f8kex10xvix_pioneer.htm


    
      Exhibit
10.19


       

      THE
COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE
“COMMISSION”) PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE
CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT
WITH “[XX]”.

       

    

    Contract

     

    Distribution
Transformers

     

    05-041D

     

    


     

    


     

    


     

    For:

    


    Newfoundland
Power Inc.

    Maritime
Electric Company Limited

    FortisAlberta
Inc.

    FortisBC
Inc.

     

     

    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    TABLE
OF CONTENTS

     

    


    AGREEMENT

    SCHEDULE
A – GENERAL CONDITIONS

    SCHEDULE
B – STATEMENT OF WORK

    SCHEDULE
C – PAYMENT FOR WORK

    SCHEDULE
D – SAMPLE SUPPLIER PERFORMANCE EVALUATION FORM

     

    
      September
1, 2006

      Distribution
Transformers



    
      
        
           


        

        
          
          

          
            

          

        

         

      

    

    
      	Newfoundland Power
      Inc. 	Agreement


    

    
 

    THIS AGREEMENT is made
effective the 1st of
September, 2006.

     

    BETWEEN:

     

    PIONEER TRANSFORMERS LTD. a
corporation incorporated in 1995, having its head office in the City of Granby
in the Province of Quebec.

    (hereinafter
referred to as the “Supplier”)

     

    - and
-

     

    NEWFOUNDLAND POWER INC., a
corporation incorporated in Newfoundland, having its head office in the City of
St. John’s in the Province of Newfoundland and Labrador.

    (hereinafter
referred to as the “Utility”)

     

    - and
-

     

    MARITIME ELECTRIC COMPANY,
LIMITIED, a corporation incorporated in Prince Edward Island, having its
head office in the City Charlottetown in the Province of Prince Edward
Island.

    (hereinafter
referred to as “the Utility”)

     

    - and
-

     

    FORTISALBERTA INC., a
corporation incorporated in Alberta, having its head office in the City of
Calgary in the Province of Alberta.

    (hereinafter
referred to as the “Utility”)

     

    - and
-

     

    FORTISBC INC., a corporation
incorporated by a special Act of the Legislature of the Province of British
Columbia, having its head office in the City of Kelowna in the Province of
British Columbia.

    (hereinafter
referred to as the “Utility”)

     

    All
together the Fortis companies are hereinafter referred to as the
“Utilities.”

     

    WHEREAS:

     

    A.           The
Supplier is in the business of providing certain material supply services in
Canada;

     

    B.    The Utilities
requires the provision of such material supply services for the purpose of
completing the Work and the Supplier has agreed to provide such material supply
services to the Utilities, and to do such other acts and things as are described
in this Agreement upon the terms and conditions set forth
below;

     

    
      
        
          

        
September 1, 2006

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Transformers 

    

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

     

           NOW THEREFORE THIS
AGREEMENT WITNESSES that in consideration of the respective covenants and
agreements of the parties contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties covenant and agree as follows:

     

    TERM:

     

    The term
of this agreement is from September 01, 2006 to December 31, 2007 with an option
for renewal of thirty-six (36) months if mutually agreed upon in writing by each
of the signatory parties. If extended, prices for January 1, 2008 to December
31, 2010 shipments will be subject to the Index Pricing as per “Schedule C —
Payment for Work.”

    
       

      
        
          

        
September 1, 2006

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Transformers 

    

    
      
        
           


        

        
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      	Newfoundland Power
      Inc. 	Agreement


    

    
 

    ARTICLE
1

     

    INTERPRETATION

    Definitions

     

    
      
        	
                1.1

              	
                In
      this Agreement:

              


      

    

     

    
      	
              a)

            	
              “Contract
      Price” means the price set forth in “Schedule C – Payment for Work” to
      this Agreement;

            


    

     

    
      	
              b)

            	
              “Material
      Supply Schedule” means the material supply schedule set forth in “Schedule
      B – Statement of Work” to this
Agreement;

            


    

     

    
      	
              c)

            	
              “Effective
      Date” means the date first set forth
above;

            


    

     

    
      	
              d)

            	
              “Services”
      means the services required to perform the Work as more fully described in
      “Schedule B – Statement of Work” to this
  Agreement;

            


    

     

    
      	
              e)

            	
              “Work”
      means the work set forth in “Schedule B – Statement of Work” to this
      Agreement;.

            


    

     

    
      	
              0

            	
              “Items”
      refers to the materials set forth in “Schedule C – Payment for Work” to
      this Agreement;

            


    

     

    
      	
              g)

            	
              “On
      Time Delivery” refers to the delivery of Items as per the criteria set
      forth in “Schedule B – Statement of Work” to this
    Agreement.

            


    

     

    
      	
              h)

            	
              “Release
      Schedule” means a form provided to the Supplier at the beginning of each
      month displaying the delivery requirements for the following six (6)
      months.

            


    

     

    Incorporation
of Schedules

     

    
      	
              1.2

            	
              The
      following Schedules, annexed hereto, are incorporated in this Agreement
      and are deemed to be part hereof and any references to this Agreement
      shall mean this Agreement including such Schedules:

               
      

              Schedule
      A - General Conditions

              Schedule
      B - Statement of Work

              Schedule
      C – Payment for Work

              Schedule
      D – Sample Supplier Performance Evaluation Form

               

              In
      the even of a conflict or inconsistency between the terms of a Schedule
      and terms of the main body of this Agreement, the terms of the main body
      of this Agreement shall’ prevail.

            


    

     

    Governing
Law

    
      
        
          

        
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        	Newfoundland Power
      Inc. 	Agreement


      

       

      
         

        
          	
                  1.3

                	
                  This
      Agreement shall be governed by the laws of the Province in which the goods
      are used and the federal laws of Canada applicable
  therein.

                


        

         

      

    

    ARTICLE
2

    SERVICES

     

    Services

     

    
      	
              2.1

            	
              Commencing
      on the Effective Date, the Supplier shall provide the Services to the
      Utilities in accordance with the Material supply Schedule and the General
      Conditions set forth in “Schedule A — General
  Conditions.”

            


    

     

    ARTICLE
3

    PRICING AND
PAYMENT

     

    Pricing
and Payment

     

    
      	
              3.1

            	
              The
      Utilities shall pay the Supplier in accordance with “Schedule C- Payment
      for Work.”

            


    

     

    Changes
in the Product

     

    
      	
              3.3

            	
              The
      Utilities shall have the right to order, at any time changes to the
      product. The Utilities shall identify and document in sufficient detail
      all such changes and request the time for completion of the changes. When
      changes to the product have been so identified and documented in
      sufficient detail, the Supplier shall promptly estimate the effect of such
      changes on the Contract Price, if any, and so notify the Utilities. Upon
      approval by both parties of the change in writing, this Agreement shall be
      deemed to have been amended to reflect the amended Contract Price and the
      time for completion. Unless a change has been agreed to in writing, there
      will not be any changes to the Contract
Price.

            


    

    
       

      
        
          

        
September 1, 2006

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        	Newfoundland Power
      Inc. 	Agreement


      

      


    

    IN WITNESS WHEREOF the parties
have caused this Agreement to be executed by their duly authorized
representatives as of September 1, 2006.

     

    SUPPLIER

     

    Per: /s/ Raymond
Haddad

     

    Print Name: Raymond Haddad

     

    Title: V-P of Operations

     

    NEWFOUNDLAND
POWER INC.

     

    Per: /s/ Karl
Smith

     

    Print Name: Karl Smith

     

    Title: CEO

     

    MARITIME
ELECTRIC COMPANY, LIMITED

     

    Per: /s/ Fred O’
Brien

     

    Print Name: Fred O’ Brien

     

    Title: President + CEO

     

    FORTISALBERTA,
INC.

     

    Per: /s/ P.G.
Hughes

     

    Print Name:  P.G.
Hughes

     

    Title: President + CEO

     

    FORTISBC
INC.

     

    Per: /s/ Doyle
Sam

     

    Print Name: Doyle Sam

     

    Title: V.P. Transmission &
Distribution

     

    
      
        
          

        
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            5

            
              

            

          

          
             


          

        

      

      
        	Newfoundland Power
      Inc. 	
                Schedule
      A – General Conditions

              


      

       

    

    TABLE
OF CONTENTS

     

    
      	
              1.

            	
              ENTIRETY
      AND ACCEPTANCE. 

            	
              1

            


    

    
      	
              2.

            	
              CURRENCY: 

            	
              1

            


    

    
      	
              3.

            	
              SHIPPING
      INSTRUCTIONS: 

            	
              1

            


    

    
      	
              4.

            	
              INSPECTION: 

            	
              1

            


    

    
      	
              5.

            	
              INVOICING: 

            	
              1

            


    

    
      	
              6.

            	
              ESCALATION: 

            	
              1

            


    

    
      	
              7.

            	
              WARRANTY. 

            	
              2

            


    

    
      	
              8.

            	
              LIABILITY
      AND INDEMNIFICATION. 

            	
              2

            


    

    
      	
              9.

            	
              TERMINATION: 

            	
              3

            


    

    
      
        	 	9.1	Termination for
      Cause 	 3
	 	9.2	Termination for
      Convenience 	 3
	 	9.3	Suspension 	 4
	 	9.4	Supplier’s Right to
      Payment 	 4
	 	9.5	Terms surviving
      termination 	 4


      

    

    
      	
              10.

            	
              INDEPENDENT
      SUPPLIER: 

            	
              4

            


    

    
      	
              11.

            	
              SUBSUPPLIERS: 

            	
              4

            


    

    
      	
              12.

            	
              ASSIGNMENT
      BY THE SUPPLIER: 

            	
              4

            


    

    
      	
              13.

            	
              CONFIDENTIALITY 

            	
              5

            


    

    
      	
              14.

            	
              ON-SITE
      WORK: 

            	
              5

            


    

    
      
        	 	14.1	 Insurance
      Provisions:	5
	 	14,2	Union
      Compliance:	7
	 	14.3	Environment, Health
      and Safety Rules:	7
	 	14.4	Acceptance of the
      Work: 	7
	 	14.5	Responsibility: 	7
	 	14.6	 WHMIS
      Legislation: 	7
	 	14.7	 Environmental
      Protection:	8
	 	14.8	 Employment
      Legislation: 	8
	 	14.9	 TDG
      Legislation:	8
	 	 	 	 


      

    

    
      	
              15.

            	
              FORCE
      MAJEURE: 

            	
              8

            


    

    
      	
              16.

            	
              DISPUTES: 

            	
              8

            


    

    
      	
              17.

            	
              COMPLIANCE
      WITH LAW: 

            	
              9

            


    

    
      	
              18.

            	
              VENUE: 

            	
              9

            


    

    
      	
              19.

            	
              NOTICES: 

            	
              9

            


    

    
      	
              20.

            	
              RIGHT
      TO AUDIT: 

            	
              9

            


    

    
      	
              21.

            	
              GENERAL: 

            	
              9

            


    

     

    
      
        

      
September 1, 2006

    
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        	Newfoundland Power
      Inc. 	
                Schedule
      A – General Conditions

              


      

      
1.           ENTIRETY
AND ACCEPTANCE:

    

     

    This
Agreement, when executed by the parties, forms the entire Agreement between the
parties and shall supersede all prior agreements, understandings and
negotiations. No other terms shall apply unless agreed to in writing by the
Utilities and the Supplier.

     

    2.           CURRENCY:

     

    All
references to currency are deemed to mean lawful money of Canada.

     

    3.           SHIPPING
INSTRUCTIONS:

     

    Every
signed original bill of lading or express receipt shall be retained by the
Supplier and supplied to the Utility upon request. A packing list shall
accompany all shipments indicating the Agreement Number and fully describing all
enclosed goods. All shipments must be packed or. crated to protect the goods
from damage during transit, and in accordance with any special conditions
otherwise stated herein. Export symbols, serial numbers, weights, measurements
and other- identification shall be clearly marked on each shipment by the
Supplier prior to transit. No extra charges for shipping shall be allowed,
unless agreed to and specified in the Agreement. Shipping will be DDP
destination with transfer of title on delivery.

     

    4.           INSPECTION:

     

    All goods
covered by this Agreement shall, at all times and places be subject to
inspection by the Utilities, its duly authorized agents, and representatives,
with respect to progress, materials and workmanship, and prior to acceptance and
commencement of the Warranty Period the Utilities shall be entitled to reject
delivery of any such goods, or items thereof reasonably determined by the
Utilities to be inadequate or deficient. Notwithstanding the foregoing, neither
inspection nor non-inspection nor any acceptance of any goods by the Utilities
shall in any way limit or relieve the Supplier of any of the Supplier’s
obligations hereunder, including, without limitation, the obligation to supply
such goods strictly in the quantities ordered and otherwise in accordance with
the terms and conditions contained in this Agreement and any applicable purchase
order.

     

    5.           INVOICING:

     

    
      	
               
      

            	
              a)

            	
              Invoices
      (single copy) shall be rendered to the separate Utilities upon shipment
      see “Schedule C — Payment for Work” for addresses for each Utility’s
      accounts payable department.

            


    

    
      	
               
      

            	
              b)

            	
              Each
      invoice shall fully describe the goods supplied or services performed and
      shall state whether the billing is “Partial” or
  “Final.”

            


    

    
      	
               
      

            	
              c)

            	
              The
      Agreement Number shall appear on all invoices, packing lists and delivery
      tickets.

            


    

    
      	
               
      

            	
              d)

            	
              All
      sales tax, custom duties and shipping charges shall be shown separately on
      each invoice.

            


    

     

    6.           ESCALATION:

     

    
       

      
        
          

        
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          	Newfoundland Power
      Inc. 	
                  Schedule
      A – General Conditions

                


        

      

    

     

    
      No claims
for increase in price shall be allowed unless an escalator clause is a specified
part of this Agreement. All claims shall be supported and justified with full
proof and support by the Supplier. The Supplier shall advise the Utilities in
writing the day an escalator clause becomes effective. Escalation invoked after
the original promised delivery date for the related goods shall not be
approved.

       

    

    7.           WARRANTY:

     

    The
Supplier warrants that during the warranty period hereinafter defined the
Product sold shall be free from defects in material and workmanship and shall be
of the kind and quality designated or described in the
specifications.

     

    If within
thirty (30) months from the date of notification of readiness of shipment or
twenty-four (24) months from date of first use by the Utilities, whichever date
occurs first, the Product does not meet the warranties specified above, the
Supplier agrees to correct any defect, at its option, either by repairing any
defective parts, or by making available, repaired or replacement parts, provided
the Utilities notifies the Supplier promptly of any such defects.

     

    In no
case shall the Supplier be liable for the removal/reinstallation of non-Supplier
Goods. The cost of removal of the defective Product from its related system,
site and/or ancillary equipment, and the cost of its reinstallation in such
system, site and/or ancillary equipment shall be borne by the Supplier up to a
maximum of  [XX]%. The transportation costs (between the contractual
delivery site and the Supplier’s plant or repair shop) shall be borne both ways
by the Supplier. The Utilities shall not return or dispose of any Product or
part thereof with respect to which it intends to make a claim under the
foregoing warranty, without the Supplier’s express prior written authorization.
During the warranty period all replacement parts will be shipped at the
Supplier’s cost.

     

    Any
repair or replacement pursuant to the foregoing warranties hereto shall not
renew or extend the warranties. The foregoing warranties shall be void to any
deficiency or defect resulting from, the ‘Product being improperly installed or
cared for, operated under abnormal conditions or contrary to specifications or
instructions of’ the Supplier, normal wear and tear, modifications or
alterations made by the Utilities or a third party without the Supplier’s
consent.

     

    The
express warranties set forth in this Agreement are exclusive and no other
warranties of any kind, whether statutory, oral, written, express or implied,
including any implied warranty of merchantability or fitness for a particular
purpose, shall apply. The Utilities’ exclusive remedies and the Supplier’s only
obligations arising out of or in connection with defective equipment or services
or both, whether based on warranty, contract, tort (including negligence) or
otherwise, shall be those stated herein.

     

    8.           LIABILITY
AND INDEMNIFICATION:

     

    The
Supplier shall be liable for and shall indemnify and save harmless the
Utilities, its officers, directors, employees, subsuppliers and agents, from and
against any and all loss arising out of any and all claims, suits and demands
with respect to personal injury and property damage, made or-brought against the
Utilities, its officers, directors, employees, subsuppliers or agents arising
directly out of or in connection with the negligent performance of the Services
by the Supplier or its employees, subsuppliers, agents or others for whom it is
responsible at law except to the extent that such claims, suits and demands
result from the negligence or default of the Utilities, its officers, directors,
employees, subsuppliers or agents. 

     

    
      
        
          

        
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          	Newfoundland Power
      Inc. 	
                  Schedule
      A – General Conditions

                


        

      

    

     

    For contracts whose prices are up to and including $[XX], the
liability in relation to direct damages will be limited to an aggregate of [XX]
times the value of the agreement. For contracts whose prices are above $[XX],
the liability in relation to direct damages will be limited to an aggregate of
[XX] times the value of the agreement or $[XX], whichever is the lessor. In no
event shall the Supplier be liable for indirect and consequential damages
including, but not limited to, loss of revenue or loss of profit.

     

    9.           TERMINATION:

     

    
      
        	 	
                9.1.

              	
                Termination for
      Cause

              


      

               

    

    
      	
               
      

            	
              a)

            	
              The
      Supplier’s failure to supply material with any terms and conditions of
      this Agreement, or any purchase order issued hereunder, or failure to
      complete any purchase order with promptness and diligence, or failure to
      deliver any Distribution Transformers and/or perform any Work in relation
      thereto, within the time specified therefore in the applicable purchase
      order (or any extension thereof authorized by The Utilities in writing),
      shall constitute default on the part of the
  Supplier.

            


    

     

    
      	
               
      

            	
              b)

            	
              If
      the Supplier is in default, the Utilities may give written notice
      (“Notice”) of default to the Supplier, calling upon the Supplier to remedy
      such default and specifying the date upon which this Agreement will
      terminate if the Supplier fails to remedy such default within five (5)
      days of receiving the Notice (or if such default is not reasonably capable
      of rectification within 5 days, if the Supplier fails to commence
      rectification of the default within 5 days and thereafter to proceed
      diligently with such rectification until the default has been remedied in
      full). The Supplier shall, upon receipt of the Notice, remedy its default
      in accordance with this Clause 9.1b) and at no further cost or expense to
      The Utilities.

            


    

     

    
      	
               
      

            	
              c)

            	
              If
      the Supplier fails to remedy its default in full pursuant to Clause 9.1b)
      above, this Agreement shall terminate on the date and to the extent set
      forth in the Notice. In such event, The Utilities may procure the
      Distribution Transformers and/or Work, as applicable, from other sources
      and the Supplier, shall be liable to the Utilities for any losses or
      excess costs occasioned thereby. The Utilities shall additionally be
      entitled to assert against the Supplier all other remedies that The
      Utilities may have under this Agreement (including, without limitation,
      liquidated damages, if applicable), at law and in
  equity.

            


    

     

    
      
        	
                 
      

              	
                9.2.

              	
                Termination for
      Convenience

                 

                The
      Utilities may terminate any purchase order, in whole or in part, at any
      time without cause prior to its completion by sending the Supplier written
      notice of such termination. The Utilities shall pay the Supplier’s
      reasonable costs actually 

              


      

      
         

        
          
            

          
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            	Newfoundland Power
      Inc. 	
                    Schedule
      A – General Conditions

                  


          

        

      

       

      
        
          
            	
                     
      

                  	
                     

                  	
                    incurred
      as a direct result of such termination. The Utilities shall not be liable
      for anticipated profits based upon work not yet
  performed.

                  


          

          
             

          

        

      

    

    
      	 	
              9.3.

            	
              Suspension

               

              The
      Utilities may suspend performance of any purchase order, in whole or in
      part, at any time by written notice to the Supplier. Upon further written
      notice by The Utilities to the Supplier as to cessation of the suspension,
      the Supplier shall promptly resume performance of such purchase order to
      the extent requested by The Utilities and the Delivery Date therefore
      shall be extended by a period equal to the period of suspension and the
      Utilities shall reimburse the Supplier for the reasonable direct costs
      actually incurred by the Supplier as a result of such
      suspension.

            


    

     

    
      	 	
              9.4.

            	
              Supplier’s Right to
      Payment

               

              Subject
      only to Clause 9.2 above, in the, event of any termination of this
      Agreement or any purchase order hereunder, the Utilities’ sole liability
      to the Supplier shall be for payment of items delivered and/or Work
      performed pursuant hereto up to and including the date of termination. In
      particular, but without limiting the generality of the foregoing, the
      Utilities shall not be liable to the Supplier for any loss of profits or
      like consequential losses, relating to such
      termination.

            


    

     

    
      	 	
              9.5.

            	
              Terms surviving
      termination

               

              Notwithstanding
      any termination of this Agreement, the provisions of Clauses 6, 7, 8, 13,
      16 and 20 shall continue in full force and effect following
      termination.

            


    

     

    
       

      
        	
                10.

              	
                INDEPENDENT
      SUPPLIER:

                 

                The
      Supplier is and shall remain at all times an independent Supplier and not
      an employee or agent of the Utilities. The. Supplier shall ensure that the
      work is performed to a workmanlike standard by persons properly skilled
      and trained to perform the Work. The Supplier shall be solely responsible
      for all training and supervision of its employees, subsuppliers and
      agents.

              


      

    

    
       

      
        	
                11.

              	
                SUBSUPPLIERS:

                 

                Supplier
      shall require any subsupplier to agree to be bound by these terms and
      conditions and to abide by the Utilities requirements for safety and loss
      management and shall be fully responsible for any part of the Work
      performed by subsuppliers and for the acts or omissions of subsuppliers
      and all persons either directly or indirectly employed. by them, to the
      same extent as the Supplier is for its own acts or
      omissions.

              


      

               


        
          	
                  12.

                	
                  ASSIGNMENT BY THE
      SUPPLIER:

                   

                


        

                 

      

    

    
      
        

      
September 1, 2006

    
      
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          	Newfoundland Power
      Inc. 	
                  Schedule
      A – General Conditions

                


        

      

    

     

             


      
        	
                 

              	
                The
      Supplier shall not assign this Agreement, nor any monies due or to become
      due hereunder, without the Utilities prior written consent. Any assignment
      that is attempted without the Utilities consent shall render this
      Agreement null and
void.

              


      

    

    
       

      
        	
                13.

              	
                CONFIDENTIALITY:

                 

                The
      Supplier agrees to maintain confidentiality with regard to secret,
      confidential or restricted matters that are disclosed or developed in,
      connection with this Agreement, when so advised by the Utilities, agrees
      to execute a confidentiality agreement in form and content as determined
      by the Utilities acting reasonably forthwith upon the Utilities request
      therefore and may require a similar agreement of all employees,
      subsupplier and agents of the Supplier to whom any work or duty relating
      to this Agreement may be allotted. 

                
                   

                  The
      Utilities agrees to maintain confidentiality with regard to secret,
      confidential or restricted matters that are disclosed or developed in
      connection with this Agreement, and, when so advised by the Supplier,
      agrees to execute a confidentiality agreement in form and content as
      determined’ by the Supplier forthwith upon the Supplier’s request
      therefore and shall require a similar agreement of all employees,
      subsuppliers and agents of the Utilities, to whom any work or duty
      relating to this Agreement may be
  allotted.

                

              


      

               


        
          	
                  14.

                	
                  ON-SITE
      WORK:

                   

                  Any
      requests placed by the Utilities which results in the Supplier, its
      employees, agents or subsupplier, performing services or constructing,
      inspecting or delivering goods on premises owned or controlled by the
      Utilities (“On-Site Work”), shall be subject to the following additional
      terms and conditions:

                   

                   
      

                


        

      

       

      
        	 	
                14.1.

              	
                Insurance
      Provisions:

                 

                 

              


      

    

     

    
      	
               
      

            	
              14.1.1

            	
              The
      Supplier shall, without limiting any of its obligations and liabilities
      under this Agreement, procure and maintain, at its own expense, with
      respect to and for the duration of this Agreement, and shall require its
      Subcontractors to procure and maintain at their cost, appropriate
      insurance covering its obligations with respect to this Agreement, or such
      other insurance as may be required by law to provide, including the
      following minimum insurance coverages (collectively, the
      “Policies”):

            


    

     

    
      	
               
      

            	
              a)

            	
              Workers’
      Compensation, to the full extent required in the jurisdiction in which the
      obligations arise from this Agreement and wherever such contracts of
      employment with its personnel are made or expressed to be made, or
      Employer’s Liability Insurance covering each of the personnel and
      providing limits of not less than two ($2,000,000) dollars where such
      personnel are not covered by applicable Worker’s Compensation
      coverage;

            


    

     

    
      	
               
      

            	
              b)

            	
              Automobile
      Liability Insurance, covering all owned, leased and hired vehicles used by
      the Supplier to perform its obligations hereunder, and providing limits of
      not less than two million ($2,000,000) dollars per occurrence for bodily
      injury, death and property damage;

            


    

    
       

      
        
          

        
September 1, 2006

      
        
          Distribution
Transformers 

          
            
              
                 


              

              
                5

                
                  

                

              

              
                 


              

            

          

          
            	Newfoundland Power
      Inc. 	
                    Schedule
      A – General Conditions

                  


          

        

      

       

    

    
      	
               
      

            	
              c)

            	
              Commercial
      General Liability Insurance providing coverage for a combined single limit
      of not less than two million ($2,000,000) dollars (plus associated defense
      costs) for each occurrence resulting in bodily injury, including death,
      sustained by any person or persons, or resulting in injury to or
      destruction of property arising out of or in connection with the
      operations of the Supplier, their. officers, directors, employees and
      agents. Coverage shall include, but is not limited to, Personal. Injury,
      Employer’s Liability, Contractual Liability, Owners and Contractor’s
      Protective Liability, Broad Form Property Damage, Cross-Liability, Blanket
      Contractual Liability, Non-Owned Automobile Liability and Broad Form
      Products and Completed Operations Liability and Forest and Prairie Fire
      Fighting Costs for a sub limit of not less than two million ($2,000,000)
      dollars (plus associated defense
costs).

            


    

     

    
      	
               
      

            	
              14.1.2

            	
              With
      respect to this Agreement, the Suppliers Policies shall include the
      Utilities and its employees, officers, directors, agents and contractors,
      as an additional insured, but only with respect to the operations of the
      Supplier hereunder.

            


    

     

    
      	
               
      

            	
              14.1.3

            	
              The
      Policies shall contain a provision that the insurance thereunder shall be
      primary and shall not call into contribution any other insurance available
      to the Utilities. All such policies of insurance shall, where appropriate,
      provide by endorsement or otherwise that insurers waive their right of
      subrogation against the Utilities and all persons with whom the Utilities
      may be participating.

            


    

     

    
      	
               
      

            	
              14.1.4

            	
              The
      Policies shall provide that thirty (30) days written notice shall be given
      to the other Party prior to any material change adversely affecting the
      Insured Party, or cancellation of any
Policy.

            


    

     

    
      	
               
      

            	
              14.1.5

            	
              The
      Supplier shall provide the Utilities with a certified certificate of
      insurance for the Supplier and for Subcontractors as appropriate within
      ten (10) days of signing this Agreement and at the start of each Term that
      is renewed.

            


    

     

    
      	
               
      

            	
              14.1.6

            	
              If
      requested to do so, the Supplier shall provide to the Utilities, evidence
      of renewal of all Policies, within thirty (30) days following the date
      upon which the applicable Policy must be
  renewed.

            


    

     

    
      	
               
      

            	
              14.1.7

            	
              All
      such policies shall be placed with insurers and in a form acceptable to
      the Utilities.

            


    

     

    
      	
               
      

            	
              14.1.8

            	
              Before
      commencing any services under this Agreement, the Supplier will deliver to
      the Utilities a certificate from the appropriate Workers’ Compensation
      Board or Commission, showing that the Supplier has registered and is in
      good standing with such Board or
Commission.

            


    

    
       

      September
1, 2006

      
        
          Distribution
Transformers 

          
            
              
                 


              

              
                6

                
                  

                

              

              
                 


              

            

          

          
            	Newfoundland Power
      Inc. 	
                    Schedule
      A – General Conditions

                  


          

        

      

       

    

    
      	
               
      

            	
              14.1.9

            	
              Before,
      or at the time of applying to the Utilities for final payment under this
      Agreement, the Supplier will deliver to the Utilities a certificate
      showing the Supplier has paid all assessments and other amounts required
      by the Workers’ Compensation
Commission.

            


    

     

    
      	 	
              14.2.

            	
              Union
      Compliance:

               

              The
      Supplier shall carry out all Services performed on premises owned or
      controlled by the Utilities connected with this Agreement in accordance
      with the “contracting out” provisions set forth in the Collective
      Agreement between the Utilities and any applicable unions, provided the
      Utilities has given prior notice to the Supplier of the provisions that
      are applicable.

            


    

     

    
      	 	
              14.3.

            	
              Environment, Health and Safety
      Rules:

            


    

         

    
      	
               
      

            	
              a)

            	
              The
      Supplier’s personnel while on premises owned or controlled by the
      Utilities, shall abide with all of the Utilities environmental, health and
      safety requirements including the Utilities incident management
      policies.

            


    

     

    
      	
               
      

            	
              b)

            	
              The
      Supplier shall inform the Utilities on-site supervisor of its presence and
      the number of personnel on-site on a daily
  basis.

            


    

     

    
      	
               
      

            	
              c)

            	
              The
      Supplier’s tools, equipment and procedures shall meet the environmental,
      health and safety requirements of all laws and regulations of the
      jurisdiction in which the work is
performed.

            


    

     

    
      	 	
              14.2.

            	
              Acceptance of the
      Work:

               

              All
      Work shall at all times be subject to inspection by the Utilities, and any
      deficiency so detected shall be promptly corrected by the Supplier,
      provided however, that this inspection shall in no way release the
      Supplier from warranties as to material, design and workmanship. If the
      Supplier fails or is unable to correct any deficiency in a manner and
      within a’ time limit that is satisfactory, to the Utilities acting
      reasonably, the Supplier shall dismantle and remove that portion of the
      Work which is deficient; or which in any way fails to conform to the terms
      and conditions of this Agreement and the. Utilities may replace same and
      recover the cost from the Supplier and the Supplier shall provide such
      credit security as the Utilities may require in connection
      therewith. 

            


    

     

    
      	 	
              14.5.

            	
              Responsibility:

               

              When
      the on-site Work involves the Supplier’s utilization of any tools or
      equipment belonging to the Utilities, then the Supplier shall
      be:

            


    

    
       

      
        
          

        
September 1, 2006

      
        
          Distribution
Transformers 

          
            
              
                 


              

              
                7

                
                  

                

              

              
                 


              

            

          

          
            	Newfoundland Power
      Inc. 	
                    Schedule
      A – General Conditions

                  


          

        

      

       

    

    
      	
               
      

            	
              a)

            	
              responsible
      for ensuring that such tools or equipment are adequate and in serviceable
      condition for the intended use;

            


    

     

    
      	
               
      

            	
              b)

            	
              responsible
      for such tools or equipment while in the Supplier’s use, control or
      possession; and

            


    

     

    
      	
               
      

            	
              c)

            	
              responsible
      for supervision of such use.

            


    

    
      
        	 	
                14.6.

              	
                WHMIS
      Legislation:

                 

                Any
      Services performed on premises owned or controlled by the Utilities shall
      comply with the Workplace Hazardous Materials Information System (“WHMIS”)
      legislation of the jurisdiction in which the work is performed. No WHMIS
      Controlled Products that are extra-ordinary to those in use by the
      Utilities shall be brought on-site unless the Supplier has first supplied
      the Utilities with Material Safety Data Sheets for such Products. The
      Supplier shall be specifically responsible for ensuring that all employees
      it assigns to the project have received appropriate training as required
      under the WHMIS legislation.
  

              


      

    

     

    
      	 	
              14.7.

            	
              Environmental
      Protection:

               

              The
      Supplier shall keep the Utilities premises free from the accumulation of
      waste material and debris resulting from the Supplier’s activities
      hereunder, and shall leave the premises in a reasonably clean condition.
      The Supplier owns any waste generated by the Supplier’s actions and shall
      meet all of the’ Utilities disposal standards. The Supplier must receive
      approval from the Utilities before using any of the Utilities pollution
      control or waste disposal facilities.
  

            


    

     

    
      	 	
              14.8.

            	
              Employment
      Legislation:

               

              The
      Supplier shall comply with the requirements of all applicable Unemployment
      Insurance, Worker’s Compensation and Occupational Health and Safety
      legislation and all similar regulations applicable to workers employed by
      it.

            


    

     

    
      	 	
              14.9.

            	
              TDG
      Legislation:

               

              The
      transport of all dangerous goods shall comply with the Transportation of
      Dangerous Goods (“TDG”) legislation of the jurisdiction in which the work
      is performed. The Supplier shall be specifically responsible for ensuring
      that all employees it assigns to the project have received appropriate
      training as required under the TDG legislation.
      

            


    

     

    
      	
              15.
      

            	
              FORCE
      MAJEURE:

               

              If
      either the Utilities or the Supplier is delayed in or prevented from
      exercising its rights or performing its obligations under this Agreement
      by any cause beyond its reasonable control, including but not limited to
      Acts of God, Acts of Government, strikes, lockouts, fire; floods, freight
      embargoes, or unusually severe weather and excluding any financial
      inability to perform, the date of delivery may be extended for a length of
      time equal to the period of delay if agreed to by all
      parties.

            


    

    
       

      
        
          

        
September 1, 2006

      
        
          Distribution
Transformers 

          
            
              
                 


              

              
                8

                
                  

                

              

              
                 


              

            

          

          
            	Newfoundland Power
      Inc. 	
                    Schedule
      A – General Conditions

                  


          

        

      

       

    

    
      
        	
                16.
      

              	
                DISPUTES:

                 

                All
      disputes concerning questions of fact which may arise under this Agreement
      and which are not disposed of by mutual agreement shall be referred to
      arbitration by a single arbitrator, if the parties agree upon one,
      otherwise to three arbitrators, one to be named by each party and a third
      to be chosen by the first two named. The decision of the arbitrators shall
      be final and conclusive. In the meantime, the Supplier shall diligently
      proceed with the work as
  directed.

              


      

       

    

    
      
        	
                17.
      

              	
                COMPLIANCE WITH
      LAW:

                 

                The
      Supplier shall comply with all applicable local, provincial and federal
      Laws and regulations, the Utilities operating licenses, Certificates of
      Approval, and other similar requirements including without limitation all
      environmental and employment
laws.

              


      

    

     

    
      
        	
                18.
      

              	
                VENUE:

                 

                This
      contract shall be construed according to the laws of the jurisdiction in
      which the goods are delivered or the On-Site Work is performed.
      

              


      

    

     

    
      
        	
                19.
      

              	
                NOTICES:

                 

                All
      notices hereunder shall be in writing and shall be sufficiently given if
      delivered by hand, mailed by prepaid mail or sent by
      telecommunications.


              


      

    

     

    
      
        	
                20.
      

              	
                RIGHT TO
      AUDIT:

                 

                
                  The
      Utilities retains the right to audit the Supplier’s records’ with respect
      to services provided or goods delivered pursuant to this Agreement during
      a period of twelve (12). months following completion of the Work or supply
      of materials, for the sole purpose of verifying invoices provided to the
      Utilities by the
Supplier.

                

              


      

    

     

    
      
        	
                21.
      

              	
                GENERAL:

              


      

    

     

    
      	
               
      

            	
              a)

            	
              No
      failure or delay on the part of either party in exercising any power or
      privilege hereunder shall operate as a waiver
  thereof.

            


    

     

    
      	
               
      

            	
              b)

            	
              No
      waiver of any right, power or privilege by a party shall limit or affect
      that party’s rights with respect to any breach of this Contract by the
      other party.

            


    

     

    
      	
               
      

            	
              c)

            	
              Each
      of the parties hereto shall execute such further documents and give such
      further assurances as are required to give effect to this
      Contract.

            


    

     

    
      	
               
      

            	
              d)

            	
              Time
      is and shall continue to be of the essence of this
    Contract.

            


    

    
       

      
        
          

        
September 1, 2006

      
        
          Distribution
Transformers 

          
            
              
                 


              

              
                9

                
                  

                

              

              
                 


              

            

          

          
            	Newfoundland Power
      Inc. 	
                    Schedule
      A – General Conditions

                  


          

        

      

       

    

    
      	
               
      

            	
              e)

            	
              All
      of the covenants and agreements in this Contract on the party of either
      party shall apply to and enure to the benefit of and be binding upon their
      respective legal representatives, successors and permitted
      assigns.

            


    

     

    
      	
               
      

            	
              f)

            	
              Each
      party hereby represents and warrants that it has the power and authority
      to carry on its business and to enter into this Contract and to perform
      all of its obligations hereunder.

            


    

     

    
      	
               
      

            	
              g)

            	
              This
      Contract constitutes the entire agreement between the parties with respect
      to the Work and supersedes all previous communications, representations,
      warranties and agreements, either written or
  verbal.

            


    

     

    
      	
               
      

            	
              h)

            	
              Unless
      the context otherwise requires, words importing the singular shall include
      the plural and vice-versa and words importing gender shall include the
      masculine, feminine and neuter
genders.

            


    

     

    
      	
               
      

            	
              i)

            	
              The
      terms “herein”, “hereunder”, “hereto” and similar expressions refer to
      this Contract and not to any particular general condition or paragraph of
      this Contract.

            


    

     

    
      	
               
      

            	
              j)

            	
              Any
      terms, covenants, provisions or conditions of this Contract which
      expressly or by their nature survive the termination of this Contract
      shall continue in full force and effect subsequent to and notwithstanding
      such termination and shall not be merged therein or therewith, until such
      terms, covenants, provisions or conditions are satisfied or by their
      nature expire.

            


    

     

    
      	
               
      

            	
              k)

            	
              This
      Contract shall be governed by and construed in accordance with the laws of
      the Province in which the goods are used and the parties hereto attorn to
      the jurisdiction of the courts of
Canada.

            


    

     

    
      	
               
      

            	
              1)

            	
              This
      Contract shall be executed by the parties, or their representatives in
      person with original signatures. Subsequent Contract Documents may be
      executed by the parties, or their representatives, and such execution may
      be by way of facsimile or electronic
transfer.

            


    

     

      
        

      
September
1, 2006

    
      
        
          Distribution
Transformers 

          
            
              
                 


              

              
                10

                
                  

                

              

              
                 


              

            

          

          
            	Newfoundland Power
      Inc. 	
                    Schedule
      B – Statement of  Work


                  


          

        

      

      
 

    

    TABLE
OF CONTENTS

     

    
      	
              1.

            	
              GENERAL
      DESCRIPTION 

            	
              1

            


    

    
      	
              2.

            	
              TERM
      OF CONTRACT

            	 


    

    
      	
              3.

            	
              DRAWINGS 

            	
              1

            


    

    
      	
              4.

            	
              DELIVERY
      LOCATIONS 

            	
              1

            


    

    
      	
              5.

            	
              ESTIMATED
      FORECAST 

            	
              2

            


    

    
      	
              6.

            	
              PACKAGING 

            	
              3

            


    

    
      	
              7.

            	
              BILL
      OF LADING 

            	
              3

            


    

    
      	
              8.

            	
              SHIPPING 

            	
              3

            


    

    
      	
              9.

            	
              PRODUCT
      SAFETY 

            	
              4

            


    

    
      	
              10.

            	
              TEST
      REPORTS 

            	
              4

            


    

    
      	
              11.

            	
              FUTURE
      BUSINESS 

            	
              4

            


    

    
      	
              12.

            	
              LEAD
      TIMES 

            	
              4

            


    

    
      	
              13.

            	
              RIGHT
      TO ORDER 

            	
              4

            


    

    
      	
              14.

            	
              SUPPLIER
      EVALUATIONS 

            	
              5

            


    

    
      	
              15.

            	
              SCHEDULING 

            	
              5

            


    

    
      	
              16.

            	
              TOTAL
      EVALUATED COST AND LOAD LOSS PENALTY FORMULAS 

            	
              5

            


    

    
      	
              17.

            	
              INDEXING
      EXAMPLE FOR PRICING 

            	
              7

            


    

    
      	
              18.

            	
              INVOICING
      AND ORDER PLACING 

            	
              8

            


    

    
      	
              19.

            	
              TECHNOLOGICAL
      IMPROVEMENT

            	 


    

    
      	
              20.

            	
              ACCEPTANCE
      OF LATE DELIVERY 

            	
              9

            


    

    
      	
              21.

            	
              REFUSAL
      OF GOODS 

            	
              10

            


    

    
      	
              22.

            	
              ADDITIONAL
      WARRANTY 

            	
              10

            


    

    
      	
              23.

            	
              WARRANTY
      TURNAROUND 

            	
              10

            


    

    
      	
              24.

            	
              UTILITIES
      DISTRIBUTION SPECIFICATIONS 

            	
              11

            


    

    
      	 	24.1	UTILITIES
      - 1 POLE MOUNTED SINGLE PHASE	12
	 	24.2	UTILITIES
      - 2 LOW PROFILE, SINGLE PHASE, DEAD-FRONT PAD-MOUNTED	19
	 	24.3	UTILITIES
      - 3 THREE PHASE, DEAD-FRONT PAD-MOUNTED 	29


    

    
      	
              25.

            	
              REPRESENTATIVES 

            	
              40

            


    

     

     

    
      
        

      
September 1, 2006

    
      
        
          Distribution
Transformers 

          
            
              
                 


              

              
                 


                
                  

                

              

              
                 


              

            

          

          
            	Newfoundland Power
      Inc. 	
                    Schedule
      B – Statement of  Work


                  


          

        

      

      


    

    1.           GENERAL
DESCRIPTION

     

    To supply
“Distribution Transformers” to the Utilities in a timely manner at the warehouse
stated on the individual purchase orders (POs) for the term of this contract.
Shipments to the Utilities will be Delivery Duty Paid (DDP) destination (as per
Incoterms 2000). Each Utility will issue separate POs.

     

    2.           TERM
OF CONTRACT

     

    The term
of this contract will be for sixteen (16) months starting September 1, 2006 and
ending December 31, 2007. Last delivery will be for April 2008. If by mutual
agreement, this contract may be extended by thirty-six (36) months.

     

    The first
Material Supply Schedule shall be issued in July 2006. Deliveries are expected
to begin in September 2006.

     

    3.           DRAWINGS

     

    Drawings
of each transformer are to be issued to the Utilities within thirty (30) days
from time of award.

     

    4.           DELIVERY
LOCATIONS

     

    Transformers
are to be delivered to the Utilities’ locations as specified on the monthly
order. Delivery locations will be to but not limited to the following
locations:

     

    Newfoundland
Power Inc.

     

    Central
Warehouse

     

    3 Mews
Place

    St.
John’s, NL. A1B 4M5

     

    Service
Warehouses

     

    30 Goff
Avenue

    Carbonear,
NL.  A1Y 1A6

     

    Main
Road

    Whitbourne,
NL. A0B 3K0

     

    Greens
Pond Road

    Burin,
NL. AOE 1GO

     

    151
Memorial Drive

    Clarenville,
NL. A5A 1K7

     

    6 Magee
Road

    Gander,
NL.  A1V 1W2

     

    
      
        
          

        
September 1, 2006

      
        
          Distribution
Transformers 

          
            
              
                 


              

              
                1

                
                  

                

              

              
                 


              

            

          

          
            	Newfoundland Power
      Inc. 	
                    Schedule
      B – Statement of  Work


                  


          

        

      

      

         

        Trans
Canada Highway

        Grand
Falls, NL.  A2A 6T3

        
           

        

      

    

    5.           ESTIMATED
FORECAST

     

    The
Utilities will supply an estimated annual rolling forecast to the Supplier on a
quarterly basis or by request from the Supplier. The Utilities reserves the
right to change the estimated monthly requirements.

     

    Each
Utility will submit separate forecasts to the Supplier. Each Utility will make
best efforts to satisfy the forecasting requirements of the
Supplier.

     

    6.           PACKAGING

     

    Packaging
for each of the Utilities as follows:

     

    FortisAlberta:

    FortisBC:

     

    
      	
               
      

            	
              •

            	
              When
      transformers arrive at the designated warehouses they will be on the
      correct pallet size two way pallet measuring 48” long by 42” wide to fit
      the racks, no dirt or mud on the
transformers.

            


    

    
      	
               
      

            	
              •

            	
              All
      transformers shall be strapped to the pallets with high strength webbed
      plastic strapping.

            


    

     

    
      	
               
      

            	
              •

            	
              Packing
      slips must be attached to the ProBills and must accompany shipments. DO
      NOT attach to pallet.

            


    

     

    Newfoundland
Power:

     

    
      	
               
      

            	
              •

            	
              When
      transformers arrive at the designated warehouses they will be on pallets
      with one unit per pallet, no dirt or mud on the
    transformers.

            


    

     

    
      	
               
      

            	
              •

            	
              All
      transformers shall be strapped to the pallets with high strength webbed
      plastic strapping.

            


    

     

    
      	
               
      

            	
              •

            	
              Packing
      slips must be included for each shipment and should include the NP Stock
      No., the serial number, the NP Purchase Order Release Number, the size and
      quantity.

            


    

     

    Maritime
Electric:

     

    
      	
               
      

            	
              •

            	
              When
      transformers arrive at the designated warehouse they will be on CPC
      pallets (40 x 48). The number of transformers per pallet will
      be:

            


    

     

    
      	
              -  

            	
              Four
      (4) per pallet for all 10 kVA and 15 kVA
  transformers.

            


    

    
      	
              -  

            	
              Two
      (2) per pallet for all 25 kVA and 37 kVA
  transformers.

            


    

    
      	
              -  

            	
              One
      (1) per pallet for all 50 kVA and 75 kVA
  transformers.

            


    

    
       

      
        
          

        
September 1, 2006

      
        
          Distribution
Transformers 

          
            
              
                 


              

              
                2

                
                  

                

              

              
                 


              

            

          

          
            	Newfoundland Power
      Inc. 	
                    Schedule
      B – Statement of  Work


                  


          

        

      

       

    

    
      	
               
      

            	
              •

            	
              No
      dirt or mud on the transformers.

            


    

     

    
      	
               
      

            	
              •

            	
              All
      transformers shall be strapped to the pallets with high strength webbed
      plastic strapping.

            


    

     

    
      	
               
      

            	
              •

            	
              Packing
      slips must be included for each shipment and should include the Maritime
      Electric Stock No., the serial number, the Maritime Electric Purchase
      Order Release Number, the size and
quantity.

            


    

     

    7.           BILL
OF LADING

     

    The Bill
of Lading should include the quantity of units shipped, the destination
warehouse and the Purchase Order (PO) Release Number. Any additional labeling
unique to each of the Utilities will be specified when the PO is
issued.

     

    8.           SHIPPING

     

    Transformers
are to be shipped on pallets, as specified by each of the. Utilities when the PO
is issued. For each shipment, the Supplier will provide a Transformer Log. This
Transformer Log will provide the following information for each transformer
shipped:

     

    
      	
               
      

            	
              (a)

            	
              Company
      Number

            


    

    
      	
               
      

            	
              (b)

            	
              Transformer
      Serial Number

            


    

    
      	
               
      

            	
              (c)

            	
              KVA

            


    

    
      	
               
      

            	
              (d)

            	
              Primary
      Voltage

            


    

    
      	
               
      

            	
              (e)

            	
              Secondary
      Voltage

            


    

    
      	
               
      

            	
              (f)

            	
              Percentage
      (%) IZ (Impedance)

            


    

    
      	
               
      

            	
              (g)

            	
              KG
      Mass

            


    

    
      	
               
      

            	
              (h)

            	
              Litres
      Oil

            


    

    
      	
               
      

            	
              (i)

            	
              Tap
      Code

            


    

    
      	
               
      

            	
              (j)

            	
              PO
      Number

            


    

    
      	
               
      

            	
              (k)

            	
              Ship
      Date

            


    

     

    9.           PRODUCT
SAFETY

     

    All Items
will be manufactured and shipped following the best professional safety
standards that are present in appropriate, current industry standards. The
individual companies that form the Utilities may deem to have additional and/or
unique safety requirements. Said additional or unique requirements shall be
communicated on any or all Purchase Orders.

     

    10.           TEST
REPORTS

     

    Certified
test reports as per Canadian Standards Association (CSA) Purchasing
Specifications DTWG-01, 02 and 03 for all distribution transformers are to be
provided in electronic format for all Items purchased. Test results should be
provided to each Utility for each shipment or upon request from the individual.
Utilities.

    
       

      
        
          

        
September 1, 2006

      
        
          Distribution
Transformers 

          
            
              
                 


              

              
                3

                
                  

                

              

              
                 


              

            

          

          
            	Newfoundland Power
      Inc. 	
                    Schedule
      B – Statement of  Work


                  


          

        

      

    

     

    11.           FUTURE
BUSINESS

     

    If
quantities increase due to future business acquisitions or system upgrades, the
Utilities reserves the right to open negotiation on the price and delivery of
distribution transformers and delivery locations. If not successfully
negotiated, the Utilities reserves the right to go to tender.

     

    12.           LEAD
TIMES

     

    Time from
order to delivery as set forth in “Schedule C – Payment for Work” to this
Agreement.

     

    13.           RIGHT
TO ORDER

     

    The
Utilities reserves the right to purchase any item that the Supplier cannot
deliver on time from another Supplier without penalty to the Utilities. This
order will then be cancelled from the contracted Supplier.

     

    The
Utilities reserves the right to tender all Distribution Transformer pilot
programs or implementations as a result of different technologies and product
line.

     

    The
Supplier is the preferred Supplier of distribution transformer products,
however, the Utilities reserves the right to purchase all Items that are not
listed within this contract from any other Suppliers.

     

    14.           SUPPLIER
EVALUATIONS

     

    Supplier
evaluations will be completed at the end of each quarter. A conference call will
‘be coordinated within one (1) month of the close of a quarter by the Utility
that is chairing the meeting. The Supplier will be expected to attend at the
location that the meeting is being chaired. Location will be rotated between
each of the Utilities. As part of these reviews an ongoing Action list, Contact
list and Supplier evaluation will be maintained by the Supplier (see “Schedule D
- Sample Supplier Performance Evaluation Form”).

     

    15.           SCHEDULING

     

    The
Supplier is to keep the Utilities informed (biweekly) of all production
schedules at the Utilities request.

     

    The
Supplier is to keep the Utilities informed (biweekly) of delivery
schedules.

     

    16.           TOTAL
EVALUATED COST AND LOAD LOSS PENALTY FORMULAS

     

    As per
the “Bid Form” there is a separate Bid Sheet for each of the Utilities. All
items listed are those most commonly used by the Utility. Additional items may
be included on Purchase Orders (POs) throughout the term of this
contract.

    
       

      
        
          

        
September 1, 2006

      
        
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Transformers 

          
            
              
                 


              

              
                4

                
                  

                

              

              
                 


              

            

          

          
            	Newfoundland Power
      Inc. 	
                    Schedule
      B – Statement of  Work


                  


          

        

      

    

     

    The Total
Evaluation Cost Formulas identified in the Formula column in each of the Bid
Sheets is defined as follows:

     

    Formula A = [XX]

    Formula B = [XX]

    Formula C = [XX]

    Formula D = [XX]

     

    Where:

    [XX]

     

    When
actual losses exceed guaranteed losses, the transformer supplier must reduce the
unit price of the transformer by the amount equal to the penalty calculated
below:

     

    Penalty
A                      =           [XX]

    Penalty
B                      =           [XX]

    Penalty
C                      =           [XX]

    Penalty
D                      =           [XX]

     

    Where:

    [XX]

     

    The loss
penalty shall be assessed on the average of each Item on a given purchase order.
For each Item, where the cost of total average losses is less than the cost of
total guaranteed losses for that Item, the result will not be used to reduce the
penalty amount of other Items.

     

    The
following information shall be provided with the quotation:

     

    
      	
               
      

            	
              •

            	
              Percent
      exciting current at 105% rated
voltage

            


    

     

    
      	
               
      

            	
              •

            	
              No-load
      losses at 105% rated voltage and corrected to 85°C as per clause 9.3.2 of
      CSA Purchasing Specification DTWG-01 (98). Revised 1999 07, clause 8.3.2.1
      of CSA Purchasing Specification DTWG-02 (99), or clause 7.3.2.1 of CSA
      Purchasing Specification DTWG-03
(99)

            


    

     

    
      	
               
      

            	
              •

            	
              Full
      load losses at 75 °C

            


    

     

    
      	
               
      

            	
              •

            	
              Percent
      impedance at 75 °C

            


    

     

    
      	
               
      

            	
              •

            	
              Where
      applicable, percent regulation at 1.0 pl. and 0.8
  pl.

            


    

     

    
      	
               
      

            	
              •

            	
              Outline
      and nameplate drawings for approval

            


    

     

    
      	
               
      

            	
              •

            	
              A
      prototype transformer actual type test results, which are representative
      of design and manufacturing
techniques

            


    

     

    
      
        
          

        
September 1, 2006

      
        
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                5

                
                  

                

              

              
                 


              

            

          

          
            	Newfoundland Power
      Inc. 	
                    Schedule
      B – Statement of  Work


                  


          

        

      

    

     

    17.           INDEXING
EXAMPLE FOR PRICING

     

    Index
pricing provided by the Supplier in the “Bid Form” is contained in “Schedule C
–Payment for Work.” Justification for price increases will be provided to the
Utilities using the format in the following example:

     

    [XX]

     

    18.           INVOICING
AND ORDER PLACING

     

    As
identified in Clause 5 of this “Schedule B – Statement of Work,” the Utilities
will supply an estimated annual rolling forecast to the Supplier on a quarterly
basis or by request from the Supplier.

     

    The
Utilities may provide the Supplier with a Release Schedule on or before the
first day of each month. The Release Schedule will display the delivery
requirements for the following six months.

     

    The
Supplier will acknowledge by telephone, by fax or by E-mail the receipt of the
Release Schedule within twenty four (24) hours. For Newfoundland Power Inc. and
Maritime Electric Company, Limited, the Release Schedule will be deemed to be
the requirements for the six month’s delivery as set out therein. For
FortisAlberta and FortisBC a PO will be issued. The Release Schedule will also
be electronically transmitted to the Supplier using the Estimated Forecast
Schedule form found hereafter.

     

    The
Utility will have the right to change the forecasted quantities on previous
Release Schedules, any time prior to the first day of the month preceding the
shipment month, by increasing or decreasing up to 50% of the total quantities.
Changes in the quantities of any individual item cannot exceed 25%. Quantities
on the Release Schedule listed as the six month running forecast can be changed
by any amount.

     

    The
initial delivery period shall take into account the design, and type testing
time required for the various Items once an agreement is concluded.

     

    19.           TECHNOLOGICAL
IMPROVEMENT

     

    
      
        
          

        
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            	Newfoundland Power
      Inc. 	
                    Schedule
      B – Statement of  Work


                  


          

        

      

    

     

    
      Should
the Utility decide to modify their specifications or requirements during the
duration of contract, the two parties shall negotiate a reasonable price
adjustment to cover the change in cost (up or down).

       

      In the
event that the Supplier and the Utility jointly agree to rework and review the
technical requirements of the product/services during the term of the contract,
the Supplier will share the benefits as described below:

       

    

    1.           Transformer
Losses:

     

    Whenever
a Value Engineering study is completed and it results in a net cost saving to
the Utility in the no-load and/or load loss, the benefits for each stock item
would be shared on the basis of the following formula :

     

    [XX]

     

    The [XX]
is derived from the Supplier’s experience that shows that for every $[XX] of
improvement in the cost of losses, the manufacturer has an increase in cost of
$[XX]. This in turn leaves a $[XX] net saving that would be shared equally
between the Utility and the Supplier. Therefore [XX]% of the reduced cost of
loss goes to the manufacturer to cover costs and a share of the savings, and
[XX]% of the reduced cost of losses goes to the Utility.

     

    
      	
               
      

            	
              2.

            	
              All
      Others:

            


    

     

    All other
agreed value analysis would have the resulting net savings shared on a [XX]
basis.

     

    20.           ACCEPTANCE
OF LATE DELIVERY

     

    The
Utilities reserves to right to accept late deliveries upon written notice from
the Supplier faxed to Inventory Control at the following fax
numbers:

     

    Newfoundland
Power : (709) 737-2815

    Maritime
Electric Company, Limited : (902) 629-3706

    FortisAlberta
Inc. : (403) 514-4414

    FortisBC
Inc. : (250) 469-8096

     

    Written
notification and reasons for late delivery must be sent to the Utilities within
three (3) working days of receipt of the order or upon awareness that the order
will not be completed or shipped as scheduled. The Utilities reserves the right
to apply or not apply penalties based on notification and reasons for late
deliveries.

    
       

      
        
          

        
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            	Newfoundland Power
      Inc. 	
                    Schedule
      B – Statement of  Work


                  


          

        

      

    

     

    21.           REFUSAL OF GOODS.

     

    The
Utilities will refuse transformers delivered on improper pallets, dirty
transformers, transformers not individually strapped on pallets, damaged
transformers and transformers that do not meet the agreed to specification. This
will count as a late delivery.

     

    22.           ADDITIONAL
WARRANTY

     

    Warranty
is thirty (30) months from the date of notification of readiness of shipment or
twenty four (24) months from date of first use by the Owner, whichever date
occurs first.

     

    In
addition to the above extended warranty of 30/24 months, the Supplier is
extending further the warranty against damage due to rust. For damage due to
rust, the warranty period will be 10 years after shipment for units made of
either painted or unpainted stainless steel 316L. This warranty is limited to
the supply and shipping of a replacement tank and does not cover other related
cost such as installation/removal cost and repair cost. Should the tank rust to
such an extent that it needs to be replaced (imminent risk of perforation)
within the warranty period, the Supplier will provide the Owner with a new
tank.

     

    This
warranty against corrosion is void if the tank surface is damaged by the
Owner.

     

    23.           WARRANTY
TURNAROUND

              

    
      	 	
              ●

            	
              Statement
      of general information from the Utility to start the
    process:

            


    

     

    
      	
               
      

            	
              -

            	
              Serial
      number of the failed unit

            


    

    
      	
               
      

            	
              -

            	
              Brief
      description of problem and
circumstances

            


    

    
      	
               
      

            	
              -

            	
              Utilities
      preferred action (return to the Supplier, fix the problem in place, send
      to scrap if it is deemed, that the transformer cannot be repaired,
      etc.)

            


    

     

    
      	
               
      

            	
              ●

            	
              If
      the unit is returned to the Supplier’s plant (from the DDP Destination),
      an authorization number (RP Number) is then given to the
      Utility.

            


    

     

    
      	
               
      

            	
              ●

            	
              Once
      the unit has arrived at the plant, an initial assessment is normally made
      within forty eight (48) hours. At this point, the Supplier can notify the
      Utility of the estimated time necessary to make the repair which of course
      depends a lot on the cause of the
failure.

            


    

     

    
      	
               
      

            	
              ●

            	
              Shipping
      of the repaired unit to the Utility (to the DDP
    destination).

            


    

     

    
      	
               
      

            	
              ●

            	
              The
      Supplier will send to the Utility a complete investigation report of the
      cause of failure (or the most likely cause) and what was done to repair
      the failed unit.

            


    

     

    24.           UTILITIES
DISTRIBUTION SPECIFICATIONS

     

    
      
        	
                 
      

              	
                24.1.

              	
                UTILITIES
      - 1

                POLE
      MOUNTED SINGLE PHASE

                DISTRIBUTION
      TRANSFORMERS

                 
      

              


      

       

      
        
          
            

          
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                  8

                  
                    

                  

                

                
                   


                

              

            

            
              	Newfoundland Power
      Inc. 	
                      Schedule
      B – Statement of  Work


                    


            

          

        

      

    

     

     

    
      	
               
      

            	
              24.1.1.

            	
              SCOPE

               

              This
      purchasing specification specifies the requirements for distribution
      transformers for operation by Newfoundland Power, Maritime Electric,
      FortisAlberta and FortisBC (referred to as the Owners).
      

               

              This
      specification applies to single phase, 60 Hz, distribution transformers
      designed for operating on an effectively grounded-wye system, type ONAN,
      rated at 167 kVA or below, with one or two high voltage bushings suitable
      for direct pole mounting.

            


    

     

    
      	
               
      

            	
              24.1.2.

            	
              REFERENCES

               
      

              The
      provisions of the following standards and specifications latest revisions,
      shall apply, unless otherwise stated herein:

               

              CSA
      Purchasing Specification - Pole Mounted Single Phase Distribution
      Transformers DTWG-01 (98), Revised 1999
07.

            


    

     

    
      	
               
      

            	
              24.1.3.

            	
              CSA
      SPECIFICATION MODIFICATIONS

               

              The
      numbering of the following clauses is identical to those used in CSA
      Purchasing Specification DTWG-01 (98), Revised 1999 07. Where no reference
      is made, the CSA Specification DTWG-01 shall apply. Additional or
      modifying statements, as given in this specification shall
      govern.

            


    

     

    4.4           Off-Circuit
Voltage Taps:

     

    4.4.1

    Newfoundland
Power:

    Transformers
are to be supplied without taps.

     

    Maritime
Electric:

    The
following transformers shall be equipped with taps:

    (a)           All
transformers with 347 volts secondary

    (b)           All
transformers 50 kVA and larger

     

    FortisAlberta:

    FortisBC:

    At the
time of order, transformers will be specified with or without high voltage taps.
This information can be found in the appropriate Owner’s item number
description.

     

    4.4.2

    FortisAlberta:

    FortisBC:

    
       

      
        
          

        
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                9

                
                  

                

              

              
                 


              

            

          

          
            	Newfoundland Power
      Inc. 	
                    Schedule
      B – Statement of  Work 

                  


          

           

          
            When
specified, taps shall be four 2 1/2%, 1 FCAN and 3 RCBN. Transformer with tapped
primary windings shall have external operated handles for off-circuit
operation.

             

          

        

      

    

    4.10           Impedance

    FortisAlberta:

    FortisBC:

    There are
no minimum impedance requirements for transformers of 25 kVA and below. For
transformers of sizes 50 kVA and above, the impedance shall be limited to an
absolute minimum of 1.5 %.

     

    Newfoundland
Power.

    Maritime
Electric:

    Impedances
to be as specified in CSA Purchasing Specification DTWG-01 (98) as required to
limit the short circuit current at the service entrance equipment (Clause 4.10
and 11.1(m)).

     

    5.2.2
Low Voltage Grounding Strap

    FortisAlberta:

    FortisBC:

    Transformer
with one H.V. Bushing - an external copper grounding strap shall be provided to
connect the secondary neutral terminal to the transformer tank as per CSA
Purchasing Specification DTWG-01 clause 5.2.2 and 6.2.2.

     

    5.2.2.1

    Newfoundland
Power:

    Maritime
Electric:

    The
neutral grounding strap shall be extruded aluminum alloy type 6061, connected to
the terminals with 12 mm galvanized steel hardware. Multi-grounding straps of
the above material are permitted to a maximum of 6 straps.’

     

    5.2.2.2

    Newfoundland
Power;

    Maritime
Electric:

    The tank
connection shall be a type 316L stainless steel spade terminal, welded to the
tank with 3161, stainless steel material.

     

    6.1.2
High Voltage Bushings

    FortisAlberta:

    FortisBC:

    At the
time of order, transformers will be specified to have one or two high voltage
bushings. This information can be found in the Owner’s item number
description.

    
       

      
        
          

        
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            	Newfoundland Power
      Inc. 	
                    Schedule
      B – Statement of  Work 

                  


          

           

        

      

    

    Newfoundland
Power:

    All high
voltage bushings shall be supplied with a minimum creepage distance as specified
in CSA Purchasing Specification DTWG-0l (98), with, the exception of 18 kV
insulation class units which shall have a minimum creepage distance of 762 mm.
The high voltage bushing on all 18 kV class transformers, and 15 kV class
transformers where specified, shall have its complete lower circumference in
contact with the transformer cover and its complete upper circumference in
contact with the high voltage terminal by means of a stainless steel
anti-tracking spring, RTE #2601887A01 or equivalent. The lower anti-tracking
spring shall be bonded to the transformer tank by means of a stainless steel or
galvanized bolt. In place of the anti-tracking spring, the high voltage bushing
may be supplied with other acceptable means of eliminating corona damage to the
gaskets, and shall be approved prior to implementation.

     

    6.2.1.2
H2 Terminal

    FortisAlberta:

    FortisBC:

    When one
H.V. bushing is specified, the H2 terminal shall be provided as per clause
6.2.1.2 of CSA Purchasing Specification DTWG-01. A clamp type H2 grounding
connector suitable for #6 to #2 AWG copper conductor as per CSA Purchasing
Specification Fig. 2(b) shall also be installed at the H2 terminal.

     

    A 1/2”
-13 NC X 1 1/4” silicon bronze hex head bolt shall be installed on the top surge
arrester boss.

     

    Newfoundland
Power:

    An H2
grounding connector as per DTWG-01 (98) Clause 11.1(1) shall be
provided.

     

    Maritime Electric:

    The H2
terminal shall be spade type 316 L stainless steel, welded to the tank with 316
L stainless steel material.

     

    6.2.2
Low-Voltage Terminals

    FortisAlberta:

    FortisBC:

    Bushings
shall be complete with spade type or clamp type connectors suitable for stranded
copper and aluminum conductors of sizes as follows:

     

    
      
        	
                120/240V

              	
                240/480V

              	
                346/600V

              	
                Secondary
      terminals

              
	
                10
      – 15 kVA

              	
                25
      kVA and

                below

              	
                50
      kVA and

                below

              	
                Clamp
      type terminal for

                #6
      – 2/0 conductor size

              
	
                25
      kVA

              	
                50
      kVA

              	
                -

              	
                Clamp
      type terminal for

                #2
      – 350 MCM conductor size

              
	
                50
      kVA and

                above

              	
                75
      kVA and

                above

              	
                75
      kVA and

                above

              	
                Spade
      type terminal as

                Per
      CSA DTWG-01

              


      

    

     

    
       

      
        
          

        
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            	Newfoundland Power
      Inc. 	
                    Schedule
      B – Statement of  Work 

                  


          

           

        

      

    

    For
transformer terminals equipped with 2 hole NEMA pads, single barrel mechanical
connectors (HOMAC Part No. ABK 1750) shall be supplied and installed on each of
the secondary terminals. For transformer terminals equipped with 4 hole NEMA
pads, double barrel mechanical connectors (HOMAC Part No. ABK 2750) shall be
supplied and installed on each of the secondary terminals.

     

    Maritime
Electric:

    The low
voltage terminals shall be copper to copper basket type. The connector shall
accommodate a conductor range from #6 - #4/0 for 25 kVA transformers and less
and #2-350 MCM for 37 kVA and above.

     

    6.2.2.7 Terminal
Material

    Newfoundland
Power:

    The low
voltage terminals shall be unplated aluminum spade type and the X2 to X3 jumper
strap, where required, shall be one-piece unplated aluminum. All material is to
be extruded aluminum alloy type 6061 with galvanized hardware.

     

    8.
Mechanical Characteristics

    8.1
Construction

    All
transformer material is to be new.

     

    Newfoundland
Power:

    Maritime
Electric:

    The tank
material shall be painted or unpainted 3161, stainless steel. The stainless
steel tanks are to have passivation (pickling/acid wash) treatment.

     

    Transformers
are to be supplied without additional exterior cooling (no fins, cooling tubes
or radiators).

     

    Newfoundland
Power:

    Edges of
the transformer cover and outer edge of the upper mounting bracket shall have
sharp edges removed.

     

    8.3
Pressure Relief

    Maritime
Electric:

    The
pressure relief device should be replaced with an Internal Fault Detector
(IFDTM) fitted with a 5 psi pressure relief device.

     

    8.11.1
General

    Maritime
Electric:

    All
fastening hardware used to secure the cover and external connections is to be
hot dipped galvanized.

     

    Newfoundland
Power:

    All
fastening hardware used to secure the cover and external connections is to be
stainless steel or silicon bronze.

     

    Maritime
Electric:

    
       

      
        
          

        
September 1, 2006

      
        
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            	Newfoundland Power
      Inc. 	
                    Schedule
      B – Statement of  Work


                  


          

        

      

    

     

    Newfoundland
Power:

    Preference
is for non-cover band designs. However, if supplied, cover bands are to be 316L
stainless steel secured with stainless steel hardware (Silicon Bronze
Nut).

     

    Cover
clamp designs must have a protective barrier between the clamp and cover to
protect the paint finish.

     

    8.12
Surge Arrester Mounting Provision

    Maritime
Electric:

    The Owner
will have the option of installing a surge arrester on the pole-mounting
brackets. The Owner will provide the Supplier with sufficient notice of any
changes. Surge arrester mounting bosses shall be supplied.

     

    Bidders
when offering arresters are to quote Joslyn Cat #ZHP010-0011100 (for primary
voltage 72 kV and 8 kV) and ZHP018-0011100 (for primary voltage 14.4
kV).

     

    Arrester
brackets must accommodate Joslyn arresters #ZHP010-0011100 and
ZHP018-0011100.

     

    Newfoundland
Power:

    Surge
arrester mounting bosses shall be provided as per CSA Purchasing Specification
DTWG¬01 (98) complete with surge arrester mounting bracket.

     

    8.13
Welding

    Newfoundland
Power:

    Maritime
Electric:

    All
welding is to be carried out as per CSA Purchasing Specification DTWG-01, Clause
8.13. All welds to be properly shot blasted and all welding residue shall be
removed.

     

    9.2
Routine Tests

    FortisAlberta:

    FortisBC:

    Certified
Test Reports shall be submitted before shipment. Any discrepancy between the
guaranteed and the test results shall be noted.

     

    10.2.3
Information on Nameplate

    FortisAlberta:

    FortisBC:

    The
following additional information shall be included on the
nameplate:

    a.)           Owner’s
material item number

    b.)           Year
and month the transformer is shipped (e.g. 95/01)

     

    10.4
Tank Markings

    Newfoundland
Power:

    Maritime
Electric:

     

    
      
        
          

        
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          	Newfoundland Power
      Inc. 	
                  Schedule
      B – Statement of  Work 

                


        

      

      
         

        Transformers
are to be numbered prior to shipment with numbers to be supplied by the
Owner.

         

        FortisAlberta:

        FortisBC.

        The year
and month the transformer is shipped shall be marked with 50mm lettering at a
location adjacent to the low voltage marking.

        
 

         

         

        
          
            
            

          

          
            14

            
              

            

          

          
            
            

          

        

         

         

      

    

    24.2.       UTILITIES
- 2

     

     

    LOW
PROFILE, SINGLE PHASE, DEAD-FRONT PAD-MOUNTED DISTRIBUTION
TRANSFORMERS

     

    


     

    


    
      
        
          

        
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Transformers 

          
            
              
                 


              

              
                1

                
                  

                

              

              
                 


              

            

          

          
            	Newfoundland Power
      Inc. 	
                    Schedule
      B – Statement of  Work


                  


          

        

      

    

    


    24.2.1.        SCOPE

     

    This
purchasing specification applies to low-profile, single phase, dead-front,
pad-mounted, distribution transformers, type ONAN, rated at 167 kVA or below,
insulation class /8 kV or less, suitable for mounting outdoors on pads without
additional protective enclosures.

     

    The
transformers covered in this specifications shall be designed to operate on 60
Hz, multi-grounded wye distribution systems with primary voltages up to
14,400/24,940 volts, and secondary voltages at 120/240 volts.

     

    24.2.2.          REFERENCE
STANDARDS

     

    The
provision of the following standards, latest editions, shall apply unless
otherwise specified herein. This specification shall take precedence over any
standard quoted herein in case of any conflict.

     

    CANADIAN
STANDARDS ASSOCIATION

     

    CSA
Purchasing Specification DTWG-02 (99), “Low Profile, Single Phase, Dead-Front,
Pad-Mounted Distribution Transformers”.

     

    24.2.3.           MATERIAL

     

    Newfoundland
Power:

    Transformer
material shall be 3161, stainless steel. This includes the transformer tank,
base, hinges, hood and other exterior items.

     

    24.2.4.          
CSA SPECIFICATION MODIFICATIONS

     

    The
numbering of the following clauses is identical to that used in. CSA
Specification DTWG¬02 (99). Where no reference is made, the CSA Specification
DTWG-02 shall apply. Additional or modifying statements as given in this
specification, shall govern.

     

    4.4                
Off-Circuit Voltage Taps

    4.4.1

    FortisAlberta:

    FortisBC:

    At the
time of order, transformers will be specified with or without high voltage taps.
This information can be found in the appropriate owner’s material item number
description. Transformers requiring taps shall have four 2 1/2 % taps (2 FCAN, 2
RCBN).

     

    4.10
Impedance

    Maritime
Electric:

    Newfoundland
Power:

    Minimum
impedances shall be per DTWG-02 (99) Clauses 4.10 and 11.1(n) as
follows:

     

    
      
        	 
      	
                50kVa

              	
                1.5%

              
	 
      	
                75
      kVA

              	
                2.0%

              
	 
      	
                100-167
      kVA

              	
                2.5%

              


      

    

     

    
       

      
        
          

        
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Transformers 

          
            
              
                 


              

              
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            	Newfoundland Power
      Inc. 	
                    Schedule
      B – Statement of  Work


                  


          

        

      

    

     

    5.2     Mechanical Features

    5.2.1
Dimensions

    FortisAlberta:

    FortisBC:

    The
overall height of the transformer shall be 670 ± 25 mm.

     

    5.2.2
Cable Entrance Compartment

    5.2.2.4

    FortisAlberta:

    FortisBC:

    For
transformers rated at 12470GrdY/7200 volts only, the bonding connection between
the hood and the tank shall be flexible rubber or neoprene coated copper of #2
AWG.

     

    5.2.2.8

    FortisAlberta:

    FortisBC:

    For the
purpose of securing the transformer to the pad, four foundation clamps as shown
in Fig 4 of this specification shall be supplied with each
transformer.

     

    Transformer
Tank

    FortisAlberta:

    FortisBC:

    Two of
the top edges of the transformer tank shall be rounded with a minimum 25 mm
radius as per Clause 5.2.3. of DTWG-02.

     

    5.3.2
Drip Tray

    FortisAlberta:

    FortisBC:

    Drip tray
meeting the requirements of Clause 5.3.2 of DTWG-02 or a type approved by the
Owner shall be installed below the location of the withdrawable
fuses.

     

    5.3.3
Fuse Identification

    FortisAlberta:

    FortisBC:

    The fuse
rating and manufacturer’s catalogue number of the bayonet fuse and current
limiting fuse shall be identified on the nameplate as shown on Fig 6 of the CSA
Purchasing Specification DTWG-02.

     

    6.2  High-Voltage
Bushings

    6.2.1

    FortisAlberta:

    FortisBC:

    High
Voltage Bushing wells shall be provided as per Clause 6.2 of DTWG-02 and shall
have replaceable studs and shall be externally clamped (ELASTIMOLD KI601PCC-R or
equivalent).

    
       

      
        
          

        
September 1, 2006

      
        
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Transformers 

          
            
              
                 


              

              
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            	Newfoundland Power
      Inc. 	
                    Schedule
      B – Statement of  Work


                  


          

        

      

    

     

    Maritime
Electric:

    The high
voltage bushings shall be short shank universal bushing well type with bail
tabs. In addition, the bushing well shall be fitted with a load break
thermoplastic bushing insert (RTE or Elastimold) and protected with a cap. All
current carrying elements are to be copper based material.

     

    Newfoundland
Power:

    The high
voltage bushings shall be short shank universal bushing well type with bail
tabs. Transformers shall be supplied without loadbreak bushing inserts. The
universal bushing well shall be protected by a shipping cap.

     

    6.3           Low
Voltage Bushings

    63.1.

    FortisAlberta:

    FortisBC:

    Low
Voltage Bushings of transformers up to 100 kVA shall be straight 7-hole spade.
type. The threaded stud type terminal is acceptable as an alternative to the
one-piece integral type.

     

    Maritime
Electric:

    Newfoundland
Power:

    Terminals
for all sizes of transformers shall be bronze or copper tin plated bar
type.

     

    Low
voltage terminals for transformer sizes up to, and including, 167 kVA shall be
in accordance with. Figure 9(a) of DTWG-02.

     

    6.4           Grounding

    6.4.2

    FortisAlberta:

    FortisBC:

    For
transformers rated at 12470GrdY/7200 volts only, the removable grounding strap
between the X2 terminal and the grounding terminal should be of either aluminum
or stainless steel of size as Table 7 of DTWG-02.

     

    7.1           Off-Circuit
Tap Changer and Voltage Selector Switches

    FortisAlberta:

    FortisBC:

    Tap
switches, when specified,’ shall be hot-stick operable type, and shall meet the
requirements of Clause 7.1 of DTWG-02.

     

    8.2           Routine
Tests

    FortisAlberta:

    FortisBC:

    Certified
Test Reports shall be submitted before shipment. Any discrepancy between the
guaranteed and the test results shall be noted.

     

    9.1           Finish
Performance

    
       

      
        
          

        
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Transformers 

          
            
              
                 


              

              
                4

                
                  

                

              

              
                 


              

            

          

          
            	Newfoundland Power
      Inc. 	
                    Schedule
      B – Statement of  Work


                  


          

        

      

    

     

    
      The
exterior finish shall conform to ANSI C57.12.28, latest revision, except the
salt spray test acceptance criteria shall be 1500 hours.

       

    

    Maritime
Electric:

    Newfoundland
Power:

    The salt
spray test painted panel shall conform to ANSI C57.12.29. The scribe through the
paint for evaluation shall be at right angles to the weld bead. The samples
shall be made using normal production welding material and
equipment.

     

    9.2           Colour

    FortisAlberta:

    FortisBC:

    The
exterior finish shall be in Seafoam Green, Munsell 4.82 G 4.07/
3.35.

     

    Maritime
Electric:

    Newfoundland
Power:

    Transformer
shall be painted equipment green Munsell 9GY 1.5/2.6. Munsell gray shall also be
provided if specified in the tender document.

     

    10.2           Nameplate
and Connection Diagram

    FortisAlberta:

    FortisBC:

    A
combination nameplate as per Clause 10.2 of DTWG-02 shall be provided. In
addition, the following information shall also be included on the
nameplate:

    a)           Owner’s
Material Item Number

    b)           Year
and month the transformer is shipped (e.g. 95/09)

     

    10.5.2.4  Electrical
Hazard Warning Signs

    FortisAlberta:

    FortisBC:

    Electrical
Hazard Warning Signs as per DTWG-02 shall be affixed on the inside and outside
of the compartment hood by the manufacturer.

     

    Caution
Sign as per Fig 2 of this specification shall be stenciled or decaled in yellow
on the exterior and front side of the cable compartment hood as shown in Fig 1
of this specification.

     

    Danger
Sign as per Fig 3 of this specification shall be stenciled or decaled in white
on the exterior and front side of the cable compartment hood as shown in Fig 1
of this specification.

     

    11.1           Optional
Items

    FortisAlberta:

    FortisBC:

    
      	
              g)

            	
              The
      material item number, kVA rating, year and month the transformer is
      shipped, shall be stenciled or decaled in white, on the exterior and front
      side of each compartment hood, in 50 mm, 65 mm and 65 trim lettering
      respectively, as per Fig. I of this
  specification.

            


    

     

    
      Maritime
Electric:

      Newfoundland
Power:

    

     

    
      
        
          

        
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            	Newfoundland Power
      Inc. 	
                    Schedule
      B – Statement of  Work


                  


          

        

      

    

     

    
      	
              c)

            	
              All
      units shall be equipped with a drain and filler plug. Units for Maritime
      Electric shall also be equipped with a drain
  valve.

            


    

     

    
      	
              k)

            	
              If
      specified in the tender document, the transformers shall have two 2-1/2%
      taps above rated voltage and two 2-1/2% taps below rated voltage. Units
      for Maritime Electric shall be equipped with taps as indicated
      above.

            


    

     

    
      	
              m)

            	
              If
      specified in the tender document, the transformers shall be supplied with
      bar code labels.

            


    

     

    12.0           Packaging

    Maritime
Electric:

    Newfoundland
Power:

    Each
transformer shall be shipped on a pallet as a completely assembled
unit.

     

    Each
transformer shall be suitably packed so as to insure delivery in good
condition.

     

    Each
transformer shall be shipped in an open-top carrier so as to allow easy removal
with a crane.

     

    
      
        
          

        
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            	Newfoundland Power
      Inc. 	
                    Schedule
      B – Statement of  Work


                  


          

        

      

    

     

    

     

    
      
        	
                NOTE:

              	
                Four
      lifting bosses and bolts to be supplied and positioned such that balance
      is maintained when lifted.

              


      

    

     

     

     

     

     

    
      
        
          

        
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            	Newfoundland Power
      Inc. 	
                    Schedule
      B – Statement of  Work


                  


          



         

      

    

    
      
        
          

        
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Transformers 

          
            
              
                 


              

              
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            	Newfoundland Power
      Inc. 	
                    Schedule
      B – Statement of  Work


                  


          

        

      

    

     

     

    

     

    
      
         

        
          
            

          
September 1, 2006

        
          
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Transformers 

            
              
                
                   


                

                
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              	Newfoundland Power
      Inc. 	
                      Schedule
      B – Statement of  Work


                    


            

          

        

      

    

     

     

    

     

     

    
      
        
          

        
September 1, 2006

      
        
          Distribution
Transformers 

          
            
              
                 


              

              
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            	Newfoundland Power
      Inc. 	
                    Schedule
      B – Statement of  Work


                  


          

        

      

    

     

     

     

     

    
 

    
      	
              24.3  

            	
              UTILITIES
      – 3

               

              THREE
      PHASE, DEAD-FRONT PAD-MOUNTED DISTRIBUTION
  TRANSFORMERS

            


    

     

       


     

     

     

     

     

     

    
      
        
          
            

          
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Transformers 

            
              
                
                   


                

                
                  
                  

                  
                    

                  

                

                
                   


                

              

            

            
              	Newfoundland Power
      Inc. 	
                      Schedule
      B – Statement of  Work


                    


            

          

        

      



    24.3.1.    Scope

     

    This
purchasing specification applies to three-phase, 60 Hz, dead front, pad-mounted,
distribution transformers, type ONAN, rated at 3000 kVA or below, insulation
class 18 kV or less, suitable for mounting outdoors on pads without additional
protective enclosures.

     

    24.3.2.     Reference
Standards

     

    The
provisions of the following standards, latest editions, shall apply unless
otherwise specified herein. This specification shall take precedence over any
standard quoted herein in case of any. conflict.

     

    CANADIAN
STANDARDS ASSOCIATION

     

    CSA
Purchasing Specification DTWG-03 (99), “Three Phase, Dead-Front, Pad-Mounted
Distribution Transformers”.

     

    24.3.3.     Material

    Newfoundland
Power:

     

    Transformer
material shall be 3161, stainless steel. This includes the transformer tank,
base, hinges, doors and other exterior items.

     

    24.3.4.     CSA
Specification Modifications

     

    The
numbering of the following Clauses is identical to that used in CSA Purchasing
Specification DTWG-03 (99). Where no reference is made, the CSA Specification
DTWG-03 shall apply. Additional or modifying statements as given in this
specification, shall govern.

     

    4.2.5         GrdY-GrdY
Connected Transformers

    FortisAlberta:

    FortisBC:

    The core
shall be a five-legged design or an equivalent design that provides a path for
unbalanced core flux.

     

    4.5           
Off-Circuit Voltage Taps

    FortisAlberta:

    FortisBC:

     

    Transformers
shall have high voltage taps as follows: 2-1/2% and 5% full capacity above the
rated voltage, and 2V2% and 5% reduced capacity below rated
voltage.

     

    4.11           Impedance

    Maritime
Electric:

    Newfoundland
Power:

    Transformers
rated 500 kVA and above shall have a minimum impedance of 4%.

    
      
         

        
          
            

          
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Transformers 

            
              
                
                   


                

                
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              	Newfoundland Power
      Inc. 	
                      Schedule
      B – Statement of  Work


                    


            

          

        

      

    

     

    5.13           
Lifting Provisions

    FortisAlberta:

    FortisBC:

    Four
lifting lugs shall be mounted such that balance can be maintained when
lifting.

     

    5.1.4           Jacking
Provision

    FortisAlberta:

    FortisBC:

    Four
jacking steps shall be mounted such that balance can be maintained when
lifting.

     

    5.1.6           Drain
Plugs, Pressure Relief Device and Liquid Level Indicator

    FortisAlberta:

    FortisBC:

    The 1”
drain valve with sampling device shall be located on .the lower area of the
front of the tank on the right side of the low voltage
terminations.

    The
filler plug provided shall be a minimum 3/4” and located above the low voltage
bushings.

     

    5.1.9           Off-CircuitTap
Changer and Voltage Selector Switches

    FortisAlberta:

    FortisBC:

    Tap
changer shall be mounted above the low voltage bushing or alternatively on the
high voltage side of the compartment where it is accessible with cables in
place. The tap changers shall be the externally operable handle type meeting the
requirements of Clause 5.1.9 of CSA Purchasing Specification.

     

    5.1.14           Radiators
and Transformer Compartment

    Maritime
Electric:

    Newfoundland
Power:

    Preference
is for no exterior cooling (i.e., fins, cooling tubes or radiators). If exterior
cooling is used, the material used shall be either 304 or 400 series stainless
steel or galvanized for Maritime Electric and 3161, stainless steel for
Newfoundland Power. Exterior cooling shall be painted as per Clause 8.0 of CSA
DTWG-03.

     

    5.2.1.6           Internal
Flange

    FortisAlberta:

    FortisBC:

    Four
foundation clamps as shown in Figure 1 of this specification shall be supplied
with each transformer.

     

    5.2.1.7            Doors
and. Roof

    FortisAlberta:

    FortisBC:

    For
transformers rated at 12470GrdY/7200 volts only, the bonding between the tank
and the compartment side, sill, door and roof shall be flexible rubber or
neoprene coated copper jumpers of #6 A WG or larger.

    
      
         

        5.3           Fusing

         

         

        
          
            

          
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              	Newfoundland Power
      Inc. 	
                      Schedule
      B – Statement of  Work


                    


            

          

        

      

    

     

     

    Maritime
Electric:

    Transformers
shall be fused as per CSA DTWG-03.

     

    Newfoundland
Power:

    Transformers
shall be fused as per CSA DTWG-03 except, unless specified in the tender
document, radial feed transformers shall be supplied without
fusing.

     

    5.3.1           Bayonet
Fuse Assembly

    FortisAlberta:

    FortisBC:

    All
transformers shall be equipped with a two-fuse system, consisting of replaceable
bayonet fuses, RTE type or equivalent, with flapper sidewall mount fuse assembly
(Cooper Cat #4000361C99FV or equivalent) as per. Table 11 of CSA Purchasing
Specification DTWG-03, and under oil partial range back up current limiting
fuses (CLF), RTE type ELSP or equivalent. The voltage rating of the CLF shall be
greater than or equal to the phase-to-neutral voltage of the transformer in the
highest tap position, and for transformers with rated primary voltage of
24940GrdY/14400 volts, the voltage rating of the CLF shall be 23 kV. The
manufacturer will ensure that the CLF supplied coordinates with the bayonet fuse
at the transformer designed impedance. The connection of the fuses shall be as
per Figure 7 of CSA DTWG-03.

     

    6.1.2           High-Voltage
Bushings

    6.1.2.1

    FortisAlberta:

    FortisBC:

    High
voltage bushing wells have replaceable studs and shall be externally clamped
(ELASTIMOLD K1 601PCC-R or equivalent).

     

    Maritime
Electric:

    The high
voltage bushings shall be short shank universal bushing well. In addition, the
bushing well shall be fitted with a load break thermoplastic busing insert (RTE
or Elastimold) and protected with a cap. All current carrying elements are to be
copper based material.

     

    Newfoundland
Power:

    The high
voltage bushings shall be short shank universal bushing well. Transformers shall
be supplied without loadbreak bushing inserts. The universal bushing well shall
be protected by a shipping cap.

     

    Maritime
Electric:

    Newfoundland
Power:

    Transformers
with high voltage loop feed shall have the loop feed feature internally
connected and capable of carrying 200 Amperes (continuous) and 10,000 Amperes
(Symmetrical) for 0.17 seconds, minimum X/R = 6.

     

    6.1.3           Low-Voltage
Bushings

    6.1.3.1

    FortisAlberta:

    FortisBC:

    
      
         

        
          
            

          
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Transformers 

            
              
                
                   


                

                
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              	Newfoundland Power
      Inc. 	
                      Schedule
      B – Statement of  Work


                    


            

          

        

      

    

     

    
      Low
voltage bushings for transformers with 480Y/277 volt secondary shall be spade
type and of sizes equivalent to 600Y/347 volt secondary as per Table 9 and
Figure. 10 of CSA Purchasing Specification DTWG-03.

      Dimensions
of spade terminals must be closely followed as per. Figure 10 of DTWG-03.
Terminals may be used to accommodate CGE type JABO current
transformers.

       

    

    6.2.2           Grounding
Assembly

    FortisAlberta:

    FortisBC:

    For
transformers rated at 12470GrdY/7200 volts only, the grounding assembly as per
clause 6.2.2 of DTWG-03 shall be made of stainless steel.

     

    6.2.3           Neutral
Terminal

    FortisAlberta:

    FortisBC:

    The
connection between the neutral terminal and the ground bus shall be either
aluminum or stainless steel of suitable ampacity.

     

    7.2           Routine
Tests

    FortisAlberta:

    FortisBC:

    Certified
Test Reports shall be submitted to FortisAlberta/FortisBC before shipment. Any
discrepancy between the guaranteed and the test results shall be
noted.

     

    8.1           Finish
Performance

    The
exterior finish shall conform to ANSI C57.12.28, latest revision, except the
salt spray test acceptance criteria shall be 1500 hours.

     

    Maritime
Electric:

    Newfoundland
Power:

    The salt
spray test painted panel shall conform to ANSI C57.12.29. The scribe through the
paint for evaluation shall be at right angles to the weld bead. The samples
shall be made using normal production welding material and
equipment.

     

    Provisions
shall be made so that water does not accumulate on top of the transformer tank
compartment.

     

    8.2           Colour

    FortisAlberta:

    FortisBC:

    The
exterior finish shall be seafoam green, Munsell 4.82 G 4.07/3.35.

     

    Maritime
Electric:

    Newfoundland
Power:

    Transformer
shall be painted equipment green Munsell 9 GY 1.5/2.6. Munsell gray shall also
be provided if specified in the tender document.

     

    9.1.3           Information
on Nameplate

    
      
         

        
          
            

          
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              	Newfoundland Power
      Inc. 	
                      Schedule
      B – Statement of  Work


                    


            

          

        

      

    

     

    
      FortisAlberta:

      FortisBC:

    

    The
following additional information shall be included on the combination
nameplate:

    a)           FortisAlberta/FortisBC
material item number

    b)           Year
and month the transformer is shipped (e.g., 95/01)

     

    9.4.3.4                      Electrical
Hazard Warning Signs

    FortisAlberta:

    FortisBC:

    Caution
Sign as per Figure 3 of this specification shall be stenciled or decaled in
yellow on the exterior of the low voltage compartment door as shown in Figure
2.

     

    Danger
Sign as per Figure 4 of this specification shall be stenciled or decaled in
white on the exterior of the high voltage compartment door as shown in Figure
2.

     

    9.4.4.4                      Stock
Code No.

    FortisAlberta:

    FortisBC:

    In
addition, the kVA rating, year and month the transformer is shipped, in 50 mm
lettering, shall be stenciled or decaled in white on the exterior of the low
voltage compartment door, below the caution sign as shown in Figure 2 of this
specification. The FortisAlbertalFortisBC Material Item Number, in 25 mm
lettering, shall be stenciled or decaled in white on the exterior of they high
voltage compartment door as shown in Figure 2. All of the above information
shall also be punched on the nameplate.

     

    10.           Optional
Items

    FortisAlberta:

    FortisBC:

    
      	
              (a)

            	
              Loop
      feed transformers shall be equipped with two sets of three phase, two
      position, line loadbreak switches (SWA and SWB) meeting the requirements
      of clause 5.1.12 of CSA DTWG-03 and connected as per Figure 7 of CSA
      DTWG-03. A transformer winding switch is not
  required.

            


    

     

    
      	
              (i)

            	
              For
      750 kVA and larger transformers, a top oil temperature gauge with a drag
      hand for maximum temperature indication shall be installed and located
      above the low voltage bushings.

            


    

     

    Maritime
Electric:

    Newfoundland
Power:

    
      	
              (f)

            	
              When
      specified, the transformer shall have two 2-’4% taps above rated voltage
      and two 2-V2% taps below rated voltage on the high voltage winding. Units
      for Maritime Electric shall be equipped with taps as indicated
      above.

            


    

     

    
      	
              (i)

            	
              All
      transformers for Maritime Electric shall be supplied with a thermometer of
      the maximum indicating type.

            


    

    
      
         

        
          
            

          
September 1, 2006

        
          
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              	Newfoundland Power
      Inc. 	
                      Schedule
      B – Statement of  Work


                    


            

          

        

      

    

     

    
      	
              (k)

            	
              If
      specified in the tender document, the transformers shall be supplied with
      bar code labels.

            


    

     

    11.           Packaging

    Maritime
Electric:

    Newfoundland
Power:

    Each
transformer shall be shipped on a pallet as a completely assembled unit and
suitably packed so as to insure delivery in good condition.

    Each
transformer shall be shipped in an open-top carrier so as to allow easy removal
with a crane.

     

     

    
      
        
          

        
September 1, 2006

      
        
          Distribution
Transformers 

          
            
              
                 


              

              
                6

                
                  

                

              

              
                 


              

            

          

          
            	Newfoundland Power
      Inc. 	
                    Schedule
      B – Statement of  Work


                  


          

        

      

    

     

    

     

    
      
        
           

           

          
            

          
September 1, 2006

        
          
            Distribution
Transformers 

            
              
                
                   


                

                
                  7

                  
                    

                  

                

                
                   


                

              

            

            
              	Newfoundland Power
      Inc. 	
                      Schedule
      B – Statement of  Work


                    


            

          

        

      

    

    
 

    

     

    
      
        
           

           

          
            

          
September 1, 2006

        
          
            Distribution
Transformers 

            
              
                
                   


                

                
                  8

                  
                    

                  

                

                
                   


                

              

            

            
              	Newfoundland Power
      Inc. 	
                      Schedule
      B – Statement of  Work


                    


            

          

        

      

    

     

    

     

    
      
        
           

           

           

          
            

          
September 1, 2006

        
          
            Distribution
Transformers 

            
              
                
                   


                

                
                  9

                  
                    

                  

                

                
                   


                

              

            

            
              	Newfoundland Power
      Inc. 	
                      Schedule
      B – Statement of  Work


                    


            

          

        

      

    

     

     

    

     

    
      
        
           

           

           

          
            

          
September 1, 2006

        
          
            Distribution
Transformers 

            
              
                
                   


                

                
                  10

                  
                    

                  

                

                
                   


                

              

            

            
              	Newfoundland Power
      Inc. 	
                      Schedule
      B – Statement of  Work


                    


            

          

        

      

    

     

     

    

     

    
      
        
          
            

          
September 1, 2006

        
          
            Distribution
Transformers 

            
              
                
                   


                

                
                  11

                  
                    

                  

                

                
                   


                

              

            

            
              	Newfoundland Power
      Inc. 	
                      Schedule
      B – Statement of  Work 

                    


            

             

             

            

             

            
              
                
                   

                   

                  
                    

                  
September 1, 2006

                
                  
                    Distribution
Transformers 

                    
                      
                        
                           


                        

                        
                          12

                          
                            

                          

                        

                        
                           


                        

                      

                    

                    
                      	Newfoundland Power
      Inc. 	
                              Schedule
      B – Statement of  Work 

                            


                    

                     

                     

                    

                     

                     

                    
                      
                        
                          
                            

                          
September 1, 2006

                        
                          
                            Distribution
Transformers 

                            
                              
                                
                                   


                                

                                
                                  13

                                  
                                    

                                  

                                

                                
                                   


                                

                              

                            

                            
                              	Newfoundland Power
      Inc. 	
                                      Schedule
      B – Statement of  Work 

                                    


                            

                             

                             

                            

                             

                             

                            
                              
                                
                                  
                                    

                                  
September 1, 2006

                                
                                  
                                    Distribution
Transformers 

                                    
                                      
                                        
                                           


                                        

                                        
                                          14

                                          
                                            

                                          

                                        

                                        
                                           


                                        

                                      

                                    

                                    
                                      	Newfoundland Power
      Inc. 	
                                              Schedule
      B – Statement of  Work 

                                            


                                    

                                     

                                     

                                    

                                     

                                     

                                    
                                      
                                        
                                          
                                            

                                          
September 1, 2006

                                        
                                          
                                            Distribution
Transformers 

                                            
                                              
                                                
                                                   


                                                

                                                
                                                  15

                                                  
                                                    

                                                  

                                                

                                                
                                                   


                                                

                                              

                                            

                                            
                                              	Newfoundland Power
      Inc. 	
                                                      Schedule
      B – Statement of  Work 

                                                    


                                            

                                             

                                             

                                            

                                             

                                             

                                            
                                              
                                                

                                              
September 1, 2006

                                            
                                              
                                                Distribution
Transformers 

                                                
                                                  
                                                    
                                                       


                                                    

                                                    
                                                      16

                                                      
                                                        

                                                      

                                                    

                                                    
                                                       


                                                    

                                                  

                                                

                                                
                                                  	Newfoundland Power
      Inc. 	
                                                          Schedule C
      – Payment for  Work


                                                        


                                                



                                            

                                             

                                            TABLE
OF CONTENTS

                                             

                                             

                                            
                                              	1.	GENERAL	 	 1
	 	 	 	 
	 	1.1    
      Definitions 	 1
	 	1.2    
      Full
      and Complete Payment 	 1
	 	 	 	 
	2.
      	INVOICING	 	 1
	 	 	 	 
	 	2.1    
      Items
      Ordered 	1
	 	2.2    
      Accounts Payable
      Addresses	 1
	 	2.3    
      Payment
      of Invoices 	2
	 	 	 	 
	3.	CONTRACT PRICE	 	 2
	 	 	 	 
	4.
      	CONTRACT AWARD	 	 2


                                            

                                             

                                            
                                              
                                                

                                              


                                              
                                                
                                                  
                                                    
                                                      September
1, 2006

                                                    

                                                    Distribution
Transformers

                                                  

                                                   


                                                

                                                
                                                   


                                                  
                                                    

                                                  

                                                

                                                
                                                   


                                                

                                              

1.            
General

                                             

                                            Definitions

                                             

                                            Capitalized
terms used and not defined in this "Schedule C Payment for Work" shall have the
meaning given thereto in the General Conditions where so defined.

                                             

                                            Full
and Complete Payment

                                             

                                            As full
and complete payment for the performance of the Work and the discharge of all
obligations of the Utilities under the Contract, the Utilities shall pay
Supplier the. Contract Price as set forth in Clause 3 of this "Schedule C -
Payment for Work."

                                             

                                            2.           
 Invoicing

                                             

                                            Items Ordered

                                             

                                            The
Contract Price on items shall be paid based on the shipment of the
material.  Supplier shall submit invoices based on the work performed
and materials delivered to destination.

                                             

                                            Accounts
Payable Addresses

                                             

                                            Newfoundland
Power Inc.

                                            55
Kenmount Road

                                            St.
John's, NL

                                            A1B3P6

                                            


                                            Maritime
Electric Company, Limited

                                            180 Kent
Street

                                            P.O Box
1328

                                            Charlottetown,
PE CIA 7N2

                                            


                                            FortisAlberta
Inc.

                                            P.O Box
2570

                                            Station
"M"

                                            Calgary,
AB T2P 5H4

                                            


                                            FortisBC
Inc.

                                            Landmark
IV

                                            5th
Floor, 1628 Dickson Avenue

                                            Kelowna,
BC VI Y 9X1

                                             

                                            Payment of Invoices

                                             

                                            The
Utilities shall pay approved invoice amounts or approved portions thereof within
thirty (30) days of receipt of the invoice.

                                            Supplier
may offer a discount for early payment.

                                             

                                            
                                              

                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            

                                                          
September 1, 2006

                                                      

                                                      Distribution
Transformers

                                                    

                                                     


                                                  

                                                  
                                                    
                                                    

                                                    
                                                      

                                                    

                                                  

                                                  
                                                     


                                                  

                                                

                                              

                                            

                                             

                                            3.           Contract
Price

                                             

                                                  
The Contract Price is set using the information provided by the successful
Supplier(s) in the "Bid Form".

                                             

                                            

                                             

                                            4.           Contract
Award

                                             

                                                  The
Contract was awarded for the items as per the following items attached. The
quantities awarded are estimates only.

                                             

                                            
                                                   
[XX]

                                              

                                                
                                                  
                                                    
                                                      
                                                        


                                                      

                                                      
                                                        
                                                          

                                                        
September 1, 2006

                                                      Distribution
Transformers

                                                    

                                                     


                                                  

                                                  
                                                    
                                                    

                                                    
                                                      

                                                    

                                                  

                                                  
                                                     


                                                  

                                                

                                              

                                            

                                             

                                            

                                             

                                            


                                             

                                            BID
FORM

                                             

                                            National
Distribution Transformers

                                             

                                            February
6, 2006

                                             

                                            05-041

                                             

                                            For:

                                             

                                            Newfoundland
Power Inc.

                                            Maritime
Electric Company, Limited

                                            FortisAlberta
Inc.

                                            FortisBC
Inc.

                                            


                                             

                                            IDENTIFICATION OF
BIDDER

                                             

                                            
                                              Pioneer
Transformers Ltd.


                                                
                                                  

                                                
(Name of Bidder)

                                            

                                             

                                            506
Henderson Drive, Regina, SK  S4N 5X2

                                            
                                              
                                                

                                              
(Address of office of Bidder)

                                             

                                            612
Chemin Bernard, Granby, Quebec, J2G 8E5 

                                            
                                              

                                            

                                            (Bidder’s
Address)

                                             

                                            Hereinafter
called the "Bidder", hereby declares that the Bidder is a corporation duly
incorporated under the laws of the Province of

                                             

                                            Quebec:
February 28th, 1995

                                            
                                              
                                                

                                              
(Jurisdiction and Date of Incorporation)

                                             

                                            


                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          

                                                        
September 1, 2006

                                                    

                                                    Distribution
Transformers

                                                  

                                                   


                                                

                                                
                                                  
                                                  

                                                  
                                                    

                                                  

                                                

                                                
                                                   


                                                

                                              

                                            

                                            
                                              
                                                
                                                  	
                                                          Newfoundland
      Power Inc. 

                                                        	 Bid
  Form


                                                

                                                 

                                              

                                            

                                            1.           ADMINISTRATION

                                             

                                            1.1.        Pricing
Precedence

                                             

                                            The
Bidder agrees that at the end of the contract, the total contract price shall be
determined by the actual quantities multiplied by the unit prices set forth as
adjusted by any changes approved in accordance with the Contract
Documents.

                                             

                                            1.2.         Personnel

                                             

                                            The Supplier Personnel:

                                             

                                            

                                             

                                            2.           PRICES

                                             

                                            The
undersigned Bidder, having carefully examined the Bid Documents and the proposed
Work, and having full knowledge of the work required and of the material to be
furnished and used, hereby agrees to provide all necessary material,
supervision, labour, and equipment to perform and complete all work and fulfill
everything as set forth and in strict accordance with the Bid Documents and
Addenda as listed below for the sum provided in this "Bid Form"
document.

                                             

                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            

                                                          
September 1, 2006

                                                      

                                                      Distribution
Transformers

                                                    

                                                     


                                                  

                                                  
                                                    1

                                                    
                                                      

                                                    

                                                  

                                                   

                                                

                                              

                                              
                                                
                                                  
                                                    	
                                                            Newfoundland
      Power Inc. 

                                                          	 Bid
  Form


                                                  

                                                

                                              

                                            

                                             

                                             

                                            

                                             

                                            The price
detailed below must include all work to complete the work described in “Schedule
B – Statement of Work” as per the defined milestone dates.

                                             

                                            2.1.         Firm
Pricing

                                             

                                            Firm
Pricing for July 1, 2006 to December 31, 2006. Pricing to be provided using the
attached Utility Bid Sheets.

                                             

                                            2.1.1.       Contract
Price

                                             

                                            The
Contract Price as defined under "Contract Price" in "Schedule C Payment for
Work." These prices will be DDP destination.

                                             

                                            2.2.          Index
Pricing

                                             

                                            Index
Pricing for January 1, 2007 to December 31, 2007 to be based on the following
information provided by the Supplier(s)..

                                             

                                            The items
listed in the tables represent those most commonly used by the Utilities.


                                             

                                            [XX]

                                             

                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              

                                                            
September 1, 2006

                                                        

                                                        Distribution
Transformers

                                                      

                                                       


                                                    

                                                    
                                                      2

                                                      
                                                        

                                                      

                                                    

                                                     

                                                  

                                                

                                                
                                                  
                                                    
                                                      	
                                                              Newfoundland
      Power Inc. 

                                                            	 Bid
  Form


                                                    

                                                  

                                                

                                              

                                               

                                               

                                              
                                                2.2.1.  Contract
Price

                                                


                                                The
Contract Price as defined under “Contract Price” in Schedule C-Payment for Work
“These prices will be DDP destination.

                                                


                                                Warranty
Policy (state if better than what is stated in Schedule A – General
Conditions”)

                                                


                                                Liability
for the in/out cost is limited to [XX]% of the value of the individual
transformer.

                                                
                                                  
                                                    

                                                  

                                                  
                                                    

                                                  

                                                  
                                                    

                                                  

                                                

                                                 

                                                Warranty
Turnaround (state time from the Utilities notification)

                                                Within
48 hours of notification, Pioneer will provide and action plan to remedy the
problem.   The turn around time will depend on the
problem.  Pioneer will

                                                  
                                                    

                                                  
choose between sending the transformer back to the factory or having a
local company make the necessary repairs, which ever is most convenient to
Fortis.

                                                
                                                  
                                                    

                                                  



                                                Additional
costs for Radio Frequency Identification (RFID) for each item

                                                Need
clarification

                                                
                                                  
                                                    

                                                  

                                                  
                                                    

                                                  



                                                Additional
costs for providing and installing the lightning arrestor bracket as per
“Schedule B-Statement of Work” Section 25.13 “8.12 Surge Arrestor Mounting
Provision”

                                                


                                                Not
applicable

                                                
                                                  
                                                    

                                                  

                                                  
                                                    

                                                  



                                                Contingency
Plans to be attached to this Bid Form

                                                 

                                                
 

                                                
                                                  	
                                                          a.  

                                                        	
                                                          Delivery
      of urgent product requests:

                                                        


                                                

                                                


                                                Pioneer will make every
effort to accommodate each request.

                                                


                                                
                                                  	
                                                          b.  

                                                        	
                                                          Weather
      (ice storms, flooding, blizzards, etc) or any other
      emergencies:

                                                        


                                                

                                                


                                              

                                            

                                            


                                             

                                             

                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            

                                                          
September 1, 2006

                                                      

                                                      Distribution
Transformers

                                                    

                                                     


                                                  

                                                  
                                                    3

                                                    
                                                      

                                                    

                                                  

                                                   

                                                

                                              

                                              
                                                
                                                  
                                                    	
                                                            Newfoundland
      Power Inc. 

                                                          	 Bid
  Form


                                                  

                                                

                                              

                                            

                                          

                                           

                                           

                                           

                                          
                                            Pioneer will make every
effort to mitigate the effects of any event

                                          

                                           

                                          
                                            
                                              	
                                                      c.  

                                                    	
                                                      Labor
      disputes, which result in work stoppage, or work slow down for the
      Supplier's

                                                    


                                            

                                            


                                            Pioneer has a labour
agreement in effect until 2010.

                                            


                                            
                                              	
                                                      d.  

                                                    	Catastrophic Events


                                            

                                            


                                          

                                           

                                           

                                           

                                           

                                           

                                           

                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            

                                                          
September 1, 2006

                                                      

                                                      Distribution
Transformers

                                                    

                                                     


                                                  

                                                  
                                                    4

                                                    
                                                      

                                                    

                                                  

                                                   

                                                

                                              

                                              
                                                
                                                  
 

                                                

                                              

                                            

                                             

                                            SIGNATURES

                                             

                                            

                                             

                                             

                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            

                                                          
September 1, 2006

                                                      

                                                      Distribution
Transformers

                                                    

                                                     


                                                  

                                                  
                                                    5

                                                    
                                                      

                                                    

                                                  

                                                   

                                                

                                              



                                            Pioneer
Transformers Reference Number 53-036-116

                                             

                                            [XX]

                                             

                                            


                                            
                                              
                                                
                                                  
                                                    
                                                      


                                                    

                                                    
                                                      
                                                        

                                                      
September 1, 2006

                                                    Distribution
Transformers

                                                  

                                                   


                                                

                                                
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                                            Pioneer
Transformers – Reference Number 53-036-116

                                             

                                            Comments and
Exceptions

                                             

                                            
                                              [XX]

                                            

                                             

                                            
                                              
                                                
                                                  
                                                    
                                                      


                                                    

                                                    
                                                      
                                                        

                                                      
September 1, 2006

                                                    Distribution
Transformers

                                                  

                                                   


                                                

                                                
                                                  7

                                                  
                                                    

                                                  

                                                

                                                 

                                              

                                            

                                            


                                            CERTIFICATE
OF INSURANCE

                                             

                                            Please
complete and Fax this Certificate of Insurance to Newfoundland Power; Materials
Management Fax # (709) 737-5817. Mailing address is: P.O. Box 8910, St. John's,
NL A1B 3P8

                                             

                                            

                                             

                                            


                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          

                                                        
September 1, 2006

                                                    

                                                    Distribution
Transformers

                                                  

                                                   


                                                

                                                
                                                  8

                                                  
                                                    

                                                  

                                                

                                                 

                                              

                                            

                                            
                                              	Newfoundland Power
      Inc.	Schedule
      D – Supplier Performance Evaluation


                                            

                                             

                                             

                                            Supplier Performance
Evaluation

                                             

                                             

                                            

                                             

                                             

                                             

                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            

                                                          
September 1, 2006

                                                      

                                                      Distribution
Transformers

                                                    

                                                     


                                                  

                                                  
                                                    1

                                                    
                                                      

                                                    

                                                  

                                                   

                                                

                                              

                                              
                                                	Newfoundland Power
      Inc.	Schedule
      D – Supplier Performance Evaluation


                                              

                                            

                                            


                                            Today’s
Date:  _______________

                                             

                                             

                                            Supplier Performance
Evaluation

                                             

                                             

                                            

                                             

                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              

                                                            
September 1, 2006

                                                        

                                                        Distribution
Transformers

                                                      

                                                       


                                                    

                                                    
                                                      2

                                                      
                                                        

                                                      

                                                    

                                                     

                                                  

                                                

                                                
                                                  	Newfoundland Power
      Inc.	Schedule
      D – Supplier Performance
Evaluation


                                                

                                              



                                            

                                             

                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        

                                                      

                                                    

                                                    September 1, 2006

                                                    Distribution
Transformers 

                                                  

                                                   


                                                

                                                
                                                  3