated production data involving more than one wind farm. 11 DELIVERY POINT The point where the electricity is delivered from the wind farm is located at the point where the conductors of the transmission provider s medium or high-voltage power line are connected to the insulators of the dead-end structure of the transforming substation belonging to the Supplier. 12 ELECTRICAL LOSSES Electrical losses between the metering point and delivery point, in the event the two points are different, shall be assumed by the Supplier. The percentage of any losses to be applied to the metered energy in order to determine the net delivered energy originating from the wind farm shall be set using the characteristics of the installed power transformer. It is preliminarily set at 0.5 % and may be reviewed at the request of the Supplier after a minimal period of one year has elapsed following the wind farm s commencement date of deliveries. To this end, the Supplier shall provide to the Distributor an expert report on the percentage of electrical transformer losses produced by an independent engineering firm selected by the Supplier and approved in advance by the Distributor, said December 18 th, 2013 P. 17

174 Appendix 11 Standard Contract Call for Tenders A/O Electricity Supply Contract approval not being withheld without a valid reason. The selected independent engineering firm may not have participated in the analysis, design, and execution of work or facility operations. She may however have been involved in monitoring the performance of work. The Expert report shall be signed by an engineer member of the Ordre des Ingénieurs du Québec. The content of the expert report on the electrical transformer losses and the methodology used to determine the average percentage loss are presented in Appendix VIII. The percentage of electrical transformer losses determined by the expert report shall apply as of the commencement of the billing period following its approval by the Distributor. In the event the power transformer is replaced, the Supplier will have to present a new expert report on the transformation losses based on said transformer s new specifications. If such a report is not presented before the billing period following the commissioning of the new transformer, the percentage of electrical transformer losses is preliminarily set at 0.5 %. The new transformer s percentage of losses shall apply to the billing period following the date of its replacement. 13 ELECTRICITY METERING The installation of the measurement transformers and metering equipment for the deliveries originating from the wind farm shall conform to the requirements stipulated in the connection agreement. When the transmission provider s metering equipment malfunctions such that the energy measured does not correspond to the actual delivery at the delivery point, the Parties shall agree to determine the net delivered energy during the period of equipment malfunction based on the available data and using the calculation formula which is the most equitable and accurate in order to be as close to the actual values as possible. December 18 th, 2013 P. 18

175 Appendix 11 Standard Contract Call for Tenders A/O Electricity Supply Contract PART V PRICING, BILLING AND PAYMENT 14 PRICE OF ELECTRICITY The price paid for electricity is a single price that includes the components energy and capacity. The price for capacity is included in the price for energy, expressed in $/MWh. For each billing period, the Distributor shall pay the Supplier the amount payable determined in accordance with Sections 14.1, 14.2 and Price for eligible energy During a given contract year, the Distributor shall pay for each MWh of eligible energy delivered in accordance with Section 6.2 a price that shall vary based on the quantity of eligible energy in the contract year. For a quantity of eligible energy less than or equal to 120% of the contract energy, the price Et is determined on January 1 st of each calendar year based on the price on January 1, On January 1, 2014, the price E 2014 shall be set at $*** /MWh. During the term of the contract, the price E t in force on January 1 st of contract year t expressed in $/MWh with four (4) digits after the comma (e.g. xx.xxxx) is determined based on the formulae shown below. The following formula is used to establish the price to be paid for the first contract year: [THE PRICING FORMULA SHALL BE INSERTED HERE] The following formula is used to establish the price to be paid for the second contract year: Where: CPI: Consumer Price Index, All Items, Canada, Seasonally Unadjusted, published by Statistics Canada, series CANSIM v (2002=100) ( IPC ). IPC MES: average value of the CPI, calculated for the 12 months ending at the end of the month that precedes the earlier of the following dates: the guaranteed commencement date of deliveries; the commencement date of deliveries. IPC 2014 : average value of CPI for the 12 months of the year 2014; IPC t-1 : average value of CPI for the 12 months of the calendar year t-1; December 18 th, 2013 P. 19

176 Appendix 11 Standard Contract Call for Tenders A/O Electricity Supply Contract IPC DDL : average value of CPI for the 12 months ending at the end of the month preceding the commencement date of deliveries. When the quantity of eligible energy exceeds 120% of the contract energy, the price applicable to such excess EX t shall be set as follows: For the first contract year in which such excess occurs, the price applicable to such excess EX t shall be equal to Et ; For the other contract years, the price applicable to such excess EX t shall be calculated as follows: where EX t : EX t = $26.75/MWh IPC t-1 IPC 2014 price per MWh of excess eligible energy to be paid during contract year t; IPC t-1 and IPC 2014 are the same as previously described Amount for energy made available R1 Over a quantity of energy made available equal to the product of the contract capacity and 24 hours in a given contract year, the Distributor shall pay the price in force under Section 14.1 for each MWh of energy made available. a) For a given hour, the energy made available under Section 7.3 shall be determined as follows: Where: ERD h : energy made available, in MWh, for the given hour; EC: Profil h : NbH h contract energy, in MWh, increased by 3% which represents the production losses due to maintenance and breakdowns; monthly generation profile shown in the table in Appendix I for the corresponding month of the given hour; number of hours of the corresponding month of the given hour; December 18 th, 2013 P. 20

177 Appendix 11 Standard Contract Call for Tenders A/O Electricity Supply Contract ELN h : net delivered energy during the given hour, in MWh; FC h : correction factor for unavailability for the given hour; Where: CP h : capacity of the switchyard decreased by the unavailability, outages, operating restrictions of the switchyard regardless of the restrictions imposed by the Distributor or the transmission provider for the given hour, in MW. [This value cannot exceed the lesser of the contract capacity or the capacity of MW [Note: insert original contract capacity, if applicable]; CE h : sum of the wind farm s wind turbines rated capacity that are not in maintenance or in fault, decreased by the wind turbines operating restrictions, if necessary, for the given hour, in MW. [This value cannot exceed the lesser of the contract capacity or the capacity of MW [Note: insert original contract capacity, if applicable]; PC: contract capacity. b) For a given hour, the energy made available under Section 7.4 shall be determined as follows: Where: ERD h : energy made available, in MWh, for the given hour; CP h : capacity of the switchyard decreased by the unavailability, outages, operating restrictions of the switchyard regardless the restrictions imposed by the Distributor or the transmission provider for the given hour, in MW. [This value cannot exceed the lesser of the contract capacity or the capacity of MW [Note: insert original contract capacity, if applicable]; V_EO h : average wind speed measured by the wind turbine nacelle anemometers, for the given hour, in m/s, obtained from the wind farm operating data, which the Distributor has access under the provisions of Section 10.2; PROD(.): empirical power curve of the wind farm providing the production of the wind farm, in MWh, based on the average wind speed measured December 18 th, 2013 P. 21

178 Appendix 11 Standard Contract Call for Tenders A/O Electricity Supply Contract tauxperteglace h : Pdisp_EO h : PC: PLAF h : by the wind turbine nacelle anemometers, and considering a 100% availability of the wind farm equipments. This curve is calculated from the wind farm operating data, which the Distributor has access under the provisions of Section 10.2, as well as from the measures of the net delivered energy adjusted to reflect a 100% availability of the wind farm equipments. The power curve is estimated using a data binning method applied to the average wind speed measured at the wind turbines nacelle anemometers, and is mutually agreed between the Distributor and Supplier. At the Distributor or Supplier s request, if curtailment occurred more than 5% of the hours of the current month, but never more than once per year, the empirical power curve will be re-established by taking the data of the twelve (12) months ending at the end of the month preceding the occurrence of the curtailment; losses rate associated with winter weather conditions (yield losses and wind turbine shutdown due to ice, frost, ice storm, etc.) for the given hour, which rate may vary between 0 and 1 and mutually agreed between the Distributor and Supplier; available capacity from the wind farm s wind turbines, for the given hour, in MW, obtained from the wind farm operating data, which the Distributor has access under the provisions of Section 10.2; contract capacity; limit of production of the wind farm imposed by the Distributor under the Section 7.4 during the given hour, in MWh. For the purposes of this section, the result can not be negative or exceed the product of the lesser of the contract capacity or the capacity of MW [Note: insert original contract capacity, if applicable] by one hour Electricity delivered during the testing period In application of Section 9, the Distributor shall pay for the net delivered energy, the price ES t for the calendar year t during which the tests are done. Price ES t is established according to the following formula: where ES t = $26.75/MWh IPC t-1 IPC 2014 ES t = price per MWh of net energy delivered during the testing period under Section 9; December 18 th, 2013 P. 22

179 Appendix 11 Standard Contract Call for Tenders A/O Electricity Supply Contract IPC t-1 and IPC 2014 are the same as previously described. December 18 th, 2013 P. 23

180 Appendix 11 Standard Contract Call for Tenders A/O Electricity Supply Contract 15 BILLING PROCEDURES Based on the data recorded by the metering equipment, the Supplier shall bill the Distributor monthly in accordance with the terms and conditions of the contract. Invoices shall include all information reasonably required for purposes of calculating the amounts owing. At the end of a billing period, if the data are not available after five (5) business days have elapsed, the Supplier may present an invoice based on estimated data. A revised invoice is then issued once the actual billing data become available. Any amount thus payable by one Party to the other shall bear interest as stipulated in Section 16. When an element of the formulae used to calculate the price of electricity applies for a shorter period than the billing period being considered, the Supplier shall bill the Distributor on a prorated basis for the number of hours during which said element was applicable during the billing period being considered. When the Distributor bills the Supplier in accordance with the provisions of the contract, it shall do so based on the terms and conditions stipulated in this section, except if otherwise specified in this contract. 16 PAYMENT OF INVOICES AND SET-OFF Any amount payable under the contract must first be invoiced by the Party requesting payment. Invoices are payable within twenty-one (21) days after the invoicing date. Payment shall be made by electronic funds transfer to a bank account designated by each Party, or by any other means of payment agreed upon by the Parties. Should a Party fail to make a payment once the above period has elapsed, all amounts owing shall bear interest starting from the invoice date at the bank rate of the Bank of Canada, as posted by the latter ( plus two (2) percentage points, calculated daily for the number of days actually elapsed, and compounded monthly at the same rate. Either Party may contest the amount of an invoice, in whole or in part, by notifying the other Party within forty-five (45) days following receipt of the invoice, briefly indicating the reason for the objection as well as the amount being disputed. In such a case, the Parties shall do everything in their power to settle the dispute amicably within a reasonable period of time, which shall not exceed sixty (60) days starting from the date of the notice. Each Party shall nevertheless be required to pay any amount once the twenty-one (21) day period has elapsed, even in the case of a disputed amount. If, for a billing period which was the subject of a dispute, it is finally determined that all or a portion of the disputed amount was not payable, said amount shall be reimbursed, with interest calculated using the method described above starting from the date the invoice was paid. December 18 th, 2013 P. 24

181 Appendix 11 Standard Contract Call for Tenders A/O Electricity Supply Contract The time period allocated for the above dispute procedure shall not constitute an extinctive period of prescription and each Party reserves all rights to contest within the prescription periods stipulated in the Civil Code of Québec. The Distributor may also at any time deduct any certain and payable debt owed to it or to the transmission provider by the Supplier from any amounts which the Distributor or the transmission provider may owe to the Supplier or against any security which the Supplier has put up under the contract or under the connection agreement, provided the Supplier has been billed and subject to the last paragraph of Section Furthermore, the Distributor may not deduct any certain and payable debt owed to it by the Supplier if, in doing so, the Supplier is prevented from repaying the principal and interest to the lender. December 18 th, 2013 P. 25

182 Appendix 11 Standard Contract Call for Tenders A/O Electricity Supply Contract PART VI DESIGN AND CONSTRUCTION [Note: The present Standard Contract is adapted according to a connection to the transmission system. If the connection is made on the medium-voltage network through a switching substation, then the present and related sections of the contract will be modified accordingly.] 17 DESIGN, CONSTRUCTION AND REIMBURSEMENT 17.1 Design and construction The Supplier agrees to design and build the wind farm in accordance with good utility practices and the main specifications listed in Appendix I. The Supplier cannot increase the installed capacity of the wind farm. The Supplier may propose to the Distributor the use of a more advanced model wind turbine than the ones described in Appendix I, but from the same manufacturer. Such a change in wind turbines in no way affects the Supplier s obligations under the contract. If the rated output of the advanced model is different than that of the initial wind turbine, the number of wind turbines must then also match the required number to be as close as possible to the contract capacity of the wind farm, though without exceeding it. Under no circumstances should the capacity injected on the network exceed the initial contract capacity reproduce in the contract at the time of execution. In its request to use a more advanced model of wind turbine, the Supplier shall describe all of the modifications arising thereunder, provide relevant documentation and prove to the Distributor s satisfaction that the levels of performance, technological maturity and reliability of the new model of the wind turbine and wind farm are at least equivalent to those of the wind turbine models found in Appendix I. Before making the proposed change, the Supplier shall obtain the Distributor s prior approval in writing. All equipment and devices used shall be new and shall conform to the codes, standards and rules applicable in Québec for wind farms and benefit from the usual manufacturer s warranties. The wind farm shall have a useful life of at least the term of the contract, as stipulated in Section Reimbursement of switchyard costs The following two (2) elements shall be reimbursed to the Supplier: The actual design and construction cost of the collector system, plus a 15 % allowance to cover operating and maintenance costs, without exceeding the following RC max value: December 18 th, 2013 P. 26

183 Appendix 11 Standard Contract Call for Tenders A/O Electricity Supply Contract RC max = [insert collector system estimate] $ x 1.15 x IPC MES / IPC 2014 IPC MES and IPC 2014 are the same as previously described. and The actual design and construction cost of the transforming substation, plus a 15 % allowance to cover operating and maintenance costs up to the following amounts which are not indexed: Table Hydro-Québec s maximum contribution to the cost of the switchyard Rated voltage level for connection to the network Less than 250 MW (1) 250 MW and more (2) Below 44 kv $52/kW $35/kW From 44 to 120 kv $84/kW $55/kW Above 120 kv $145/kW $95/kW In the case of the wind farm, a separate maximum contribution additional to the one indicated above, which is limited to the transforming substation, is applicable to the collector system up to a maximum amount of $185/kW, whatever the voltage level at the connection point and the capacity range of the wind farm. This additional amount will be added to the first amount shown in column (1) or column (2) as appropriate, to establish the maximum contribution of the transmission provider. If several wind farms use the same transforming substation and the same delivery point, then Hydro-Québec's maximum contribution to the transforming substation is subject to the column (2) if the wind farms cumulative power is 250 MW or more. If, following the completion of the design and construction work, the reimbursement to be received from the transmission provider in accordance with the connection agreement then in force is greater than the maximum reimbursement amount established in this section, the difference between these two amounts will be paid to the Distributor by the transmission provider. The reimbursement amount received by the Supplier from the transmission provider will not exceed the amount to which he is entitled based on the conditions in force herein. If the maximum reimbursement amount to appear in the connection agreement is less than the maximum reimbursement amount established in this section, the difference between the amount to which the Supplier is entitled based on the conditions in force herein and the actual amount reimbursed by the transmission December 18 th, 2013 P. 27

184 Appendix 11 Standard Contract Call for Tenders A/O Electricity Supply Contract provider will be paid by the Distributor to the Supplier, to the extent that the sum of the reimbursement amounts shall not exceed the actual costs as defined in the first paragraph. If the Supplier modifies the type of transforming substation, the substation s configuration, the single-line diagram or the specifications of the transformer(s) presented in Appendix I, the Supplier shall assume the additional costs associated with said modifications, as the case may be. In such a case, such additional costs shall be deducted from the actual design and construction cost of the transforming substation for purposes of establishing the reimbursement of the cost of the switchyard. In the event that, at the transmission provider s request, modifications are made to the type of transforming substation, the substation s configuration, the single-line diagram or the transformer specifications presented in Appendix I, the additional costs associated with said modifications, if applicable, shall be borne by the transmission provider except when such modifications are made to meet the transmission provider s standards and requirements in effect on ************, 20** [INSERT BID SUBMISSION DATE]. The amount to be reimbursed for the switchyard is determined after the commencement date of deliveries and after final acceptance of the connection by the transmission provider upon presentation by the Supplier to the transmission provider and to the Distributor of a reimbursement report including detailed vouchers and receipts for the expenses incurred as a result of the design and construction of the switchyard. The Supplier agrees to make available to the Distributor and transmission provider s designated representatives the supporting documents required to verify the expenses incurred in that respect by the Supplier and its subcontractors. If the contract is terminated by the Distributor and a payment has been made by the Distributor under this Section 17.2, the Supplier shall reimburse to the Distributor an amount RA calculated as follows: RA = A x (1 (RX / 300)) where RA: amount to be reimbursed by the Supplier following the termination of the contract; A: amount initially reimbursed to the Supplier by the Distributor; RX: number of full months since the commencement date of deliveries and the contract s termination date. December 18 th, 2013 P. 28

185 Appendix 11 Standard Contract Call for Tenders A/O Electricity Supply Contract 18 PRODUCTION OF REPORTS AND METEOROLOGICAL DATA 18.1 Project plan, progress reports and final report Within forty-five (45) days following approval of the contract by the Régie, the Supplier shall submit to the Distributor a plan for the execution of its project, including a schedule for the work to be performed and the actions to be taken to meet the guaranteed commencement date of deliveries. Said plan shall include a detailed description of the actions to be taken to meet each milestone event by the milestone dates specified in Section 5.2, as well as the construction commencement date. Subsequently, starting from the fifteenth (15th) month preceding the guaranteed commencement date of deliveries and until the start of construction, the Supplier shall submit a quarterly report describing the progress of the work and of the actions scheduled in the plan. From the start to the end of construction, said report shall be submitted on a monthly basis to the Distributor. The Supplier shall inform the Distributor forthwith of any event or situation likely to substantially delay the start of construction or the commencement date of deliveries. By the milestone date of milestone event 2 at the latest, the Supplier shall provide a layout report that describes the entire layout of the wind farm. The report shall also include the spatial coordinates (latitude, longitude, altitude) of each wind turbine and each weather measurement instrument as well as vector matrices georeferenced with the position of all the infrastructure facilities of the wind farm, as well as the territorial boundaries covered by the lease agreement for the public land and the Units of assessments affected by the installation of the wind farm, if applicable. No later than two (2) months after the end of construction, the Supplier shall provide a final layout report indicating the entire layout of the wind farm as built, including the spatial coordinates of each wind turbine and weather measurement instrument, and also the reference numbers of all units of assessment proper to the private land concerned, if applicable. The final layout report shall include the most recent version of the wind farm s net long term energy report. The final layout report shall also include a description of the measuring instruments and other equipment part of the measuring chain for the meteorological and electrical parameters in place. The following information must be provided for each measuring instrument or equipment: Manufacturer s name and contact information; Model and physical characteristics; Technical specifications. December 18 th, 2013 P. 29

186 Appendix 11 Standard Contract Call for Tenders A/O Electricity Supply Contract 18.2 Regional content and Québec content reports During the period preceding the submission of the final report described in the following paragraph, the Supplier shall provide the Distributor, on an annual basis, with a progress report on the regional content and Québec content by each anniversary date of the execution of the contract. The report shall contain the information indicated in Section 5 of Appendix VI. If applicable, the follow-up report shall include corrective action to ensure that the guaranteed regional content and the guaranteed Québec content are attained. The report shall conform to the requirements and procedures specified in Appendix VI and shall be endorsed by a duly authorized person from the Supplier s board of directors. No later than eighteen (18) months following the commencement date of deliveries, the Supplier shall submit to the Distributor a final report attesting to the regional content and Québec content attained in connection with the wind farm. The report shall contain the information indicated in Section 6 of Appendix VI. The report shall conform to the requirements and procedures specified in Appendix VI and shall be signed by a person duly authorized by the Supplier s board of directors and by the wind turbine manufacturer. If the Supplier has demonstrated that it has met the conditions for applying the export markup after the commencement date of deliveries and has decided to make use of this provision, a second report on the regional content and Québec content must be given to the Distributor as soon as possible after the commencement date of deliveries but no later than 6 years and 6 months following the commencement date of deliveries. All of the reports mentioned in sections 18.1 and 18.2 shall be provided at the Supplier s expense. The Distributor shall treat these reports confidentially Meteorological data Upon request and following the Régie s approval of the contract, the Supplier shall submit to the Distributor, in electronic form, all of the data measured by the meteorological masts at its disposal at the wind farm implementation site, using the transmission format and procedure specified by the Distributor and until access to said data is provided in accordance with Section 10.2 of the contract. However, said data must be provided on a monthly basis if the Distributor specifically requests it. The Supplier shall grant a non-exclusive licence to the Distributor at no charge so that it may use said data at its discretion, including the right to transmit them to Hydro-Québec employees, consultants, partners or service providers. The Distributor undertakes to treat said data confidentially, unless a regulatory agency, court or government authority requires that the data be made public. However, the following is not considered confidential: December 18 th, 2013 P. 30

187 Appendix 11 Standard Contract Call for Tenders A/O Electricity Supply Contract a) data found in the public domain, prior to being transmitted to the Distributor by the Supplier, or having become public other than through a breach on the Distributor s part; or b) any data that the Distributor can prove, in writing, that it owned prior to the same data being transmitted by the Supplier, or c) any data obtained from a third party entitled to disclose it, or d) any consolidated production data involving more than one wind farm. 19 COMPLIANCE REPORT The Supplier shall provide the Distributor, at the Supplier s expense, prior to the commencement date of deliveries and within the time period specified in Section 23 of the contract, with a compliance report prepared by the lender s engineering firm or, failing that, by an independent firm of engineers chosen by the Supplier (including the firm hired by the Supplier to supervise the work, provided that this firm is not involved in carrying out the work) and previously approved by the Distributor, said approval not being withheld without a valid reason. This report, which table of content must have been approved by the Distributor beforehand, shall be signed by an engineer member of the Ordre des Ingénieurs du Québec and confirm that the following three (3) requirements have been met: i) The installation of all the components of wind turbines, the collector system and the transforming substation and the meteorological masts of the wind farm is completed; ii) At least 80 % of the wind turbines that make up the wind farm were simultaneously available for a minimum of 48 consecutive hours. To qualify as available, a wind turbine must: Not be the subject of any restrictions operating in normal operating condition, including restrictions associated with testing; Generate electricity at the beginning of the wind farm s compliance test and be able to generate electricity for the duration of the test. A wind turbine which is not available at the beginning of the test cannot be during the test. A wind turbine that becomes unavailable during the test stays unavailable permanently. iii) For the wind farm s compliance test, computerized access to all operating data of the wind farm, in accordance with Section 10.2 of the contract must remain functional. The following procedures apply when the generation from one or more wind turbines is interrupted during test: The wind turbines stopped due to low wind are considered available; December 18 th, 2013 P. 31

188 Appendix 11 Standard Contract Call for Tenders A/O Electricity Supply Contract The wind turbines stopped due to extreme weather conditions (wind speed exceeding the speed of cut wind, turbulence, temperature outside the wind turbines operating ranges, ice, sleet, icing on the blades, etc.) are considered as not available. The Supplier shall send prior notice at least one (1) business day before to the Distributor confirming its intention to start the wind farm s compliance test. 20 PERMITS AND AUTHORIZATIONS The Supplier shall obtain and keep in force all permits and authorizations required by the laws and regulations in effect in Québec for the construction of the wind farm and for its operation at generating levels that conform to the requirements of the contract. The Supplier also undertakes to perform all work which may be required during the course of the contract as a result of amendments to laws and regulations that apply to the Supplier. All costs related to the foregoing shall be borne by the Supplier. 21 MAINTENANCE SCHEDULE AND LOGS The Supplier shall, at its own expense, assume the maintenance of the wind farm for the entire duration of the contract, including keeping the weather measurement instruments in good condition and servicing them. The Supplier shall replace the instruments as per the manufacturer s recommendations and shall reprogram the software systems based on the new equipment that is installed. The Supplier shall keep current the documentation relative to the telecommunication infrastructure providing access to the operational data of the wind farm as required in Section The rules regarding maintenance scheduling shall be drawn up in writing by the Parties representatives designated in Section 37. However, no maintenance work that requires or results in an interruption or reduction in the generation of electricity may be done from December 1 in one year to March 31 in the following year, unless the Distributor authorizes the Supplier to do so. However, the Supplier may do minor maintenance work during this period when required to maintain the warranty and for maintenance work recommended by the manufacturer provided that only one wind turbine is affected simultaneously or less than 5% of the contract capacity when performing the work Standard annual maintenance program The Supplier shall prepare a standard annual maintenance program for current maintenance work to be done on the wind farm. The standard annual maintenance program must be substantially in keeping with the recommendations of the wind farm s various equipment manufacturers. The standard annual maintenance December 18 th, 2013 P. 32

189 Appendix 11 Standard Contract Call for Tenders A/O Electricity Supply Contract program shall be submitted to the Distributor no later than thirty (30) days prior to the commencement date of deliveries. The standard annual maintenance program must include the following information: The list of scheduled interventions affecting wind turbines, the transformer substation, the collector system and the meteorological masts over a 12-month period; A brief description of each type of intervention; The impact of each type of intervention on the wind farm s generation. If the intervention leads to the unavailability in part or for the entire wind farm, the program must specify what equipment will be affected and the duration of the outage Major work program The Supplier shall prepare a program for major maintenance work to be done on the wind farm. Major work means any intervention that is not repeated on an annual basis. Thus, we should not find in the major work program interventions already in the standard annual maintenance program types. The major work program must be substantially in keeping with the recommendations of the wind farm s various equipment manufacturers. The major work program shall be submitted to the Distributor no later than thirty (30) days prior to the commencement date of deliveries. The major work program must include the following information: A 20 - year calendar listing the scheduled interventions affecting wind turbines, the transformer substation, the collector system and the meteorological masts; A brief description of each type of intervention; The impact of each type of intervention on the wind farm s generation. If the intervention leads to the unavailability in part or for the entire wind farm, the program must specify what equipment will be affected and the duration of the outage Annual maintenance program The Supplier shall coordinate its annual maintenance program with the Distributor. To this end, no later than fifteen (15) days prior to the commencement date of deliveries, the Supplier shall submit to the Distributor for approval the first maintenance plan covering the period from the commencement date of deliveries to December 31 of the following year. Subsequently, no later than October 1 of each contract year, the Supplier shall submit to the Distributor for approval the annual maintenance plan for the following contract year. December 18 th, 2013 P. 33

190 Appendix 11 Standard Contract Call for Tenders A/O Electricity Supply Contract The annual maintenance program must be submitted in the form of a Gantt chart with a description table. The Gantt chart should show the sequence of execution of each of the interventions. The following information must be recorded in the descriptive table: The scheduled interventions affecting wind turbines, the transformer substation, the collector system and the meteorological masts over that period; A brief description of each type of intervention; The impact of each type of intervention on the wind farm s generation. If the intervention leads to the unavailability in part or for the entire wind farm, the program must specify what equipment will be affected and the duration of the outage Maintenance log The Supplier shall keep a log of the maintenance work that was done on the entire wind farm s equipment. In addition to the monitoring of the other wind farm equipment, the maintenance log shall also include readings of each weather measurement instrument, along with the following information: the equipment s identification; the date and description of the work that was done; When an intervention is done on a weather measurement instrument, the maintenance log must include the following information: The instrument s name, full description and serial number; The date and description of the work that was done; Where an instrument is being added or replaced, the name and description of the new instrument and its serial number; The instrument s position, if the instrument is being relocated Unavailibility log The Supplier shall keep a logbook to record the times when all or a portion of the wind farm is unavailable. Said logbook shall indicate, for each unavailability: Duration, with the start and end times; Date and hour of restoration of service; The cause; and Any other relevant information. The Distributor shall have access to all such logbooks mentioned in sections 21.4 and 21.5 during business days and may obtain copies thereof in electronic format. December 18 th, 2013 P. 34

191 Appendix 11 Standard Contract Call for Tenders A/O Electricity Supply Contract 22 ELECTRICAL SUPPLY BY THE DISTRIBUTOR During the construction phase, for startups, for purposes of maintenance or when the wind farm is unavailable for any reason whatsoever, if the Supplier requires electricity from the Distributor, the Distributor shall sell such electricity to the Supplier based on rates and conditions established by decisions of the Régie which apply to the Distributor s customers at the time of supply. The Supplier, regardless of whether or not it owns the wind farm, must hold the contract under which the Distributor supplies electricity to said wind farm under this section. At no time may the Supplier resell such electricity to the Distributor or to any third parties, or use it for the purpose of generating electricity in any manner whatsoever, either directly or indirectly. December 18 th, 2013 P. 35

192 Appendix 11 Standard Contract Call for Tenders A/O Electricity Supply Contract PART VII COMMENCEMENT OF DELIVERIES 23 COMMENCEMENT DATE OF DELIVERIES The commencement date of deliveries shall be established by the Supplier, which shall provide the Distributor with prior notice of at least one (1) business day. At least five (5) business days prior to giving said prior notice, the Supplier must have fulfilled the following conditions: a) submit to the Distributor the availability schedule and the operational computerized access required under Section 10.1 and 10.2 at the stages specified therein; b) submit to the Distributor the reports and meteorological data required in Section 18 at the stages specified therein, except for the reports and data due after the commencement date of deliveries; c) provide the Distributor with confirmation that the Supplier has all the permits and authorizations required under Section 20; d) submit to the Distributor the standard annual maintenance schedule, the major work schedule and the first maintenance plan, as provided for in Section 21; e) submit to the Distributor the Operating Security provided for under Section 25.2, which must meet the requirements of Section 25.4; f) submit to the Distributor the documents mentioned in Section 26; g) provide the Distributor with confirmation from the transmission provider to the effect that the startup tests have been completed and that the results of said tests have been accepted; h) submit to the Distributor a statement to the effect that the Supplier has respected its commitments with regard to the application of the Terms of reference and to the annual payments related to the presence of wind turbines made to local municipalities, RCM, Native communities and private landowners, in accordance with Appendix IX [to be adjusted according to the bid]; i) submit to the Distributor a progress report on the steps undertaken toward obtaining the incentives indicated in Section The Supplier shall include, along with the prior notice of at least one (1) business day mentioned in this section, the report from the engineering firm provided for under Section 19. The commencement date of deliveries may not precede the guaranteed commencement date of deliveries by more than six (6) months. December 18 th, 2013 P. 36

193 Appendix 11 Standard Contract Call for Tenders A/O Electricity Supply Contract PART VIII RELATED CONTRACTS AND OTHER OBLIGATIONS 24 RELATED CONTRACTS AND OTHER OBLIGATIONS 24.1 Financing contract If the Supplier enters a financing contract with a lender or an affiliated lender that covers the construction period or the operating period of its wind farm, the Supplier undertakes to require the lender or affiliated lender to inform the Distributor, at the same time as the Supplier, of any default related to the financing contract and of any prior notice of possession. The Supplier shall submit the lender's or affiliated lender's commitment that it will inform the Distributor of any default on the part of the Supplier or of any prior notice of possession Environmental attributes The Distributor owns all of the environmental attributes associated with the wind farm s electrical generation. These environmental attributes include all present or future rights regarding permits, credits, certificates, units or other titles that may be created, obtained or acknowledged with respect to the following: i) reduced or avoided greenhouse gas emissions or other pollutants subsequent to the actual or presumed displacement of means of generation following the commissioning of the wind farm; ii) attributes or characteristics of renewable energy sources for purposes of sale, exchange, labeling, accreditation, publicity or other. The Supplier warrants that he (i) will not represent to anyone that he owns the environmental attributes, and (ii) will not use the environmental attributes for any reason or in any way whatsoever. The Supplier undertakes to take all the necessary steps determined by the Distributor and to file all the required documents with the competent authorities to obtain and keep the rights covered by this section in force. The expenses incurred for such applications shall be reimbursed to the Supplier by the Distributor. If, under the applicable laws, the rights referred to herein are issued on behalf of the Supplier, the latter undertakes to assign them, at no charge, to the Distributor in order to give effect to these provisions. If, in the future, laws and regulations require the Supplier to use environmental attributes generated by the wind farm to meet the environmental requirements relating to the acquisition by the Supplier of emissions rights or environmental permits directly related to wind farm s electricity generation, the Distributor and Supplier agree to negotiate in good faith, the changes to be made to this section to reflect the new legal and regulatory obligations. It is understood that such changes will, if required, be approved by the Régie or any competent authority. December 18 th, 2013 P. 37

194 Appendix 11 Standard Contract Call for Tenders A/O Electricity Supply Contract 24.3 Guaranteed regional content and guaranteed Québec content The Supplier warrants that the regional content of the wind turbines part of the wind farm project shall be at least [insert guaranteed regional content]% of the cost of the wind turbines in accordance with the rules stated in Appendix VI, which value shall constitute the guaranteed regional content. When exports of wind turbine components are recorded for the purposes of establishing the regional content as per Section 4.2 of Appendix VI, the guaranteed regional content must be met within five (5) years after the commencement date of deliveries. In the absence of such eligible sales to outside purchasers, the guaranteed regional content must be met within six (6) months after the commencement date of deliveries. The Supplier undertakes that the Québec content of the wind farm project shall be at least [insert guaranteed Québec content]% of the total cost of the wind farm in accordance with the rules stated in Appendix VI, which value shall constitute the guaranteed Québec content. Except, when applicable, for the portion of expenses pertaining to the regional content for which the Supplier has five (5) years after the commencement date of deliveries to attain the guaranteed regional content, the guaranteed Québec content must be met within six (6) months after the commencement date of deliveries Origin of wind turbines and strategic components The Supplier undertakes to have the wind farm s target components of the wind turbines and target strategic components manufactured in plants located in the eligible region. The Supplier undertakes to have the wind farm s target components of the wind turbines and target strategic components manufactured in plants located in Québec conform to the respective descriptions in Appendix V. At the request of its designated wind turbine manufacturer, the Supplier may propose to the Distributor that modifications be made to the description of the plants where said components will be manufactured provided that the economic spin-off related to the manufacture of said components in terms of employment and investments are equivalent or greater and provided that the Supplier demonstrates to the Distributor s reasonable satisfaction that the proposed modifications will in no way affect its capacity to attain the guaranteed regional content and the guaranteed Québec content. The Supplier must obtain the Distributor s prior written consent. As soon as it is issued but no later than the milestone date of milestone event 2, the Supplier shall provide the Distributor with a copy of the notice to proceed transmitted to the designated wind turbine manufacturer under which the wind December 18 th, 2013 P. 38

195 Appendix 11 Standard Contract Call for Tenders A/O Electricity Supply Contract farm s target components of the wind turbines and target strategic components are manufactured in accordance with the provisions of Appendix V, as well as any documentation reasonably required by the Distributor to confirm that the Supplier s obligations in this respect have been met. The Supplier shall allow the Distributor s duly authorized representatives to view its wind turbine supply contract entered into with the designated wind turbine manufacturer provided that the Distributor and its representatives agree to handle the information related to the wind turbine supply contract confidentially. The Supplier is also responsible for ensuring that the Distributor s representatives and the auditors contracted by the Distributor are given adequate access to the plants so that they can determine that said components have been manufactured in accordance with the provisions of Appendix V. The Supplier may resort to the wind turbine component exchange scheme to meet the obligations of this section, as per the provisions under Section of Appendix VI. In the event that the Supplier s designated wind turbine manufacturer has declared bankruptcy or fails to ensure the production of the wind farm s target components of the wind turbines and the target strategic components or in the event the manufacturer assigns its contract with the Supplier to an affiliated entity, the Supplier may propose to the Distributor that a new manufacturer be substituted for the one specified in Appendix V. This substitution in no way affects the Supplier s obligations under the contract. In its substitution request, the Supplier must demonstrate to the Distributor s reasonable satisfaction that: a) components of the new designated manufacturer s wind turbines will be manufactured in plants that are at least equivalent to those described in Appendix V; b) the attainment of the guaranteed regional content and guaranteed Québec content is not compromised; c) the output level of the wind turbines is at least equivalent, though the power output curve of the new designated manufacturer s wind turbines may be different; d) the technological maturity and reliability of the wind turbines will be at least equivalent to the wind turbines presented in Appendix I; e) the new manufacturer has at least three (3) years experience in the manufacture and commercialization of wind turbines. The Supplier also agrees to take up the defence of the Distributor and to indemnify and hold the latter harmless from any claims against it on the part of the original designated wind turbine manufacturer or a subcontractor. December 18 th, 2013 P. 39

196 Appendix 11 Standard Contract Call for Tenders A/O Electricity Supply Contract Before proceeding with the proposed substitution, the Supplier must first obtain the Distributor s written consent Wind power production incentives The Supplier must apply to the federal government to benefit from subsidies or incentives provided for under ecoenergy for Renewable Power Program or any program that may succeed to said program or any similar program, i.e. a financial assistance program in the form of subsidies or incentives related to the generated wind energy. Should the Supplier obtain such an incentive, it shall give the Distributor a copy of an official notice to this effect from the program s administrator along with a copy of the remittance slips that it received from the program administrator and pay the Distributor 75 % of the total amounts received as part of said programs within twenty-one (21) days of such receipt. If funds are no longer available under such programs, the Supplier shall transmit to the Distributor a copy of an official notice to this effect from the program s administrator and specifically dealing with the wind farm Dismantlement of the wind farm The Supplier undertakes to dismantle the wind farm within twelve (12) months following the end of the contract unless an agreement to the contrary has been reached with the Distributor, with said agreement unconditionally ensuring the dismantlement of the wind farm facilities as soon as their commercial operation has ended. In this respect, the Supplier s obligations under this Section 24.6 shall survive the end of the contract until the dismantlement is entirely completed. If the Supplier fails to dismantle the wind farm facilities or to reach such an agreement, the Distributor shall exert the dismantlement security. In addition, if one of the wind farm s wind turbines is not operating or does not generate electricity on a commercial basis over a continuous period of twenty-four (24) months, the Supplier agrees to dismantle it within six (6) months following notice by the Distributor, unless otherwise agreed to by the Parties. The requirements applicable at the time of the dismantlement will be based on the practices described below, unless more specific standards and regulations are issued by a competent authority. In such a case, these standards and regulations shall prevail. The following practices are used in relation to dismantlement: Scope of dismantlement: The dismantlement of a wind farm involves the wind turbines (towers, nacelles, hubs and blades), the overhead and underground lines of the electrical collector system (power lines and poles), the transforming substation and any other facilities December 18 th, 2013 P. 40

197 Appendix 11 Standard Contract Call for Tenders A/O Electricity Supply Contract required for the construction and operation of the wind farm, including the access roads, unless an agreement to the contrary has been reached with the landowners. Equipment: All of the equipment is dismantled, removed from the site and scrapped as per the standards and regulations in force at the time, or recycled. This pertains to the towers, nacelles and blades, the electrical substation, the underground electrical lines, the overhead lines, and all of the temporary or permanent installations used for the construction or operation of the wind farm. Soil rehabilitation: At the wind turbine implementation sites, the concrete pads are screed to a depth of one (1) metre before they are covered with clean soil. The collector system lines and electrical substation are dismantled and the soil rehabilitated. The soil is graded, if needed, to make the surface look as natural as possible, and the land is made available for farming or left to lie fallow, as the case may be. In the event of contamination, the soil under the wind turbines and step-up transformers, inside the electrical substation and in the construction areas are subject to chemical characterization. The contaminated soil is removed in accordance with the regulation in force. The soil is thus left free of any debris or contamination that may have occurred during operation or decommissioning. Access roads: The access roads and the assembly, storage and maneuvering areas on farmland are removed except for those for which a special agreement was reached with the landowner. Most of the forest access roads are usually left or are reforested, depending on the landowner s requirements. Temporary impacts related to dismantlement: The temporary impacts resulting from the dismantlement work are comparable to the impacts associated with the construction of the installations; the mitigation and damage compensation measures are described in the Terms of reference Control of the wind farm The Supplier undertakes, for the entire term of the contract, (i) to only hold assets used exclusively for the operation of the wind farm, unless the local environment itself holds all of those assets and (ii) that the local environment s direct or indirect interest in the control of the wind farm shall not be lower than 50 %. The Supplier shall submit to the Distributor, upon request, a copy of the documents regarding the Supplier s ownership demonstrating that the commitments made by the Supplier in this section are observed. December 18 th, 2013 P. 41

198 Appendix 11 Standard Contract Call for Tenders A/O Electricity Supply Contract The Supplier may not, at any time during the term of the contract, implement measures aimed at reducing, either directly or indirectly, the local environment s level of interest in the control of the wind farm below the levels stipulated in this section. For the purposes of this section, the local environment s percentage of interest in the control of the wind farm is equal to the percentage of votes held directly or indirectly by the local environment in the stock, units or other ownership titles of the Supplier giving a right to vote for the election of the Supplier s directors or any person in charge of the Supplier s administration. In this respect, any contractual right giving the right to designate such a person is deemed equivalent to a voting percentage equal to the number of directors or persons that may be so designated directly or indirectly by the local environment from the total number of Supplier s directors or administrators. In the event that the Supplier is a limited partnership, this clause is applied with respect to the general partner in the limited partnership An act respecting contracting by public bodies In the event that the Supplier becomes ineligible for public contracts within the meaning of An act respecting contracting by public bodies (RSQ, c. C-65.1), the Supplier shall promptly so notify the Distributor in writing. If the Supplier cannot continue to perform the contract due to such ineligibility, it shall be deemed in default under the contract and Article 35 shall apply. December 18 th, 2013 P. 42

199 Appendix 11 Standard Contract Call for Tenders A/O Electricity Supply Contract PART IX SECURITY 25 SECURITY 25.1 Commencement of deliveries security To guarantee its undertaking to commence delivery of the contract energy on the guaranteed commencement date of deliveries, the Supplier shall provide security ( Commencement of Deliveries Security ) to the Distributor during the period preceding the commencement date of deliveries, for the amounts and as per the schedule indicated below: Date Upon execution of the contract, an amount of: Eighteen (18) months before the guaranteed commencement date of deliveries, an additional amount of: Amount [$10,000/MW]$ [$10,000/MW]$ If one of the credit rating agencies attributes a credit rating to the Supplier, the security amount shown above shall be reduced by an amount equivalent to the maximum credit limit corresponding to the Supplier s credit risk, as shown in Appendix III. If the credit rating agencies do not attribute any credit ratings of the same level to the Supplier, the lowest credit rating will be retained. In the event that the Distributor, in accordance with the provisions of the contract, has recovered money owed by means of the security given, the Supplier shall give new security to cover an amount equal to that recovered with said security within five (5) business days after the date on which the amounts were recovered by the Distributor. Within five (5) business days following the commencement date of deliveries and upon payment of any penalty applicable under Section 29.1, if it applies, the Distributor shall return to the Supplier any letters of credit provided as Commencement of Deliveries Security and, with respect to any suretyship agreements provided in that respect, the Distributor recognizes having received payment of any obligations guaranteed by the Commencement of Deliveries Security Operating security To guarantee the performance of the Supplier s obligations under the contract for the period starting from the commencement date of deliveries to the end of the contract, the Supplier shall provide operating security ( Operating Security ) to the Distributor for the amounts and as per the schedule indicated below: Date Amount December 18 th, 2013 P. 43

200 Appendix 11 Standard Contract Call for Tenders A/O Electricity Supply Contract On the commencement date of deliveries, an amount of: After the Distributor has determined whether penalties are applicable pursuant to Section 29.2 and the amount of such penalties, if any, has been paid to the Distributor by the Supplier ( Date for Reduction of Operating Security ), the amount of the guarantees shall be reduced to: On the 10th anniversary of the commencement date of deliveries, the amount of the guarantees shall be increased to: [$40,000/MW]$ [$25,000/MW]$ [$40,000/MW]$ If one of the credit rating agencies attributes a credit rating to the Supplier, the security amount shown above shall be reduced by an amount equivalent to the maximum credit limit corresponding to the Supplier s credit risk, as shown in Appendix III. If the credit rating agencies do not attribute any credit ratings of the same level to the Supplier, the lowest credit rating will be retained. In the event that the Distributor, in accordance with the provisions of the contract, has recovered money owed by means of the security given, the Supplier shall provide new security to cover an amount equal to the one recovered with said security. Such new amounts shall be submitted within five (5) business days following the date on which the amounts were recovered by the Distributor Dismantlement security To ensure that the Supplier carries out its obligations under Section 24.6 of the contract within the timeframe established, the Supplier shall submit dismantlement security ( Dismantlement Security ) to the Distributor, on the tenth anniversary of the commencement date of deliveries, for an amount equal to the estimate of the net cost of the dismantlement. In the year preceding the submission due date of said security, the Distributor will appoint a firm of independent experts to assess the net cost of the wind farm dismantlement at the end of the contract. The Supplier shall cooperate with the contracted firm and provide it with access to relevant and reasonable information to assess the net dismantlement cost of the wind farm Form of security The security given as Commencement of Deliveries Security, Operating Security and Dismantlement Security under Sections 25.1, 25.2 and 25.3, respectively, shall ensure that immediate payment is made when due for any obligations which must be met by the Supplier under the contract, upon presentation of a request by the Distributor stating that the Supplier has defaulted on the performance of its December 18 th, 2013 P. 44

201 Appendix 11 Standard Contract Call for Tenders A/O Electricity Supply Contract obligations and responsibilities arising from the contract. Said security may take the following form: i) an irrevocable and unconditional letter of credit issued by a bank which conforms to the model in Appendix IV; ii) a suretyship agreement which complies to the model in Appendix IV; All letters of credit shall be issued by a bank with at least $10 billion in assets and which has respectively been given a credit rating of at least A-, A3 or A low by the credit rating agencies. If said bank has a credit rating equal to such minimum rating level and such credit rating is under credit watch with a negative outlook, it shall not be eligible to issue a letter of credit. If the credit rating agencies do not grant an equivalent credit rating to said bank, the lowest credit rating shall be retained. All letters of credit shall have an initial term of at least one year and be subject to automatic annual renewal with a prior non-renewal notice of at least ninety (90) days. A suretyship agreement may be obtained from an affiliate provided that such company has a credit rating by one of the credit rating agencies as listed in Appendix III. This appendix establishes, based on the affiliate s credit rating, the maximum amount which can be guaranteed. Beyond this amount, the Supplier shall have to provide a letter of credit that meets the requirements of Section 25 to make up the difference between the amount of the security required by the Distributor and the lesser of the amount of the suretyship agreement and the affiliate s maximum credit limit, as indicated in Appendix III. All suretyship agreements must have an initial term of at least one year and be renewed at least ninety (90) days before it expires. Any other suretyship agreement must come from an insurance or surety company with a minimum credit rating from the credit rating agencies of at least A-, A3 and A low, respectively. If such an insurance or surety company has a credit rating equal to such minimum rating level and such credit rating is under credit watch with a negative outlook, it shall not be eligible to issue a suretyship agreement. The Supplier may at any time substitute one form of security for another provided that said security meets the requirements of Section 25 and that the Supplier has obtained the Distributor s prior consent, which cannot be unreasonably withheld. The security given by the Supplier as Commencement of Deliveries Security shall remain in effect or be renewed until all of the Supplier s obligations related to said Commencement of Deliveries Security are fully met and paid. The security given as Operating Security shall remain in effect or be renewed to cover the term of the contract until all of the Supplier s obligations are fully met and paid. December 18 th, 2013 P. 45

202 Appendix 11 Standard Contract Call for Tenders A/O Electricity Supply Contract The security given as Dismantlement Security shall remain in effect or be renewed for the term indicated in Section 24.6 until full performance or payment of the Supplier s dismantlement obligations. Subject to Section 25.5, the Distributor cannot realize any of the security provided under Sections 25.1, 25.2 and 25.3 unless amounts are payable under Section 17 or damages and penalties are payable under Sections 29 through 32, following a default on the Supplier s part, and unless said amounts, damages and penalties were first invoiced to the Supplier and that the latter fails to pay such an invoice within the time allotted under Section 16 and that, with respect to amounts payable under Section 17, the latter amounts cannot be recovered by compensation under Section 16. When invoiced amounts that were disputed under the third and fourth paragraphs of Section 16 must, subsequent to a final decision, be reimbursed to the Distributor, the latter can realize any of the security provided under Sections 25.1, 25.2 and 25.3 for the portion of said amounts that is not reimbursed by the Supplier within ten (10) business days of the receipt of the final decision to this effect and which cannot be recovered by compensation under Section Failure to renew Should the Supplier fail to supply proof of renewal of a security by the prescribed deadline, the Distributor may: (i) (ii) in the case of a letter of credit, realize the security, in which case the Distributor shall advise the Supplier thereof. Once the Supplier has renewed the security in accordance with Section 25, the Distributor shall reimburse to the Supplier any amounts thus obtained within five (5) business days, without interest; in the case of a suretyship agreement, require that the guarantor provide to the Distributor an amount equal to the amount of the security which is to be renewed. Once the Supplier has renewed the security in accordance with Section 25, the Distributor shall reimburse to the Supplier any amounts so tendered within five (5) business days, without interest; or, (iii) withhold any amount owed to the Supplier until the Supplier provides proof of renewal of said security, without exceeding an amount equivalent to the cash value of said security. Once the Supplier has renewed the security in accordance with Section 25, the Distributor shall reimburse the Supplier for any amounts so withheld within five (5) business days, without interest. December 18 th, 2013 P. 46

203 Appendix 11 Standard Contract Call for Tenders A/O Electricity Supply Contract 25.6 Review of security amounts If, during the term of the contract or security, the Distributor, based on available information and generally accepted financial valuation standards, determines that there has been significant deterioration in the financial condition of the Supplier, the affiliate that issued a suretyship agreement or the bank that issued a letter of credit, the Distributor may require that the Supplier replace the security or provide additional security which meets the requirements of Section 25 within five (5) business days following the Distributor s request. Before taking such action, the Distributor must allow the Supplier to present any information and make any representations to the Distributor that it deems pertinent in that regard. If, during the term of the contract or security, the credit rating of the Supplier or affiliate that issued a suretyship agreement is revised downward by one of the credit rating agencies listed in Appendix III, the Distributor may require the Supplier to give additional security that meets the requirements of Section 25 to make up the difference between the security amount required under Sections 25.1, 25.2 and 25.3 and the maximum limit corresponding to the new credit rating in effect, in accordance with Appendix III. Such additional security shall be given within five (5) business days of the Distributor s request. During the term of the contract or security, if any of the credit rating agencies downgrades the credit rating of the bank that issued a letter of credit below the minimum rating of A- for S & P, A3 for Moody s or A low for DBRS, the Distributor may require the Supplier to replace the security within five (5) business days, with security that meets the requirements of Section December 18 th, 2013 P. 47

204 Appendix 11 Standard Contract Call for Tenders A/O Electricity Supply Contract PART X INSURANCE 26 INSURANCE 26.1 General requirements The Supplier undertakes to purchase and to keep in effect, at its own expense, each of the insurance policies described below, starting from the time provided for each such insurance policy for the entire term of the contract. The deductibles required by the insurer(s) shall be borne by the Supplier. In all cases, deductibles may not exceed 3 % of the insured amount. For the purposes of Section 23, and within the time specified herein, the Supplier sends the Distributor certificates of insurance in force and endorsements by current insurance per types meeting the requirements of this Section 26. Subsequently, the Supplier shall provide the Distributor with the documents referred to in this Section 26 annually and not later than five (5) working days prior to the renewal of each insurance policy. Upon request, the Supplier shall provide the Distributor with a certified copy of each of the relevant insurance or other document required by the Distributor All-risk insurance An all-risk insurance policy, in effect from the start of the construction of the wind farm, which covers the wind farm and all equipment incorporated therein for an amount equivalent to at least 90 % of the full replacement value. Said insurance shall be comprehensive and shall specifically cover the following risks, among others: a) fire, lightning, ice storms and explosions; b) risks that are covered by the extending endorsement, acts of vandalism and malicious acts; c) earthquakes and collapses; d) machinery breakdown, which covers the various mechanical and electrical equipment forming part of the wind farm, including wind turbines and power transformers General liability insurance General public liability insurance in effect from the start of the construction of the wind farm, which covers death, bodily injury, property damage and other types of damage that may be caused to third parties as a result of the Supplier s activities or those of its representatives. Said insurance policy shall include a minimum limit of December 18 th, 2013 P. 48

205 Appendix 11 Standard Contract Call for Tenders A/O Electricity Supply Contract ten million dollars ($10,000,000) per occurrence, and shall include the following clauses: a) the Distributor shall be an additional named insured; b) cross liability endorsement; c) the liability assumed by the Supplier under the contract is insured; d) contingent or indirect liability on the part of the Supplier resulting from the activities or work carried out by subcontractors; e) liability resulting from completed products and work Other obligations Should the wind farm be damaged or destroyed in whole or in part, the Distributor shall be entitled, insofar as allowed by law, to require the Supplier to repair or rebuild the wind farm using the proceeds of the insurance. In all cases, the Supplier is responsible for identifying, analyzing and evaluating the risks it is exposed. The Supplier must ensure that all insurance policies required hereunder are in effect and the Distributor accepts no liability of any nature whatsoever in this regard Notices and times Each insurance policy in this section shall be purchased from insurers duly authorized to conduct their business in Québec during the whole term of the policy. These insurance policies shall contain a clause which requires the Distributor to be informed in writing at least sixty (60) days in advance of any reduction in policy coverage, termination or non-renewal. December 18 th, 2013 P. 49

206 Appendix 11 Standard Contract Call for Tenders A/O Electricity Supply Contract PART XI SALE, ASSIGNMENT, CHANGE OF CONTROL AND INTEREST 27 SALE AND ASSIGNMENT No sale, assignment, donation or other disposal, in whole or in part, of the wind farm (collectively, Disposition ), and no assignment or transfer of the contract, including all related rights and obligations, the claims arising thereof, or rights, obligations, titles or contracts described in Section 24, in whole or in part (collectively, Assignment ), may be entered into by one Party without the prior consent of the other Party, which consent shall not be unreasonably withheld. The Distributor may validly refuse any Disposition of the wind farm that does not take place concurrently with the Assignment of the contract to the same person. The other Party shall signify its acceptance or refusal within thirty (30) days of receipt of a notice to such effect, unless said Party advises the other Party during said thirty (30) day period of another reasonable period of time for accepting or refusing the proposed change. In addition, any purchaser or assignee shall be bound by each and every provision of the contract and agrees to comply with these provisions in the same manner as the assignor. If a Disposition of the wind farm and an Assignment of the contract result from the exercise by the lender or the affiliated lender of its rights in the wind farm and the contract, such Disposition and Assignment shall be required to satisfy the conditions set out hereinafter. If the assets associated with the wind farm and the contract are repossessed as a result of the realization of the security of a lender or an affiliated lender, the lender or affiliated lender shall first offer the local environment an opportunity to acquire, in whole or in part, the assets subject to the Disposition or Assignment, enabling it to recover any outstanding amount of the loan. The local environment may then retain an interest in the wind farm that is less than the interest required under Section If the local environment does not exercise this option, the lender or the affiliated lender which repossesses the assets associated with the wind farm and the contract as a result of realization of security may assign them to any other person or group of persons. In such case, the assignee shall be bound to offer the local environment an interest in the wind farm equal to the percentage it held before the lender or the affiliated lender repossessed the assets. The local environment may accept such interest to the extent of the initial interest, based on different percentages, or a lesser interest than the interest it held or a lesser interest than the interest required under Section If the local environment refuses the offer, the criteria defined in Section 24.7 concerning the interest of the local environment in the capitalization and control of the wind farm shall no longer apply for the remainder of the term of the contract and any assignee shall be required to agree to be bound by each and every one of the provisions of the contract and to undertake to comply with such provisions on the same basis as the assignor. December 18 th, 2013 P. 50

207 Appendix 11 Standard Contract Call for Tenders A/O Electricity Supply Contract If the lender or the affiliated lender exercises its rights in the wind farm and the contract, the lender or the affiliated lender shall not in any circumstances have any ties with the assignee or any person or group of persons, whether or not having juridical personality, that has ties with the assignee. The same shall apply to any private partner who was previously a party to or involved in the wind farm. The Distributor shall in any event maintain the right to set off any liquid and due debt owed to the Distributor by the Supplier against amounts which the Distributor may owe the Supplier, subject to Section 16, and any purchaser or assignee shall waive the provisions of Article 1680 of the Civil Code of Québec, for the benefit of the Distributor. 28 CHANGE OF CONTROL AND INTEREST 28.1 Change of control of a company If the Supplier is a company, no change in the shareholders as specified in Appendix II may take place without the prior consent of the Distributor, which consent shall not be unreasonably withheld. The Distributor shall signify its acceptance or refusal within thirty (30) days of receipt of a notice of a proposed change, unless the Distributor advises the Supplier during said thirty (30) day period of another reasonable period of time for accepting or refusing the proposed change Change in interest in a limited partnership If the Supplier is a limited partnership, no change as to either the Supplier s general partners or its limited partners as specified in Appendix II, may take place without the prior approval of the Distributor, which approval shall not be unreasonably withheld. The Distributor shall signify its acceptance or refusal within thirty (30) days of receipt of a notice of a proposed change, unless the Distributor advises the Supplier during said thirty (30) day period of another reasonable period of time for accepting or refusing the proposed change Change in interest or control of a general partnership If the Supplier is a general partnership, no direct or indirect change in the partners as identified in Appendix II or their control, or in the interest of each of these partners in the general partnership, may take place without the prior approval of the Distributor, which approval shall not be unreasonably withheld. The Distributor shall signify its acceptance or refusal within thirty (30) days of receipt of a notice of a proposed change, unless the Distributor advises the Supplier during said thirty (30) day period of another reasonable period of time for accepting or refusing the proposed change. December 18 th, 2013 P. 51

208 Appendix 11 Standard Contract Call for Tenders A/O Electricity Supply Contract 28.4 Supplier s organizational chart At the time of signing the contract and in all cases listed in Articles 28.1, 28.2 and 28.3 thereafter, the Supplier shall provide the Distributor an updated organizational chart detailing its legal structure, which must show the percentages of holdings or of shares, if any, as well as the exact names of legal entities within its legal structure. No change brought by virtue of the Section 28 can violate provisions of the Section 24.7 of the contract. December 18 th, 2013 P. 52

209 Appendix 11 Standard Contract Call for Tenders A/O Electricity Supply Contract PART XII DAMAGES AND PENALTIES 29 PENALTIES 29.1 Penalty for delay in commencement of deliveries For each day of delay after the guaranteed commencement date of deliveries, except in the case of a delay by the transmission provider to complete the integration work provided for under the connection agreement on the agreed date and to the extent such delay has not been caused by the Supplier, the Supplier shall pay the Distributor an amount of $55/MW multiplied by the contract capacity up to a maximum amount of $********* [$20,000/MW multiplied by the contract capacity]. This amount owed by the Supplier shall be invoiced monthly by the Distributor, as stipulated in Section Penalty with respect to the guaranteed regional content and guaranteed Québec content After receipt of the final report provided for in Section 18.2, the Distributor shall have a firm of auditors selected by it audit the regional content and the Québec content. If the Supplier has availed itself of the export markup after the commencement date of deliveries, this audit is carried out after the Distributor has received the second report on Québec content and on regional content provided for in Section For purposes of the said audit, the Supplier agrees to provide the audit firm with access to the physical premises, the contact persons and any relevant corporate document, including accounting records and audited financial statements. The Supplier shall also ensure that the suppliers, the designated wind turbine manufacturer and the subcontractors identified in accordance with the requirements of Appendix V grant the audit firm similar accesses as those mentioned in the foregoing paragraph. If the audited regional content is less than the guaranteed regional content, the following penalties shall apply: for the first three (3) percentage points of shortfall, the penalty shall be four thousand dollars ($4,000) multiplied by the contract capacity multiplied by the number of these percentage points of shortfall; for each additional percentage point of shortfall, the penalty shall be twelve thousand dollars ($12,000) multiplied by the contract capacity multiplied by the number of additional percentage points of shortfall. December 18 th, 2013 P. 53

210 Appendix 11 Standard Contract Call for Tenders A/O Electricity Supply Contract If the Québec content thus audited is less than the guaranteed Québec content, the following penalties shall apply: for the first three (3) percentage points of shortfall, the penalty shall be two thousand dollars ($2,000) multiplied by the contract capacity multiplied by the number of these percentage points of shortfall; for each additional percentage point of shortfall, the penalty shall be eight thousand dollars ($8,000) multiplied by the contract capacity multiplied by the number of additional percentage points of shortfall. In the case where penalties apply both for the regional content and the Québec content, the amount of the penalties to be paid is established in such a way as to avoid double counting. This amount owed by the Supplier shall be invoiced monthly by the Distributor, as stipulated in Section DAMAGES IN THE EVENT OF DEFAULT TO TAKE OR DELIVER ENERGY 30.1 Default to take delivery Except as permitted under Section 7, if the Distributor fails to take delivery of a quantity of energy made available to it at the delivery point, it shall pay the Supplier, at the end of the billing period, the price it would have paid in $/MWh pursuant to Section 14.1 multiplied by the quantity of energy not received. For each hour for which the Distributor fails to take delivery of an amount of energy available at the delivery point, the energy not received is established in the same manner as described in Section 14.2 for the calculation the energy made available Default to deliver the contract energy At the third anniversary of the commencement date of deliveries and on each subsequent anniversary of the commencement date of deliveries, the Distributor shall calculate an EMOY average quantity of energy defined as follows: Where: EANt: EMOY = (EANt + EANt-1 + EANt-2) / 3 the sum, for the twelve (12) month period then ending ( Period t ), of the quantity of eligible energy, the quantity of energy made available and the quantity of energy not received for which damages have been paid by the Distributor in accordance with Section 30.1; EAN t-1 : the sum, for the twelve (12) month period preceding Period t ( Period t- 1 ), of the quantity of eligible energy, the quantity of energy made available, the quantity of energy not received for which damages have been paid by the Distributor in accordance with Section 30.1; December 18 th, 2013 P. 54

211 Appendix 11 Standard Contract Call for Tenders A/O Electricity Supply Contract EANt-2: the sum, for the twelve (12) month period preceding Period t-1, of the quantity of eligible energy, the quantity of energy made available, the quantity of energy not received for which damages have been paid by the Distributor in accordance with Section 30.1; For the purpose of determining EAN t, EAN t-1 and EAN t-2, the Distributor shall take into account the energy which would have been delivered to it if no force majeure had occurred. For a given hour, said undelivered energy shall be established in the same manner as described in Section 14.2 for the calculation of the energy made available. If the EMOY value calculated for Period t is less than 95% of the contract energy, the Supplier shall pay to the Distributor damages corresponding to the difference between 95% of the contract energy and the EMOY value multiplied by an amount per MWh equal to the greater of: $2/MWh and the difference between, on the one hand, the average of the hourly spot market prices, in U.S. dollars of the ISO-NE RT LMP Final (New England Independent System Operator Real-Time Locational Marginal Price Final) in zone Hydro-Québec Phase 1 / Phase 2 Interface (4012.I.HQ_P1_P2345 5EXT.NODE), of the NYISO RT (New York Independent System Operator Real Time) in zone Hydro-Québec (zone HQGEN-Import), and of the IESO RT (Independent Electricity System Operator) in zone MSP PQAT or any other locations or zone replacing them, for all the hours in Period t, plus US$7/MWh and converted into Canadian dollars and, on the other hand, the price that the Distributor would have paid for the energy under Section 14.1 during Period t. If the contract energy was modified during a period covered by this Section 30.2, the value of the contract energy for the purposes herein shall be prorated based on the duration of the periods before and after the change in contract energy. 31 DAMAGES IN THE EVENT OF A REVISION OF THE CONTRACT ENERGY In the event that the contract energy is permanently revised downward, under Section 8, the Supplier shall pay an amount to the Distributor calculated as follows: Where: DOM: CA: CB: DOM = (CA CB) x CF x PC / CH amount of damages; contract energy in effect prior to the revision; contract energy in effect after the revision; December 18 th, 2013 P. 55

212 Appendix 11 Standard Contract Call for Tenders A/O Electricity Supply Contract CF: PC: CH: an amount of $25,000/MW if the revision occurs prior to the tenth (10th) anniversary of the commencement date of deliveries or an amount of $40,000/MW otherwise; contract capacity; contract energy in effect at the commencement date of deliveries. Section 31 shall apply each time there is a permanent revision of the contract energy under Section DAMAGES IN THE EVENT OF TERMINATION 32.1 Termination following an event related to Section 35.1 If the contract is terminated following a default related to Section 35.1, the Party not in default shall be entitled to damages payable by the Party in default calculated by multiplying the contract capacity by one of the following amounts: if the termination occurs more than eighteen (18) months before the guaranteed commencement date of deliveries, the amount shall be $10,000/MW; if the termination occurs eighteen (18) months or less before the guaranteed commencement date of deliveries or after this date, the amount shall be $20,000/MW Termination following an event related to Section 35.2 If the contract is terminated following a default related to Section 35.2, the Party that terminates the contract shall be entitled to damages calculated by multiplying the contract capacity by one of the following amounts: if the termination occurs on the commencement date of deliveries or before the Date for Reduction of Operating Security specified in Section 25.2, the amount shall be $40,000/MW; if the termination occurs on the Date for Reduction of Operating Security or before the tenth (10th) anniversary of the commencement date of deliveries, the amount shall be $25,000/MW; if the termination occurs between the tenth (10th) anniversary of the commencement date of deliveries and the end of the contract, the amount shall be $40,000/MW; and the result shall be multiplied by the ratio obtained by dividing the contract energy in effect at the time of termination by the contract energy in effect at the commencement date of deliveries. December 18 th, 2013 P. 56

213 Appendix 11 Standard Contract Call for Tenders A/O Electricity Supply Contract 33 LIQUIDATED DAMAGES Subject to Section 17.2, payment of the amounts stipulated in Sections 29, 30, 31 and 32, is the only compensation which the Parties may claim for any damages incurred as a result of any of the breaches or defaults mentioned in provisions 29, 30, 31 or resulting from a termination indicated in Section 32, as the case may be. The amounts owed by one Party shall be billed to the other Party, which shall make the payment in accordance with the terms specified in Section 16. Should the Supplier fail to pay an invoice within the time period specified in Section 16, the Distributor may, in order to recover the unpaid amounts, draw upon any of the security given by the Supplier under Section 25 or set off such unpaid amounts against any amount that the Distributor may owe the Supplier. The Distributor s right to claim any amount under Sections 17.2, 29, 30.2 and 31 and the Supplier s right under Section 30.1, shall not affect their respective rights to terminate the contract in accordance with Section FORCE MAJEURE The expression force majeure in the contract shall mean any event that is unforeseeable, irresistible, and beyond a Party s control, which causes a delay in or interrupts or prevents the total or partial performance by said Party of any or all of its obligations under the contract. Any force majeure affecting the transmission provider in accordance with Hydro- Québec Open Access Transmission Tariff which results in a total or partial reduction in the deliveries provided for in the contract, shall be deemed to be a force majeure invoked by the Distributor. The Party invoking a force majeure must notify the other Party at the latest five (5) days after the event in question and indicate in said notice, as precisely as possible, the cause and origin of the events that the Party qualifies as force majeure and the effect of said event on its ability to carry out its obligations under the contract. The obligations of a Party invoking a force majeure shall be suspended insofar as said Party is unable to act only and provided that it acts with diligence to eliminate or correct the effects of such force majeure. However, force majeure shall not affect the obligation to pay any amount of money owed. When a due date is established in the contract for fulfilling an obligation and said date cannot be met due to a force majeure, more specifically when the guaranteed commencement date of deliveries or any milestone date of a milestone event is involved, such date shall be deferred by a period of time equivalent to the one during which the Party affected by the force majeure was unable to act. This provision is not intended to modify the term of the contract provided for under Section 3. December 18 th, 2013 P. 57

214 Appendix 11 Standard Contract Call for Tenders A/O Electricity Supply Contract Subject to the notice under this section and notwithstanding any other provisions in the contract, failure to fulfill an obligation due to force majeure, regardless of the Party that invokes it, shall not constitute a default herewith and shall not result in any damages, or in any recourse for specific performance or recourse of any other nature whatsoever. In addition, the non-performance of any obligation due to a force majeure may not lead to a revision of the contract energy under Section 8 or the application of damages or penalties under Sections 29, 30, 31 and 32. December 18 th, 2013 P. 58

215 Appendix 11 Standard Contract Call for Tenders A/O Electricity Supply Contract PART XIII TERMINATION 35 TERMINATION 35.1 Termination for a default prior to the commencement date of deliveries The following events shall constitute events of default prior to the commencement date of deliveries, which shall give the Party not in default the right to terminate the contract in accordance with Section 35.4: a) the Supplier has become insolvent or commits any other act of bankruptcy; b) procedures involving the Supplier are initiated by it under any legislation concerning insolvency, bankruptcy, receivership, restructuring, arrangement, dissolution or liquidation or in accordance with any other similar legislation, or the Supplier s property or business are otherwise liquidated or assigned for the benefit of its creditors; c) procedures such as those listed in Section 35.1 (b) are initiated against the Supplier and an order approving the application is issued or such procedures remain pending for sixty (60) days without being contested by the Supplier, or the Supplier, through its action or inaction, demonstrates its agreement or approval or assent to such procedures; d) procedures related to the seizure, taking possession or sale by court order of the wind farm are initiated against the Supplier and an order approving the application is issued or such procedures remain pending for sixty (60) days without being contested by the Supplier, or the Supplier, through its action or inaction, demonstrates its agreement or approval or assent to such procedures; e) one of the Parties takes action or allows actions to be taken that are contrary to what is stipulated in Sections 27 and 28; f) subject to Section 5.3, the Supplier fails to comply with a milestone date part of the milestone events set forth in Section 5.2, or as deferred under any other provision of the contract, and does not remedy such default within sixty (60) days after having been so notified by the Distributor; g) the Supplier fails to comply with the guaranteed commencement date of deliveries and does not remedy such default within twelve (12) months after having been so notified by the Distributor, unless there is a delay on the part of the transmission provider in completing the connection work stipulated in the connection agreement by the agreed-upon date; h) the Supplier fails to provide security in accordance with Section 25 and does not correct the situation within five (5) days after having been so notified by the Distributor; December 18 th, 2013 P. 59

216 Appendix 11 Standard Contract Call for Tenders A/O Electricity Supply Contract i) the Supplier does not deliver copies of the notices to proceed mentioned in Section 24.4 at the date mentioned in that section or the information provided does not permit confirmation that the wind farm s target components of the wind turbines are manufactured in plants that comply with those described in Appendix V and does not remedy such default within sixty (60) days of notice to that effect by the Distributor; j) the manufacturing plants of the wind farm s target components of the wind turbines identified in Appendix V do not comply with the descriptions contained in Appendix V and the situation has not been corrected within sixty (60) days of notice to that effect by the Distributor to the Supplier. k) The Supplier has failed to perform the contract within the meaning of Section 24.8 of the contract. In this section, when the Distributor informs the Supplier of a default, it must do so with a copy to the lender or affiliated lender Termination for a default after the commencement date of deliveries The following events shall constitute events of default after the commencement date of deliveries, which gives the Party not in default the right to terminate the contract as per Section 35.4: a) the Supplier has become insolvent or commits any other act of bankruptcy; b) procedures involving the Supplier are initiated by it in accordance with any legislation concerning insolvency, bankruptcy, receivership, restructuring, arrangement, dissolution or liquidation or in accordance with any other similar legislation, or the Supplier s property or business are otherwise liquidated or assigned for the benefit of its creditors; c) procedures such as those listed in Section 35.2 (b) are initiated against the Supplier and an order approving the application is issued or such procedures remain pending for sixty (60) days without being contested by the Supplier, or the Supplier, through its action or inaction, demonstrates its agreement or approval or assent to such procedures; d) procedures related to the seizure, taking possession or sale by court order of the wind farm are initiated against the Supplier and an order approving the application is issued or such procedures remain pending for sixty (60) days without being contested by the Supplier, or the Supplier, through its action or inaction, demonstrates its agreement or approval or assent to such procedures; e) one of the Parties takes action or allows actions to be taken that are contrary to what is stipulated in Sections 27 and 28; December 18 th, 2013 P. 60

217 Appendix 11 Standard Contract Call for Tenders A/O Electricity Supply Contract f) the Supplier fails to provide security in accordance with Section 25 and does not remedy such default within five (5) days after having been so notified by the Distributor; g) one of the Parties does not make ant required payment by the due date and in accordance with Section 16 and does not remedy such default within ten (10) days after having been so notified by the other Party; h) the Supplier fails to provide the final layout report under Section 18.1 and does not remedy such fault within thirty (30) days after having been so notified by the Distributor; i) The Supplier sells electricity to a third party, in breach of Section 2. j) the Supplier fails to comply with any obligations under Section 26 and does not remedy such failure within thirty (30) days after the Supplier's knowledge. k) The Supplier has failed to perform the contract within the meaning of Section 24.8 of the contract. In this section, when the Distributor informs the Supplier of a default, it must do so with a copy to the lender or affiliated lender Remedy by the lender or affiliated lender The lender or affiliated lender may remedy a default on behalf of the Supplier and continue the contract with the Distributor provided that the lender or affiliated lender assumes all of the Supplier s rights and obligations stipulated in the contract and that it has the capacity to fulfill said obligations, or contracts a third party to do so. So that a lender or affiliated lender may remedy a default on behalf of the Supplier, it must advise the Distributor of its intention to do so before the time allotted to remedy the default has elapsed, and the lender or affiliated lender must have remedied the default fully within the allotted time applicable under Section 35. The Distributor s right to terminate the contract under Sections 35.1 or 35.2 is subject to the rights granted to the lender or affiliated lender to remedy the default as provided for in this Section 35.3 and to take over the wind farm to operate it or have it operated by a third party, or to dispose of it, while complying in the latter case with the conditions stipulated in the contract Method of termination Subject to the rights granted to the lender or affiliated lender in Section 35.3, when any of the events of default mentioned in Sections 35.1 and 35.2 occur, unless the Party in default demonstrates, to the other Party s satisfaction, that such an event of December 18 th, 2013 P. 61

218 Appendix 11 Standard Contract Call for Tenders A/O Electricity Supply Contract default has been remedied within the prescribed time period, the Party that is not in default may terminate the contract forthwith without the need to resort to the courts. When the Distributor is entitled to terminate the contract in accordance with Sections 35.1 and 35.2, it may exercise such right by sending a notice to that effect to the Supplier, with a copy to the lender or affiliated lender, indicating the cause of the termination, which shall enter into force upon receipt of the notice. However, if the default is remedied prior to the receipt of the notice, said notice shall be null and void and the contract shall remain in force. When the Supplier is entitled to terminate the contract in accordance with Sections 35.1 and 35.2, it may exercise such right by sending a notice to that effect to the Distributor indicating the cause of the termination, which shall enter into force upon receipt of the notice. However, if the default is remedied prior to the receipt of the notice, said notice shall be null and void and the contract shall remain in force. The termination rights under this Section 35 do not affect a Party s rights to claim amounts owed to it under the contract or to resort to the courts to contest a termination Effects of termination If the contract is terminated by one of the Parties, the terminating Party shall be entitled to the damages stipulated in Section 32. In such a case, said Party shall invoice the other Party for any amounts payable under Section 32, and the other Party shall have no legal recourse to claim damages from the Party terminating the contract for any loss of revenues or profits, or for any other reason. From that moment on, the Parties shall no longer be bound for the future and shall only be required to fulfill past obligations which had not yet been fulfilled on the day of the termination. December 18 th, 2013 P. 62

219 Appendix 11 Standard Contract Call for Tenders A/O Electricity Supply Contract PART XIV MISCELLANEOUS PROVISIONS 36 INTERPRETATION AND APPLICATION 36.1 General interpretation 36.2 Times Unless there is a specific provision or it is otherwise indicated by the context and for the purposes hereof: a) the preamble and appendices shall form an integral part of the contract; b) all payments mentioned in the contract shall be made in Canadian currency; c) if, when calculating amounts for billing purposes under the contract it becomes necessary to convert Canadian funds into U.S. funds or vice versa, the Parties shall use, for the period covered by the invoice, the average of the exchange rates published daily at noon by the Bank of Canada for the purchase of U.S. currency, or the reverse for the purchase of Canadian currency, as the case may be; d) the singular shall include the plural and vice versa. The masculine gender shall include the feminine; e) the section headings have only been included to facilitate reading and may not be used to interpret the contract; f) when an index or rate being referred to in the contract is no longer available or representative, the Parties agree to replace it with an index or rate that is as close as possible to the one being replaced so as to minimize the effects of such a replacement on the Parties; g) the terms defined in the contract or in an appendix appear in italics in the documents where they are defined. Unless otherwise specified, for the purposes of the contract, all times are mandatory and are calculated as follows: a) the day which marks the starting date is not counted but the last day is; b) Saturdays, Sundays and statutory holidays are counted, but when the last day is a Saturday, Sunday or statutory holiday, the time is extended to the next business day; c) the term month, when used, shall mean calendar months. December 18 th, 2013 P. 63

220 Appendix 11 Standard Contract 36.3 Failure and delay Call for Tenders A/O Electricity Supply Contract 36.4 Taxes The failure or delay on the part of either Party to exercise a right provided for in the contract shall not constitute a waiver of such right and neither Party shall in the future be prevented from exercising any right not previously exercised, either in whole or in part. The values indicated for the prices, payments, penalties, charges, premiums, or other amounts indicated in the contract do not include any tax on the sale of goods and services, which shall be added when applicable and paid for by the Party responsible thereof. All taxes, duties and fees which are or may be imposed by a government or regulatory authority on any of the Parties at any time during the contract shall be borne by the Party to which said taxes, duties and fees apply Full agreement The contract constitutes the full agreement between the Parties as to its content and it replaces all verbal or written agreements and letters and all call for tender documents related to the contract. The Parties agree that the entire contract shall be made public. No amendments may be made to the contract without the written consent of the Parties Invalidity of a provision The invalidity, termination or unenforceability of any of the provisions of the contract shall not affect the validity or enforceability of any other provision contained therein and the contract shall be interpreted as if such invalid or unenforceable provision did not exist Place of execution of the contract The Parties agree that the contract has been executed in Montréal and is subject to the laws in force in the Province of Québec and that any legal proceedings related thereto shall be instituted in the judicial district of Montréal Legal representatives and successors The contract shall bind, and enure to the benefit of, the legal representatives and successors of each Party. December 18 th, 2013 P. 64

221 Appendix 11 Standard Contract 36.9 Default or omission Call for Tenders A/O Electricity Supply Contract Notwithstanding any provision in the contract, a Party cannot be in default with respect to an obligation or incur a liability under the contract when said Party s breach originates from a default or omission on the part of the other Party or the other Party s employees, directors, officers or agents Mandatory (if required) For the purposes of management of the contract, including billing, payment, sending notices and operation of the wind farm, the Parties acknowledge and agree that the Supplier will be through a representative, hereinafter the agent of the Supplier, which is his duly authorized representative. 37 NOTICES AND COMMUNICATION OF DOCUMENTS All documents, notices, requests, acceptances or approvals pursuant to this contract shall, unless specified to the contrary, be made or given in writing and shall be validly executed if delivered by hand to the recipient or sent by registered mail or by fax or by electronic mail to the representatives at the following addresses: Supplier: Title Address A1 A2 Fax: (XXX) XXX-XXXX Distributor: Director, Electricity Supply Hydro-Québec Distribution Division 75 René-Lévesque Blvd. West, 22nd floor Montréal (Québec) H2Z 1A4 Fax: (514) HQD_DAE_Appro_energie@hydro.qc.ca Any notice, request, invoice or approval transmitted as specified herein shall be deemed to be received when delivered if delivered by hand, on the business day following its transmission if sent by fax or by electronic mail, or on the third business day after it was sent by registered mail, as the case may be. In the case of the invoices, maintenance plans and information under Sections 10.1 and 18.3, the transmissions may also be done by . December 18 th, 2013 P. 65

222 Appendix 11 Standard Contract Call for Tenders A/O Electricity Supply Contract Upon request from a Partie, the original of any notice, request or approval transmitted by fax or by electronic mail, with the exception of Sections 10 and 15, shall as quickly as possible be delivered by hand or sent by registered mail. If any of the delivery methods specified herein is interrupted, the Parties shall use any other means of delivery so as to ensure that the notice, request, invoice or approval is delivered to the recipient as soon as possible. Each Party shall inform the other Party of any change in address in the manner stipulated herein. Each Party may designate a representative by notice in writing for certain specific tasks related to the performance of the contract. 38 DISTRIBUTOR S APPROVAL AND REQUIREMENTS Any authorization, approval, acceptance, requirement, inspection, verification, or receipt of reports by the Distributor as part of the contract shall only serve to ensure a safe and reliable supply of electricity and shall in no way render the Distributor in any way whatsoever, either directly or indirectly, liable for, or be interpreted in any way as constituting an evaluation, guarantee, certification or endorsement by the Distributor of the functional value, performance or safety of the wind farm, or of its compliance with any permit, authorization or any applicable legislative or regulatory provision. 39 DELIVERY OF DOCUMENTS AND OTHER INFORMATION The Supplier shall provide the Distributor with any information that is reasonably required by the Distributor or by any Canadian or American regulatory agency or electric utility coordinating body, depending on each one s specific needs, and the Supplier shall do so at its own expense. Notwithstanding other requirements related to the delivery of documents stipulated elsewhere in the contract, the Supplier shall provide the Distributor with all documentation of a commercial, technical or other nature reasonably required for the performance of the contract. The Supplier shall grant the Distributor a non-exclusive licence free of charge so that it can use all of the information provided by the Supplier at its discretion, including the right to transmit it to Hydro-Québec employees, consultants, partners or service providers. The Distributor warrants to keep confidential the information identified as such by the Supplier, unless a regulatory organization, court or government authority requires that the information be made public, in which case the Distributor shall notify the Supplier as soon as possible. 40 MAINTENANCE OF RECORDS The Supplier shall keep full and accurate reports and records of its performance related to the contract for at least two (2) years; however, if an invoice is disputed, the Supplier shall keep all parts of said reports and records related to the invoice or the December 18 th, 2013 P. 66

223 Appendix 11 Standard Contract Call for Tenders A/O Electricity Supply Contract amount being disputed until the claim has been settled. The Distributor, upon giving prior notice to the Supplier, shall have access to said reports and records during business days and may obtain copies thereof. December 18 th, 2013 P. 67

224 Appendix 11 Standard Contract Call for Tenders A/O Electricity Supply Contract IN WITNESS WHEREOF, THE PARTIES HAVE SIGNED THE CONTRACT ON THE DATE AND AT THE PLACE MENTIONED AT THE BEGINNING OF THIS CONTRACT. LEGAL DESIGNATION OF SUPPLIER HYDRO-QUÉBEC, acting through its HYDRO-QUÉBEC DISTRIBUTION division, here represented by ********, (TITLE) Hydro-Québec Distribution Signature Signature Name of witness Name of witness Note: Witnesses must initial all the pages of the contract. SIGNATURE OF MANDATORY IF REQUIRED December 18 th, 2013 P. 68

225 Appendix 11 Standard Contract Call for Tenders A/O APPENDIX I Appendix I [Name of the wind farm] Description of the main specifications of the wind farm 1. Location of wind farm and site cadastre The wind farm is built in the municipality of ******** in the ******** RCM, province of Québec, and occupies an approximate total surface area of ***** hectares, of which ***% consists of ****** [private and/or public] land. The location of the wind farm is found in figures ***** of this appendix. 2. Description of electricity generating equipment: Designated win turbine manufacturer: ************** Model, height, description and options for the wind turbines at the wind farm: ******** (including the characteristics related to cold temperatures, nacelle directional automatic control systems, shutdown and startup for extreme temperatures, high winds and squalls, heating consumption). Certification of wind farm wind turbines: [Details regarding certification for the service life and operation up to -30 o C] Number of wind turbines: **** Installed capacity of wind farm: **** MW Electrical behavior The electrical behavior of each wind turbine conforms to the modeled electrical behavior provided by the Supplier on ********. The electrical equipment of each wind turbine conforms to the following specifications: ********. Power output curve: The wind turbine power output curve is defined in documentation ******** (power wind air density relationship for all operating conditions). In the event of discrepancies with the actual output, the Parties agree to adjust them so that they reflect the output actually observed at the wind farm. December 18 th, 2013 P. 1

226 Appendix 11 Standard Contract Call for Tenders A/O Appendix I [Name of the wind farm] Wind farm s annual generation profile The following table presents the monthly profile of the wind farm s contract energy in order to calculate the amount of energy made available as mentioned in Section 14.2and for the contract s duration. 3. Description of electrical equipment: 3.1 General layout Percentage of contract energy (%) January February March April May June July August September October November December Total 100 [Description of electrical equipment] 3.2 Collector system The strategic electrical equipment of the collector system are as follows: ********* radial electrical circuits at a voltage of ***kv, each integrating the associated wind turbines; **** step-up transformers per wind turbine: *** V/ *** kv, Z= **%, rated output of **** kva. The collector system layout plan is shown in Figure ****. The wind farm collector system shall have a total estimated linear length of ***** m broken down as follows: Underground: ***** m Overhead: ***** m Total: ***** m December 18 th, 2013 P. 2

227 Appendix 11 Standard Contract Call for Tenders A/O Appendix I [Name of the wind farm] 3.3 Transforming substation The strategic electrical equipment of the transforming substation are as follows: Transformers: - Quantity: **** - Nominal voltage: **** kv (the transformer s high-voltage level will be determined following the transmission provider s connection study) - Rated output: **** Main circuit breakers: - Quantity: **** - Type: **** - Rated current: **** A (to be determined based on the transmission provider s connection study) - Rated short-circuit breaking capacity: Secondary circuit breakers: - Quantity: **** - Type: **** - Nominal voltage: **** kv - Rated current: **** A - Rated short-circuit breaking capacity: **** ka Reactive backup equipment: December 18 th, 2013 P. 3 **** ka (to be determined based on the transmission provider s connection study) - Type: **** - Nominal voltage: **** kv - Rated output: **** MVar (** MVar increments) (to be determined based on a study conducted by the Supplier) 3.4 Single-line diagrams Figure *** shows a simplified single-line diagram of the collector system, while Figure *** shows a simplified single-line diagram of the transforming substation. The final diagrams, which include the components part of the high-voltage portion of the transforming substation, shall be specified by the Supplier once the

228 Appendix 11 Standard Contract Call for Tenders A/O Appendix I [Name of the wind farm] technical specifications resulting from the transmission provider s detailed connection study are known. 4. Meteorological masts The wind farm shall contain at least **** permanent meteorological masts, 80 m in height and positioned in representative locations and, for wind measurements, equipped with at least one weather vane and anemometer at three separate vertical levels. The masts must be installed using the best industry practices (see reference standard CAN/CSA ). The Supplier shall set up and maintain said masts for the entire term of the contract along with the associated instrumentation needed to continuously supply the Distributor with the corresponding data described in Appendix VII. The Supplier may not dismantle a mast or modify the mast instrumentation so that the data made available by the Supplier are affected without the Distributor s prior consent. 5. Substitution of wind turbine model The Supplier may, under Section 17.1 of the contract, propose to the Distributor that a different wind turbine model from the same designated wind turbine manufacturer be substituted for the one specified in Section 2 of this appendix and in Appendix V. Such a substitution shall in no way affect the Supplier s obligations under the contract. 6. Other The data provided in this appendix are preliminary. Any substantial modifications to the content of this appendix must be approved in writing by the Distributor, who may not withhold such consent unreasonably. All of the electrical characteristics of the generating equipment and switchyard interconnected at a voltage level equal to or exceeding 44 kv shall conform to the transmission provider s standards and requirements specified in the following documents or any other revision applicable to the wind farm during the term of the contract. Exigences techniques du Transporteur relatives au raccordement des centrales électriques au réseau d'hydro-québec, Février 2009, (English version available). Limites d'émission des installations de clients raccordées au réseau de transport d'hydro-québec, décembre 2008, (English version available). December 18 th, 2013 P. 4

229 Appendix 11 Standard Contract Call for Tenders A/O Appendix I [Name of the wind farm] Gabarit Étude d écoulements de puissance pour le respect du Facteur de Puissance, avril 2012, (in French only). Procédure de validation des modèles éoliens PSS/E, septembre 2013 (English version available). The list of technical requirements, standards and codes for interconnection to the transmission grid is available at the following website: All of the electrical characteristics of the generating equipment and switchyard interconnected at a voltage level below 44 kv shall conform to the transmission provider s standards and requirements specified in the following documents or any other revision applicable to the wind farm during the term of the contract. Exigences relatives au raccordement de la production décentralisée au réseau de distribution moyenne tension d'hydro-québec, norme E.12-01, Février 2009 (English version available). Addenda numéro 1 à la norme E Exigences relatives au raccordement de la production décentralisée au réseau de distribution moyenne tension d'hydro- Québec, février 2012, (in French only). Addenda numéro 2 à la norme E Exigences relatives au raccordement de la production décentralisée au réseau de distribution moyenne tension d'hydro- Québec, octobre 2012, (in French only). Exigences de maintenance périodique des équipements utilisés pour l'intégration d'un Producteur/Client-producteur au réseau d'hydro-québec Distribution, norme E.12-03, avril 2011, (in French only). Exigences pour l'installation et le raccordement de l'unité de télécommande et de télésignalisation des installations des producteurs indépendants et des autoproducteurs raccordés au réseau moyenne tension d'hydro-québec, E.12-12, septembre 2011, (in French only). Exigences relatives à la qualification des équipements de protection utilisés pour le raccordement de la production décentralisée sur le réseau de distribution d'hydro-québec, norme E.12-09, Juin 2006, (in French only). Exigences techniques relatives au raccordement des charges fluctuantes au réseau de distribution d'hydro-québec, norme C.22-03, Décembre 2008, (in French only). December 18 th, 2013 P. 5

230 Appendix 11 Standard Contract Call for Tenders A/O Appendix I [Name of the wind farm] Addenda numéro 1 à la norme C Exigences techniques relatives au raccordement des charges fluctuantes au réseau de distribution d'hydro-québec, juin 2013, (in French only). Exigences techniques relatives à l'émission d'harmoniques par les installations de clients raccordées au réseau de distribution d'hydro-québec, norme C.25-01, Décembre 2005, (in French only). Addenda numéro 1 à la norme C Exigences techniques relatives à l'émission d'harmoniques par les installations de clients raccordés au réseau de distribution d'hydro-québec, juin 2013, (in French only). Service d'électricité en moyenne tension, norme E.21-12, mai 2011, (in French only). The list of technical requirements, standards and codes for interconnection to the distribution grid is available at the following website: ml For the summary technical connection studies, the models and parameters used are those that appear in the computer file provided by the Supplier to the Distributor on ********* [date]. To carry out the detailed system connection study and the system behavior studies, the Supplier shall provide the final version of these models and the final values of the parameters. If these new models and parameters differ from those indicated above and that this results in equipment additions or modifications, the additional costs shall be borne by the Supplier. Any changes made to the data contained in this appendix must be provided in writing to the transmission provider within a reasonable period of time. December 18 th, 2013 P. 6

231 Appendix 11 Standard contract Call for Tenders A/O APPENDIX II Ownership Pattern of the Supplier Appendix II [Name of the wind farm] 1. List of Supplier s shareholders and ownership pattern ********* 2. Supplier s Organizational Chart December 18 th, 2013 P. 1

232 Appendix 11 Standard contract Call for Tenders A/O APPENDIX III Appendix III [Name of the wind farm] Maximum credit limits based on the level of risk CREDIT RISK S&P Moody s DBRS 1. Very low AAA AA+ / AA / AA- Aaa Aa1 / Aa2 / Aa3 AAA AA high / AA / AA low MAXIMUM LIMITS ($CDN M) Low A+ / A / A- A1 / A2 / A3 A high / A / A low Moderately low BBB+ Baa1 BBB high Medium BBB Baa2 BBB 5 5. Moderately high 6. High 7. Very high BBB- Baa3 BBB low 1 BB+ / BB / BB- B+ / B / B- CCC+ / CCC / CCC- CC / D Ba1 / Ba2 / Ba3 B1 / B2 / B3 Caa / Ca C / D BB high / BB / BB low B high / B / B low CCC / CC / C / D 0 The above table is used to determine the maximum credit limit that the Distributor may grant the Supplier based on its level of risk. It also applies to an affiliate who issued a suretyship agreement in favour of the Supplier. The maximum credit limit applies to all the contracts entered into between the Distributor and Supplier, including its affiliates. The level of risk is determined based on the credit ratings issued by credit rating agencies on unsecured long-term debt. In the event that the credit rating agencies do not grant equivalent credit ratings, the lowest rating shall be retained for purposes of the application of Section 25 of the contract. December 18 th, 2013 P. 1

233 Appendix 11 Standard contract Call for Tenders A/O APPENDIX IV Appendix IV [Name of the wind farm] Terms and Conditions Applicable to Security IRREVOCABLE STANDBY LETTER OF CREDIT Montréal, No.: TO: HYDRO-QUÉBEC 75, boulevard René-Lévesque Ouest, 15 ième étage Montréal (Québec) H2Z 1A4 Attn : Direction principale - Analyse et gestion des risques At the request of (the Applicant ), whose head office is located at, we, Bank (name and address of Bank) are establishing for your benefit our Irrevocable Standby Letter of Credit (the Letter of Credit ) for an amount not exceeding $ CAN ( Canadian dollars) (the Guaranteed Amount ) as security for the performance of the obligations of (the Supplier ) pursuant to the electricity supply contract entered into on (date) regarding the wind farm, which contract may be amended from time to time (the Contract ). Monies will be made available to you under the Letter of Credit on presentation of the following documents: 1. your written request for payment signed by a duly authorized representative indicating the amount of the drawing requested, which may not exceed the Guaranteed Amount; 2. the original or a copy of the Letter of Credit. Partial drawings are authorized up to the Guaranteed Amount. Any correspondence or request for payment must be presented at or transmitted to our address indicated above and must refer to the Letter of Credit. We will execute your request for payment no later than the business day following receipt of such written request for payment, provided it is presented no later than 3:00 p.m., Montréal time. If a request for payment is received after 3:00 p.m., Montréal time, we will execute such request no later than two (2) business days following receipt thereof. Your request for payment may be December 18 th, 2013 P. 1

234 Appendix 11 Standard contract Call for Tenders A/O Appendix IV [Name of the wind farm] presented in person or sent by registered mail or transmitted by fax to the following number:. All costs pertaining to the Letter of Credit will be borne by the Applicant or the Supplier. The Letter of Credit will remain in force until, 3:00 p.m., Montréal time. The Letter of Credit will be automatically extended from year to year from its expiry date, unless we inform you, in writing with acknowledgment of receipt, at least ninety (90) days before said expiry date, that we choose not to renew the Letter of Credit. If we so notify you, the Letter of Credit will continue to be available for presentation of a request for payment up to (and including) the date of its expiry then in force. We will honour any request for payment made in accordance with the Letter of Credit without inquiring as to your right to make such request, notwithstanding any objection by the Applicant or the Supplier. The Letter of Credit is non-transferable. The Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits, Revision 2007, published by the International Chamber of Commerce (Publication No. 600) and any matter not covered by said customs and practices will be subject to the laws in force in Québec. We acknowledge the exclusive jurisdiction of the courts of Quebec to hear any legal proceeding arising from the Letter of Credit. Name of Bank By: (Name) (Title) December 18 th, 2013 P. 2

235 Appendix 11 Standard contract Call for Tenders A/O Appendix IV [Name of the wind farm] SURETYSHIP AGREEMENT This suretyship agreement (hereafter referred to as the Suretyship ), dated, has been entered into between, a company duly incorporated under the laws of, having its head office at (hereafter referred to as the Guarantor ) and HYDRO-QUÉBEC, acting through its division HYDRO-QUÉBEC DISTRIBUTION, a company duly incorporated under and governed by the Hydro-Québec Act (R.S.Q., Chapter H-5) having its head office at 75 René-Lévesque Blvd. West, Montréal, Québec, Canada H2Z 1A4 (hereafter referred to as the Distributor ); WHEREAS the Distributor and, a company duly incorporated under the laws of, having its head office at (hereafter referred to as the Supplier ), have signed an electricity supply contract dated **** (hereafter referred to as the Contract ); WHEREAS the Guarantor will benefit directly or indirectly from the Contract; WHEREAS the Distributor has required that the Guarantor unconditionally guarantees to the Distributor all the Supplier s obligations under the Contract; THEREFORE, in view of the foregoing, the Guarantor and the Distributor agree as follows: Clause 1. Suretyship. Until (hereafter referred to as the "Expiry Date"), the Guarantor irrevocably and unconditionally guarantees to the Distributor, its successors and assignees the performance of all the obligations of the Supplier under the Contract including the prompt payment when due of all amounts owed by the Supplier to the Distributor arising from the obligations pursuant to the Contract, even if such obligations and such amounts are not yet liquidated or payable at the Expiry Date (hereafter referred to as the Obligations ), on the understanding that the Guarantor s liability under this Suretyship shall be limited to an amount of $ plus all reasonable costs incurred by the Distributor in asserting its rights against the Guarantor under this Suretyship, including any legal fees, judicial costs and similar costs. The Guarantor shall pay any amounts guaranteed by this Suretyship as soon as the Distributor makes a request for payment to the Guarantor. A request for payment may be made before or after the Expiry Date. The fact that the Distributor makes a request for payment shall not in any way restrict its right to subsequently make any other request for payment. December 18 th, 2013 P. 3

236 Appendix 11 Standard contract Call for Tenders A/O Appendix IV [Name of the wind farm] Clause 2. Solidary liability. The Guarantor shall assume solidary liability with the Supplier with respect to the Obligations and shall waive the benefit of discussion and division, as well as any notice of exercise by the Distributor of any right or security. Clause 3. Scope of Suretyship. This Suretyship shall be valid even if the Supplier did not have legal personality or capacity at the time the Contract was signed. Moreover, the Guarantor waives the right to invoke any defence that the Supplier or the Guarantor could assert against the Distributor, any cause of reduction, extinguishment or nullity of the Obligations, and any excess or absence of authority on the part of persons who acted in the Supplier s name in assuming Obligations on its behalf. Clause 4. Consents, waivers and renewals. The Distributor may at any time, either prior to or after the Expiry Date, without the Guarantor s consent and without notice to the Guarantor, extend the deadline for the payment of the Obligations, refrain from realizing or waive any security provided in regard to the Obligations, or amend or renew the Contract, and it may also enter into any agreement with the Supplier or with any person responsible for the Obligations regarding the amendment, extension, renewal, payment or extinguishment of the Obligations, without affecting or diminishing the liability of the Guarantor in any manner whatsoever. Clause 5 Change of circumstances. This Suretyship shall subsist notwithstanding any change in the circumstances that gave rise to the granting of this Suretyship by the Guarantor, notwithstanding the cessation of the Guarantor s commercial operations or any change in the said operations or in the relationship between the Guarantor and the Supplier. The Guarantor shall continue to be liable for the Supplier s Obligations even if the Supplier is released therefrom as a result of a bankruptcy, a proposal, an arrangement or for any other reason. Clause 6 Subrogation. The Guarantor shall not exercise any right against the Supplier which it may acquire through subrogation as long as the amounts owed to the Distributor under the Contract have not been paid in full. Subject to the foregoing, upon payment of all the Obligations, the Guarantor shall be subrogated in the Distributor s rights against the Supplier. Clause 7. Cumulative rights. Failure or delay on the part of the Distributor to exercise any right, recourse or power granted herein shall not constitute a waiver thereof, and failure on the part of the Distributor to exercice any right, recourse or power shall not prevent the subsequent exercise of any right, recourse or power. Each and every right, recourse and power granted herein to the Distributor or which the latter is entitled to exercise under the law or by virtue of any other contract is cumulative and non-exclusive and may be exercised by the Distributor from time to time. December 18 th, 2013 P. 4

237 Appendix 11 Standard contract Call for Tenders A/O Appendix IV [Name of the wind farm] Clause 8. Representations and warranties. The Guarantor makes the following representations and warranties: a) it is duly constituted, validly subsisting and in good standing pursuant to the laws of the jurisdiction where it was constituted and it has all the powers required to sign and deliver this Suretyship and to perform the Obligations thereunder ; b) the signature and delivery of this Suretyship and the performance of the obligations thereunder were and are duly authorized by all the measures required on the part of the Guarantor and do not contravene any statutory provision or any constituting documents of the Guarantor or any contract binding the Guarantor or applicable to its assets. Clause 9. Assignment. None of the parties may assign any of their rights, interests or obligations pursuant to this Suretyship to any third party without the prior consent in writing of the other party. In the event of an assignment of part or all of the obligations pursuant to the Contract, this Suretyship shall continue to extend to all the Obligations and the term Supplier shall be deemed to include the assignee for purposes of interpreting this Suretyship. Clause 10 Notices. All notices and other communications pertaining to this Suretyship shall be given in writing and delivered by hand or sent by registered mail (with request for a receipt) or by fax (except in the case of a request for payment) and shall be sent to one of the following addresses: If being sent to the Guarantor: ****************** ****************** ****************** ****************** ****************** ****************** ****************** ****************** If being sent to the Distributor: HYDRO-QUÉBEC DISTRIBUTION c/o Directeur, Approvisionnement en électricité 75, boulevard René-Lévesque Ouest 22 ième étage Montréal (Québec) Canada H2Z 1A4 Fax: (514) or to any other address which the Guarantor or the Distributor may notify to the other party from time to time. Any notice or other communication related to this Suretyship shall be deemed to have been received when delivered, if delivered by hand, on the business day following its transmission, if sent by fax, or on the third business day after it was sent by registered mail, as the case may be. Clause 11. Notice of breach. When a notice of breach regarding the Suretyship is sent to the Supplier, the Guarantor shall also send a copy of said notice to the Distributor. Clause 12. Other suretyships. This Suretyship is in addition to not in substitution for any other suretyship or guarantee that the Distributor may hold. December 18 th, 2013 P. 5

238 Appendix 11 Standard contract Call for Tenders A/O Appendix IV [Name of the wind farm] Clause 13. Amendments. No amendment to the provisions of this Suretyship shall bind the parties unless it has been made in writing and signed by each party. Clause 14. Entire agreement. This Suretyship constitutes the entire agreement entered into by the Guarantor and the Distributor with regard to the matters contemplated herein and replaces any previous agreements, both written and verbal, in relation thereto. Clause 15. Applicable laws and competent jurisdiction. This Suretyship is governed by the laws in force in the province of Québec and shall be interpreted accordingly. Any legal action related thereto shall be instituted in the judicial district of Montréal and the Guarantor acknowledges the exclusive jurisdiction of the courts sitting in the said district. IN WITNESS WHEREOF, the Guarantor who is a party to this agreement has signed this Suretyship on the date mentioned above. (NAME OF GUARANTOR) By: Name: Title : (NAME OF SUPPLIER) By: Name: Title : December 18 th, 2013 P. 6

239 Appendix 11 Standard contract Call for Tenders A/O APPENDIX V Appendix V [Name of the wind farm] Manufacturing plants of the wind farm s turbines 1. Manufacturing plants of the wind farm s wind turbines 1.1 Description In order to meet the level of guaranteed regional content and the level of guaranteed Québec content indicated in Section 24.3, the Supplier undertakes to have the wind farm s target components of the wind turbines and the target strategic components manufactured and assembled in a plant located in the eligible region. Said plant must conform to the description given in this appendix. The Supplier shall purchase the wind turbines that make up the wind farm from the following manufacturer: **********************. Name of manufacturer: ********************** Plant owner: ********************** Location: ********************** ********************** Land size: ********** m 2 Plant size: ********** m 2 Surface area used in the ********** m 2 manufacturing of the components: Contract deadline for the start of ********** component manufacturing: 1.2 Manufacturing activities carried out at the plant [Description of manufacturing activities carried out at the plant] Description of plant inputs: Product: Production capacity: Monthly production profile: 1.3 Other possible products: December 18 th, 2013 P. 1

240 Appendix 11 Standard contract Call for Tenders A/O Appendix V [Name of the wind farm] 1.4 Investments and employment It is expected that the manufacturing activities described above will generate: $***** M in direct investments for the construction of the plant; **** person-years (full time); $***** M in payroll. Any major changes to the contents of this section shall require written approval on the Distributor s part, which cannot be unreasonably withheld. December 18 th, 2013 P. 2

241 Appendix 11 Standard contract Call for Tenders A/O Appendix VI [Name of the wind farm] APPENDIX VI Rules and procedures for determining the regional content and Quebec content 1. PURPOSE This appendix defines the rules and procedures for determining the overall cost of the wind farm, the cost of the wind turbines, the regional content and the Québec content, and presents the auditing process that will be followed during the realization of the wind farm and until the submission of the final report on the regional content and Québec content required under Section The overall cost of the wind farm and the cost of the wind turbines as well as the expenses allowed for determining the regional content and the Québec content shall be calculated and presented using Canadian generally accepted accounting principles ( Canadian GAAP ), unless otherwise stated. For the purposes of determining the regional content and Québec content, the parties agree to use a deemed exchange rate which is the average of the Can/Euro and Can/US exchange rates published by the Bank of Canada at noon from [day/month/year] to [day/month/year] inclusively, i.e. ***** CAD for 1 EURO and ***** CAD for 1 USD. 2. DEFINITIONS For the purposes of this Appendix, the following terms are used: Added value The new value created in the production process, determined by the difference between the value of the production during the period and the value of the consumption of goods and services required for the production. It represents all remuneration related to factors of production as defined in Sections and 3.2, and includes, among other things, payroll, direct taxes, rents, financial charges, and depreciation expenses. Cost of wind turbines The cost of the wind turbines consists of the total cost of the wind turbines excluding, but not limited to, any cost involved in the construction of the wind farm such as the costs associated with transporting the wind turbines to the wind farm site, their erection, testing, commissioning, along with maintenance and operating costs and the costs related to the warranty provided for the wind turbines. Fair market value Fair market value is defined as the highest price agreed upon between two competent parties dealing at arm s length, acting freely and with full knowledge of the facts in a market where there is free competition, expressed in monetary terms. December 18 th, 2013 P. 1

242 Appendix 11 Standard contract Call for Tenders A/O Appendix VI [Name of the wind farm] Generally accepted accounting principles Refers to a set of general principles and general guidelines as well as rules and procedures that determine the accounting practices accepted at a given time, and the Canadian generally accepted accounting principles applicable are determined in accordance with the provisions of the Canadian Institute of Chartered Accountants handbook ( CICA Handbook ), Generally Accepted Accounting Principles. ( GAAP ) Outside purchaser Entity that acquires wind turbines or wind turbine components for the realization of a wind farm where the generation of electricity is not intended to supply Hydro-Québec. Overall cost of the wind farm The overall cost of the wind farm consists of the following: the total cost of the project development including the cost of the site studies, wind studies, environmental studies, financial setup fees; the cost of the wind turbines; the total cost of construction of the wind farm, including surveying, civil-engineering work, foundations, erecting the wind turbines, transporting the wind turbines to the wind farm site, testing, commissioning of the wind farm and the collector system. All other costs are not part of the overall cost of the wind farm. The following items are therefore excluded, without limitation: the cost of the transforming substation, the costs associated with the warranty submitted in relation to the wind turbines, the capitalized interest expense incurred during the construction of the wind farm, the cost of acquiring the land where the wind farm is located, wind farm operating costs, including maintenance costs, rent, the cost of options and any other costs related to the exercise of superficiary rights, the compensation paid to private landowners, payments made to municipalities, RCMs and Native communities for community enhancement initiatives, management expenses, insurance, cost of debt service associated with the wind farm, taxes, income tax and subsidies paid or borne by the Supplier (such as tax credits, fiscal incentives, subsidies, corporation income tax, capital tax, and tax on large corporations, tax on public services, and sales tax) and the Supplier s profits. Payroll The remuneration given to a company s employees, in the form of wages, including the following costs and benefits: o Employer s contribution to the Québec Pension Plan; o Employer s contribution to employment insurance; o Contributions to the Québec health services fund; o All taxable benefits under the Income Tax Act (R.S.C. (1985), c. 1 (5th supp.)); December 18 th, 2013 P. 2

243 Appendix 11 Standard contract Call for Tenders A/O Appendix VI [Name of the wind farm] o Employer s contributions to a registered pension plan, registered retirement savings plan, deferred profit-sharing plan, or employee profit-sharing plan; and o Contributions to the Commission de la santé et de la sécurité du travail du Québec (Québec workmen s compensation board). Payroll includes all amounts incurred but not yet paid at the end of the reporting period. Permanent establishment With respect to the acquisition of goods, permanent establishment refers to a manufacturing, assembly or distribution facility (equipped with a warehouse) that is continuous in nature (as opposed to being temporary in nature) and which is used for commercial operations and to operate the business. A company is deemed to have a permanent establishment if the goods it delivers to purchasers originate from said facility. In evaluating the continuous nature of an establishment, the latter s regional background, ownership of the buildings, and, if applicable, the term of the lease(s) are taken into account. With respect to the acquisition of services, permanent establishment refers to a facility that is continuous in nature (as opposed to being temporary in nature) where the company s business is conducted and where the personnel required to deliver said services is normally based. For instance, a company or person setting up a point of service in the eligible region but which does not have the manpower required to render said services would not be deemed to have a permanent establishment in the eligible region. The continuous nature of the establishment is determined in the same manner as for the acquisition of goods. Related party An enterprise or person (or a member of the immediate family, as defined in Section 3840 of the Canadian Institute of Chartered Accountants handbook ( CICA Handbook ) who, either directly or indirectly, through one or more intermediaries, controls the Supplier, is controlled by the Supplier, or is subject, along with the latter, to common control; the other party, when an investment is recorded on an equity basis or using the proportionate consolidation method and the Supplier is either the participating body or the issuing body; members of management, including any person with the authority and responsibility for planning, managing and controlling the Supplier s activities (such as directors, officers and anyone else in a senior management position) or members of the immediate family of these persons, as defined in Section 3840 of the CICA Handbook; any individual who has an ownership stake in the Supplier which results in significant influence or joint control (or the members of the immediate family of such an individual); the other party, when there is a management contract or some type of administrative authority and the Supplier is either the managing enterprise or the enterprise being managed; any party subject to significant influence by another party through an ownership stake in the former, a management contract, or as a result of some other administrative authority, which also has significant influence on the Supplier; and any party subject to common control exerted by the Supplier, among others. December 18 th, 2013 P. 3

244 Appendix 11 Standard contract Call for Tenders A/O Appendix VI [Name of the wind farm] Total cost The total cost consists of the cost of purchase of the good or service before sales tax. Wind turbine A wind turbine is made up of wind turbine components and wind turbine equipment, including a tower, wind turbine rotor (hub, blades and hub casing), a nacelle and LV cables (or busbar) for each wind turbine. Wind turbine component The following permanent parts of a wind turbine are considered to be wind turbine components: Tower Nacelle shell Stairs inside the tower Drive shaft Ladders inside the tower Nacelle frame Supports inside the tower Bearing housing Platforms inside the tower Nacelle orientation system Service hoists or elevators inside the tower Pitch system Shelves inside the tower Gearbox Low-voltage electrical cables (or busbars) inside the tower Generator Control cables inside the tower Electronic converter Nacelle Control system Cooling system Blades Braking system Hub Erection system Hub casing The other wind turbine permanent parts are included under the definition of wind turbine equipment. December 18 th, 2013 P. 4

245 Appendix 11 Standard contract Call for Tenders A/O Appendix VI [Name of the wind farm] Wind turbine equipment Any permanent part found in a wind turbine but not considered to be a wind turbine component. Worker residing in the eligible region Worker whose principal residence is located in the eligible region. Worker residing in Québec Worker whose principal residence is located in Québec. 3. DETERMINATION OF QUÉBEC CONTENT For purposes of determining the Québec content, the allowable Québec expenses are related to the following: Acquisition of wind turbines by the Supplier; Development and construction of the wind farm by the Supplier. Sales tax is never included in allowable Québec expenses. In each of the previous cases, the allowable Québec expenses shall be proven according to the rules outlined below. December 18 th, 2013 P. 5

246 Appendix 11 Standard contract Call for Tenders A/O Appendix VI [Name of the wind farm] Summary diagrams for the determination of allowable Québec expenses ACQUISITION OF WIND TURBINES BY SUPPLIER (SECTION 3.1) Acquisition by Supplier of wind turbine components Does the manufacturing process comply with the rules of Section 3.1.1? Purchase of wind turbine equipment Was the wind turbine equipment purchased from a permanent establishment located on the territory of Québec for the manufacturing of a wind turbine component on the territory of Québec? Purchase of goods and services for the manufacturing of wind turbine components Yes The allowable Québec expense is equal to the total cost of the wind turbine component (S ection 3.1.1) No The allowable Québec expense is equal to the added value of the wind turbine component on the territory of Québec (Section 3.1.2) Yes The allowable Québec expense is equal to the total cost of the wind turbine equipment (Section ) No The allowable Québec expense is equal to the added value of the wind turbine equipment on the territory of Québec (S ection 3.1.2) The good is neither a wind turbine equipement nor a wind turbine component, it is not eligible to depreciation an d it has been purchased in a permanent establishment located in Québec. Has the service been purchased in a permanent establishment located in Québec? Possibility to apply an export markup for the period before the commencement date of delivery (Section 3.1.3) Possibility to apply a high technology factor to certain components (Section 3.1.4) Possibility to include research and development expenses (Section 3.1.5) Possibility to apply an export markup for the period before the commencement date of delivery (Section 3.1.3) Possibility to include research and development expenses (Section 3.1.5) Yes The allowable Québec expense is equal to the total cost of the good (up to a maximum of 10% of the total cost of the wind turbine component concerned). For the excess portion, the added value on the territory of Québec applies, if needed No The allowable Québec expense is equal to the added value of the good i n Québec Yes The allowable Québec expense is equal to the total cost of the service (up to a maximum of 10% of the total cost of the wind turbine component concerned). For the excess portion, the added value on the territory of Québec applies, if needed No The allowable Québec expense is equal to the added value of the service in Québec December 18 th, 2013 P. 6