Independent Electricity System Operator

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Capitalized terms not defined herein have the meanings ascribed thereto in the Contract.

Date
Legal Name of Supplier
Name of Contract Facility
Contract Title / (the “Contract”)
Contract Date
Legal Name of
Independent Engineer

WHEREAS subsection [No.] of the Contract between the Supplier and the Buyer dated as of [Contract Date] provides that the Contract Facility will be deemed to have achieved Commercial Operation at the point in time when, inter alia, the Buyer has received a certificate (this “Certificate”) addressed to it from an Independent Engineer containing certain statements with respect to the Contract Facility;

AND WHEREAS [Legal Name of Independent Engineer] (the “Undersigned”) acts as the Independent Engineer for the purposes of delivery of this Certificate;

NOW THEREFORE, THE UNDERSIGNED CERTIFIES to the Buyer, and acknowledges that the Buyer is relying on this Certificate, that:

(i)  the Undersigned is duly qualified and licensed to practice engineering in the province of Ontario;

(ii)  the Undersigned is neither an employee nor a consultant of the Supplier such that the majority of either the time or billings of the Undersigned during the 18 month period prior to the date hereof were devoted to the Contract Facility;

(iii)  the Undersigned is not an affiliate of the Supplier nor directly or indirectly Controlled by the Supplier;

(iv)  the Contract Facility has been completed in all material respects, excepting punch list items that do not materially and adversely affect the ability of the Contract Facility to operate in accordance with the Contract;

(v)  the Connection Point of the Contract Facility is at the location specified in Exhibit A of the Contract;

(vi)  the Contract Facility has been constructed, connected, commissioned and synchronized to the IESO-Controlled Grid, such that 100% of the Contract Capacity for the Contract Facility is available to generate Electricity in compliance with Good Engineering and Operating Practices;

(vii)  the Contract Facility has been started up a minimum of ten (10) times and has fulfilled the Start-Up Time Requirements in at least 80% of such start-ups. For greater certainty, the start-ups considered for purposes of the previous sentence may, at the option of the Supplier, include those start-ups that are carried out in the normal course of commissioning the Contract Facility or in testing the Contract Facility for purposes of Section 2.6(e) of the Contract;

(viii)  the Contract Facility has generated Electricity in compliance with all Laws and Regulations for four (4) continuous hours at an uninterrupted rate not less than 100% of the Contract Capacity for the Contract Facility. This requirement shall be evaluated based on calculation of the generator output at the Delivery Point net of any Station Service Loads, in accordance with the Metering Plan, and shall be satisfied if the energy output in each of the four (4) hours (in MWh), divided by one hour, is equal to or greater than the Contract Capacity for the Contract Facility. The Contract Capacity for the Contract Facility and the Station Service Loads, as measured by the foregoing test, have not been adjusted for ambient weather or other conditions whatsoever;

(ix)  it has been demonstrated, through performance testing in accordance with the American Society of Mechanical Engineers PTC 22 – 1997 Performance Test Code on Gas Turbines for a simple cycle gas turbine (SCGT) generation facility or other equivalent international performance test procedures agreed to by the Buyer acting reasonably, an electrical output, measured at the Delivery Point net of any Station Service Loads, demonstrating the maximum capacity of the Contract Facility and the Contract Facility has achieved the Contract Capacity for the Contract Facility. A copy of the performance test report is to be attached to the Independent Engineer’s certificate. For greater certainty, any obligations of the Supplier under this Agreement relating to or premised upon the amount of Nameplate Capacity shall remain in effect, unamended, notwithstanding that the maximum capacity of the Contract Facility as demonstrated during the performance test may be less than the Nameplate Capacity;

(x)  A copy of the performance test report in respect of the requirements of the previous paragraph is attached as Appendix A to this Certificate; and

(xi)  it has been demonstrated that the Contract Facility has a minimum ramp rate (being defined as the rate of increase or decrease in energy output that the Contract Facility is capable of achieving after start-up, synchronization to the IESO-Controlled Grid, and technically required hold points, with such interval being between the minimum load and the maximum continuous output rating, being the maximum continuous output rating of the plant) over a single five minute interval of at least [●] MW/minute which is equal to 4% of the Nameplate Capacity.

Signed this / [Day] / day of / [Month, Year] / .
[Legal Name of Independent Engineer]
Per:
Name: [Name, P.Eng.]
Title: [Title]
Professional Engineer Stamp of Signing Engineer


APPENDIX A

To Independent Engineer Certificate

PERFORMANCE TEST REPORT

[Attach Performance Test Report carried out in accordance with the American Society of Mechanical Engineers PTC 22 – 1997 Performance Test Code on Gas Turbines for a simple cycle gas turbine (SCGT) generation facility or other equivalent international performance test procedures agreed to by the Buyer acting reasonably, demonstrating an electrical output, measured at the Delivery Point, net of any Station Service Loads, demonstrating the maximum capacity of the Contract Facility and the Contract Facility has achieved the Contract Capacity for the Contract Facility.]

form of independent engineer certificate (simple cycle)

IESOCM-FORM-016B(2011-10) Page 3 of 3