20240906IPC to Staff 70 Attachment 1 - GIA 549.pdf

Response to Staff Request No. 70 - Attachment 1
Idaho Power Company
Open Access Transmission Tariff
Appendix 6 to the Standard Large Generator Interconnection Procedures
STANDARD LARGE GENERATOR
INTERCONNECTION AGREEMENT (LGIA)
BY AND BETWEEN IDAHO POWER COMPANY
AND FRANKLIN SOLAR LLC FOR
GI#549
February ld) 2020
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STANDARD LARGE GENERATOR INTERCONNECTION AGREEMENT
THIS STANDARD LARGE GENERA TOR INTERCONNECTION AGREEMENT
("Agreement") is made and entered into this ~ day of February 2020, by and between Franklin
Solar LLC, a Limited Liability Company organized and existing under the laws of the State of
Idaho ("Interconnection Customer" with a Large Generating Facility), and Idaho Power Company,
a corporation organized and existing under the laws of the State of Idaho ("Transmission Provider
and/or Transmission Owner"). Interconnection Customer and Transmission Provider each may be
referred to as a "Party" or collectively as the "Parties."
Recitals
WHEREAS, Transmission Provider operates the Transmission System; and
WHEREAS, Interconnection Customer intends to own, lease and/or control and
operate the Generating Facility identified as a Large Generating Facility in Attachment C
to this Agreement; and,
WHEREAS, Interconnection Customer and Transmission Provider have agreed to
enter into this Agreement for the purpose of interconnecting the Large Generating Facility
with the Transmission System;
NOW, THEREFORE, in consideration of and subject to the mutual covenants
contained herein, it is agreed:
When used in this Standard Large Generator Interconnection Agreement,
terms with initial capitalization that are not defined in Article 1 shall have the
meanings specified in the Article in which they are used or the Open Access
Transmission Tariff (Tariff).
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Article 1. Definitions
Adverse System Impact shall mean the negative effects due to technical or
operational limits on conductors or equipment being exceeded that may compromise the
safety and reliability of the electric system.
Affected System shall mean an electric system other than the Transmission
Provider's Transmission System that may be affected by the proposed interconnection.
Affected System Operator shall mean the entity that operates an Affected System.
Affiliate shall mean, with respect to a corporation, partnership or other entity, each
such other corporation, partnership or other entity that directly or indirectly, through one or
more intermediaries, controls, is controlled by, or is under common control with, such
corporation, partnership or other entity.
Ancillary Services shall mean those services that are necessary to support the
transmission of capacity and energy from resources to loads while maintaining reliable
operation of the Transmission Provider's Transmission System in accordance with Good
Utility Practice.
Applicable Laws and Regulations shall mean all duly promulgated applicable
federal, state and local laws, regulations, rules, ordinances, codes, decrees, judgments,
directives, or judicial or administrative orders, permits and other duly authorized actions of
any Governmental Authority.
Applicable Reliability Council shall mean the reliability council applicable to the
Transmission System to which the Generating Facility is directly interconnected.
Applicable Reliability Standards shall mean the requirements and guidelines of
NERC, the Applicable Reliability Council, and the Control Area of the Transmission
System to which the Generating Facility is directly interconnected.
Base Case shall mean the base case power flow, short circuit, and stability data
bases used for the Interconnection Studies by the Transmission Provider or Interconnection
Customer.
Breach shall mean the failure of a Party to perform or observe any material term or
condition of the Standard Large Generator Interconnection Agreement.
Breaching Party shall mean a Party that is in Breach of the Standard Large
Generator Interconnection Agreement.
Business Day shall mean Monday through Friday, excluding Federal Holidays.
Calendar Day shall mean any day including Saturday, Sunday or a Federal
Holiday.
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Clustering shall mean the process whereby a group of Interconnection Requests is
studied together, instead of serially, for the purpose of conducting the Interconnection
System Impact Study.
Commercial Operation shall mean the status of a Generating Facility that has
commenced generating electricity for sale, excluding electricity generated during Trial
Operation.
Commercial Operation Date of a unit shall mean the date on which the Generating
Facility commences Commercial Operation as agreed to by the Parties pursuant to
Appendix E to the Standard Large Generator Interconnection Agreement.
Confidential Information shall mean any confidential, proprietary or trade secret
information of a plan, specification, pattern, procedure, design, device, list, concept, policy
or compilation relating to the present or planned business of a Party, which is designated as
confidential by the Party supplying the information, whether conveyed orally,
electronically, in writing, through inspection, or otherwise.
Control Area shall mean an electrical system or systems bounded by
interconnection metering and telemetry, capable of controlling generation to maintain its
interchange schedule with other Control Areas and contributing to frequency regulation of
the interconnection. A Control Area must be certified by the Applicable Reliability
Council.
Default shall mean the failure of a Breaching Party to cure its Breach in accordance
with Article 17 of the Standard Large Generator Interconnection Agreement.
Dispute Resolution shall mean the procedure for resolution of a dispute between
the Parties in which they will first attempt to resolve the dispute on an informal basis.
Distribution System shall mean the Transmission Provider's facilities and
equipment used to transmit electricity to ultimate usage points such as homes and
industries directly from nearby generators or from interchanges with higher voltage
transmission networks which transport bulk power over longer distances. The voltage
levels at which distribution systems operate differ among areas.
Distribution Upgrades shall mean the additions, modifications, and upgrades to the
Transmission Provider's Distribution System at or beyond the Point of Interconnection to
facilitate interconnection of the Generating Facility and render the transmission service
necessary to effect Interconnection Customer's wholesale sale of electricity in interstate
commerce. Distribution Upgrades do not include Interconnection Facilities.
Effective Date shall mean the date on which the Standard Large Generator
Interconnection Agreement becomes effective upon execution by the Parties subject to
acceptance by FERC, or if filed unexecuted, upon the date specified by FERC.
Emergency Condition shall mean a condition or situation:
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(1) that in the judgment of the Party making the claim is imminently likely to endanger
life or property; or
(2) that, in the case of a Transmission Provider, is imminently likely (as determined in a
non-discriminatory manner) to cause a material adverse effect on the security of, or
damage to Transmission Provider's Transmission System, Transmission Provider's
Interconnection Facilities or the electric systems of others to which the
Transmission Provider's Transmission System is directly connected; or
(3) that, in the case of Interconnection Customer, is imminently likely (as determined in
a non-discriminatory manner) to cause a material adverse effect on the security of,
or damage to, the Generating Facility or Interconnection Customer's Interconnection
Facilities.
System restoration and black start shall be considered Emergency Conditions; provided,
that Interconnection Customer is not obligated by the Standard Large Generator
Interconnection Agreement to possess black start capability.
Energy Resource Interconnection Service shall mean an Interconnection Service
that allows the Interconnection Customer to connect its Generating Facility to the
Transmission Provider's Transmission System to be eligible to deliver the Generating
Facility's electric output using the existing firm or nonfirm capacity of the Transmission
Provider's Transmission System on an as available basis. Energy Resource Interconnection
Service in and of itself does not convey transmission service.
Engineering & Procurement (E&P) Agreement shall mean an agreement that
authorizes the Transmission Provider to begin engineering and procurement of long lead-
time items necessary for the establishment of the interconnection in order to advance the
implementation of the Interconnection Request.
Environmental Law shall mean Applicable Laws or Regulations relating to
pollution or protection of the environment or natural resources.
Federal Power Act shall mean the Federal Power Act, as amended, 16 U.S.C. §§
791a et seq.
FERC shall mean the Federal Energy Regulatory Commission (Commission) or its
successor.
Force Majeure shall mean any act of God, labor disturbance, act of the public
enemy, war, insurrection, riot, fire, storm or flood, explosion, breakage or accident to
machinery or equipment, any order, regulation or restriction imposed by governmental,
military or lawfully established civilian authorities, or any other cause beyond a Party's
control. A Force Majeure event does not include acts of negligence or intentional
wrongdoing by the Party claiming Force Majeure.
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Generating Facility shall mean Interconnection Customer's device for the
production of electricity identified in the Interconnection Request, but shall not include the
Interconnection Customer's Interconnection Facilities.
Generating Facility Capacity shall mean the net capacity of the Generating
Facility and the aggregate net capacity of the Generating Facility where it includes multiple
energy production devices.
Good Utility Practice shall mean any of the practices, methods and acts engaged in
or approved by a significant portion of the electric industry during the relevant time period,
or any of the practices, methods and acts which, in the exercise of reasonable judgment in
light of the facts known at the time the decision was made, could have been expected to
accomplish the desired result at a reasonable cost consistent with good business practices,
reliability, safety and expedition. Good Utility Practice is not intended to be limited to the
optimum practice, method, or act to the exclusion of all others, but rather to be acceptable
practices, methods, or acts generally accepted in the region.
Governmental Authority shall mean any federal, state, local or other governmental
regulatory or administrative agency, court, commission, department, board, or other
governmental subdivision, legislature, rulemaking board, tribunal, or other governmental
authority having jurisdiction over the Parties, their respective facilities, or the respective
services they provide, and exercising or entitled to exercise any administrative, executive,
police, or taxing authority or power; provided, however, that such term does not include
Interconnection Customer, Transmission Provider, or any Affiliate thereof.
Hazardous Substances shall mean any chemicals, materials or substances defined
as or included in the definition of "hazardous substances," "hazardous wastes," "hazardous
materials," "hazardous constituents," "restricted hazardous materials," "extremely
hazardous substances," "toxic substances," "radioactive substances," "contaminants,"
"pollutants," "toxic pollutants" or words of similar meaning and regulatory effect under any
applicable Environmental Law, or any other chemical, material or substance, exposure to
which is prohibited, limited or regulated by any applicable Environmental Law.
Initial Synchronization Date shall mean the date upon which the Generating
Facility is initially synchronized and upon which Trial Operation begins.
In-Service Date shall mean the date upon which the Interconnection Customer
reasonably expects it will be ready to begin use of the Transmission Provider's
Interconnection Facilities to obtain back feed power.
Interconnection Customer shall mean any entity, including the Transmission
Provider, Transmission Owner or any of the Affiliates or subsidiaries of either, that
proposes to interconnect its Generating Facility with the Transmission Provider's
Transmission System.
Interconnection Customer's Interconnection Facilities shall mean all facilities
and equipment, as identified in Attachment A of the Standard Large Generator
Interconnection Agreement, that are located between the Generating Facility and the Point
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of Change of Ownership, including any modification, addition, or upgrades to such
facilities and equipment necessary to physically and electrically interconnect the
Generating Facility to the Transmission Provider's Transmission System. Interconnection
Customer's Interconnection Facilities are sole use facilities.
Interconnection Facilities shall mean the Transmission Provider's Interconnection
Facilities and the Interconnection Customer's Interconnection Facilities. Collectively,
Interconnection Facilities include all facilities and equipment between the Generating
Facility and the Point of Interconnection, including any modification, additions or upgrades
that are necessary to physically and electrically interconnect the Generating Facility to the
Transmission Provider's Transmission System. Interconnection Facilities are sole use
facilities and shall not include Distribution Upgrades, Stand Alone Network Upgrades or
Network Upgrades.
Interconnection Facilities Study shall mean a study conducted by the
Transmission Provider or a third party consultant for the Interconnection Customer to
determine a list of facilities (including Transmission Provider's Interconnection Facilities
and Network Upgrades as identified in the Interconnection System Impact Study), the cost
of those facilities, and the time required to interconnect the Generating Facility with the
Transmission Provider's Transmission System. The scope of the study is defined in
Section 8 of the Standard Large Generator Interconnection Procedures.
Interconnection Facilities Study Agreement shall mean the form of agreement
contained in Appendix 4 of the Standard Large Generator Interconnection Procedures for
conducting the Interconnection Facilities Study.
Interconnection Feasibility Study shall mean a preliminary evaluation of the
system impact and cost of interconnecting the Generating Facility to the Transmission
Provider's Transmission System, the scope of which is described in Section 6 of the
Standard Large Generator Interconnection Procedures.
Interconnection Feasibility Study Agreement shall mean the form of agreement
contained in Appendix 2 of the Standard Large Generator Interconnection Procedures for
conducting the Interconnection Feasibility Study.
Interconnection Request shall mean an Interconnection Customer's request, in the
form of Appendix 1 to the Standard Large Generator Interconnection Procedures, in
accordance with the Tariff, to interconnect a new Generating Facility, or to increase the
capacity of, or make a Material Modification to the operating characteristics of, an existing
Generating Facility that is interconnected with the Transmission Provider's Transmission
System.
Interconnection Service shall mean the service provided by the Transmission
Provider associated with interconnecting the Interconnection Customer's Generating
Facility to the Transmission Provider's Transmission System and enabling it to receive
electric energy and capacity from the Generating Facility at the Point of Interconnection,
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pursuant to the terms of the Standard Large Generator Interconnection Agreement and, if
applicable, the Transmission Provider's Tariff.
Interconnection Study shall mean any of the following studies: the Interconnection
Feasibility Study, the Interconnection System Impact Study, and the Interconnection
Facilities Study described in the Standard Large Generator Interconnection Procedures.
Interconnection System Impact Study shall mean an engineering study that
evaluates the impact of the proposed interconnection on the safety and reliability of
Transmission Provider's Transmission System and, if applicable, an Affected System. The
study shall identify and detail the system impacts that would result if the Generating
Facility were interconnected without project modifications or system modifications,
focusing on the Adverse System Impacts identified in the Interconnection Feasibility
Study, or to study potential impacts, including but not limited to those identified in the
Scoping Meeting as described in the Standard Large Generator Interconnection Procedures.
Interconnection System Impact Study Agreement shall mean the form of
agreement contained in Appendix 3 of the Standard Large Generator Interconnection
Procedures for conducting the Interconnection System Impact Study.
IRS shall mean the Internal Revenue Service.
Joint Operating Committee shall be a group made up of representatives from
Interconnection Customers and the Transmission Provider to coordinate operating and
technical considerations of Interconnection Service.
Large Generating Facility shall mean a Generating Facility having a Generating
Facility Capacity of more than 20 MW.
Loss shall mean any and all losses relating to injury to or death of any person or
damage to property, demand, suits, recoveries, costs and expenses, court costs, attorney
fees, and all other obligations by or to third parties, arising out of or resulting from the
other Party's performance, or non-performance of its obligations under the Standard Large
Generator Interconnection Agreement on behalf of the indemnifying Party, except in cases
of gross negligence or intentional wrongdoing by the indemnifying Party.
Material Modification shall mean those modifications that have a material impact
on the cost or timing of any Interconnection Request with a later queue priority date.
Metering Equipment shall mean all metering equipment installed or to be installed
at the Generating Facility pursuant to the Standard Large Generator Interconnection
Agreement at the metering points, including but not limited to instrument transformers,
MWh-meters, data acquisition equipment, transducers, remote terminal unit,
communications equipment, phone lines, and fiber optics.
NERC shall mean the North American Electric Reliability Council or its successor
organization.
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Network Resource shall mean any designated generating resource owned,
purchased, or leased by a Network Customer under the Network Integration Transmission
Service Tariff. Network Resources do not include any resource, or any portion thereof,
that is committed for sale to third parties or otherwise cannot be called upon to meet the
Network Customer's Network Load on a non-interruptible basis.
Network Resource Interconnection Service shall mean an Interconnection Service
that allows the Interconnection Customer to integrate its Large Generating Facility with the
Transmission Provider's Transmission System (1) in a manner comparable to that in which
the Transmission Provider integrates its generating facilities to serve native load customers;
or (2) in an RTO or ISO with market based congestion management, in the same manner as
Network Resources. Network Resource Interconnection Service in and of itself does not
convey transmission service.
Network Upgrades shall mean the additions, modifications, and upgrades to the
Transmission Provider's Transmission System required at or beyond the point at which the
Interconnection Facilities connect to the Transmission Provider's Transmission System to
accommodate the interconnection of the Large Generating Facility to the Transmission
Provider's Transmission System.
Notice of Dispute shall mean a written notice of a dispute or claim that arises out of
or in connection with the Standard Large Generator Interconnection Agreement or its
performance.
Optional Interconnection Study shall mean a sensitivity analysis based on
assumptions specified by the Interconnection Customer in the Optional Interconnection
Study Agreement.
Optional Interconnection Study Agreement shall mean the form of agreement
contained in Appendix 5 of the Standard Large Generator Interconnection Procedures for
conducting the Optional Interconnection Study.
Party or Parties shall mean Transmission Provider, Transmission Owner,
Interconnection Customer or any combination of the above.
Point of Change of Ownership shall mean the point, as set forth in Attachment A
to the Standard Large Generator Interconnection Agreement, where the Interconnection
Customer's Interconnection Facilities connect to the Transmission Provider's
Interconnection Facilities.
Point of Interconnection shall mean the point, as set forth in Attachment A to the
Standard Large Generator Interconnection Agreement, where the Interconnection Facilities
connect to the Transmission Provider's Transmission System.
Queue Position shall mean the order of a valid Interconnection Request, relative to
all other pending valid Interconnection Requests, that is established based upon the date
and time of receipt of the valid Interconnection Request by the Transmission Provider.
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Reasonable Efforts shall mean, with respect to an action required to be attempted
or taken by a Party under the Standard Large Generator Interconnection Agreement, efforts
that are timely and consistent with Good Utility Practice and are otherwise substantially
equivalent to those a Party would use to protect its own interests.
Scoping Meeting shall mean the meeting between representatives of the
Interconnection Customer and Transmission Provider conducted for the purpose of
discussing alternative interconnection options, to exchange information including any
transmission data and earlier study evaluations that would be reasonably expected to
impact such interconnection options, to analyze such information, and to determine the
potential feasible Points of Interconnection.
Site Control shall mean documentation reasonably demonstrating: (1) ownership
of, a leasehold interest in, or a right to develop a site for the purpose of constructing the
Generating Facility; (2) an option to purchase or acquire a leasehold site for such purpose;
or (3) an exclusivity or other business relationship between Interconnection Customer and
the entity having the right to sell, lease or grant Interconnection Customer the right to
possess or occupy a site for such purpose.
Small Generating Facility shall mean a Generating Facility that has a Generating
Facility Capacity of no more than 20 MW.
Stand Alone Network Upgrades shall mean Network Upgrades that an
Interconnection Customer may construct without affecting day-to-day operations of the
Transmission System during their construction. Both the Transmission Provider and the
Interconnection Customer must agree as to what constitutes Stand Alone Network
Upgrades and identify them in Attachment A to the Standard Large Generator
Interconnection Agreement.
Standard Large Generator Interconnection Agreement (LGIA) shall mean the
form of interconnection agreement applicable to an Interconnection Request pertaining to a
Large Generating Facility that is included in the Transmission Provider's Tariff.
Standard Large Generator Interconnection Procedures (LGIP) shall mean the
interconnection procedures applicable to an Interconnection Request pertaining to a Large
Generating Facility that are included in the Transmission Provider's Tariff.
System Protection Facilities shall mean the equipment, including necessary
protection signal communications equipment, required to protect (1) the Transmission
Provider's Transmission System from faults or other electrical disturbances occurring at the
Generating Facility and (2) the Generating Facility from faults or other electrical system
disturbances occurring on the Transmission Provider's Transmission System or on other
delivery systems or other generating systems to which the Transmission Provider's
Transmission System is directly connected.
Tariff shall mean the Transmission Provider's Tariff through which open access
transmission service and Interconnection Service are offered, as filed with FERC, and as
amended or supplemented from time to time, or any successor tariff.
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Transmission Owner shall mean an entity that owns, leases or otherwise possesses
an interest in the portion of the Transmission System at the Point of Interconnection and
may be a Party to the Standard Large Generator Interconnection Agreement to the extent
necessary.
Transmission Provider shall mean the public utility ( or its designated agent) that
owns, controls, or operates transmission or distribution facilities used for the transmission
of electricity in interstate commerce and provides transmission service under the Tariff.
The term Transmission Provider should be read to include the Transmission Owner when
the Transmission Owner is separate from the Transmission Provider.
Transmission Provider's Interconnection Facilities shall mean all facilities and
equipment owned, controlled or operated by the Transmission Provider from the Point of
Change of Ownership to the Point of Interconnection as identified in Attachment A to the
Standard Large Generator Interconnection Agreement, including any modifications,
additions or upgrades to such facilities and equipment. Transmission Provider's
Interconnection Facilities are sole use facilities and shall not include Distribution
Upgrades, Stand Alone Network Upgrades or Network Upgrades.
Transmission System shall mean the facilities owned, controlled or operated by the
Transmission Provider or Transmission Owner that are used to provide transmission
service under the Tariff.
Trial Operation shall mean the period during which Interconnection Customer is
engaged in on-site test operations and commissioning of the Generating Facility prior to
Commercial Operation.
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Article 2. Effective Date, Term, and Termination
2.1 Effective Date. This LGIA shall become effective upon execution by the Parties
subject to acceptance by FERC (if applicable), or if filed unexecuted, upon the
date specified by FERC.
Transmission Provider shall promptly file this LGIA with FERC upon execution
in accordance with Article 3 .1, if required.
2.2 Term of Agreement. Subject to the provisions of Article 2.3, this LGIA shall
remain in effect for a period of ten (10) years from the Effective Date or such
other longer period as Interconnection Customer may request (Term to be
specified in individual agreements) and shall be automatically renewed for each
successive one-year period thereafter.
2.3 Termination Procedures.
2.3.1 Written Notice. This LGIA may be terminated by Interconnection
Customer after giving Transmission Provider ninety (90) Calendar Days
advance written notice, or by Transmission Provider notifying FERC after
the Generating Facility permanently ceases Commercial Operation.
2.3.2 Default. Either Party may terminate this LGIA in accordance with Article
17.
2.3.3 Notwithstanding Articles 2.3.1 and 2.3.2, no termination shall become
effective until the Parties have complied with all Applicable Laws and
Regulations applicable to such termination, including the filing with FERC
of a notice of termination of this LGIA, which notice has been accepted for
filing by FERC.
2.4 Termination Costs. If a Party elects to terminate this Agreement pursuant to
Article 2.3 above, each Party shall pay all costs incurred (including any
cancellation costs relating to orders or contracts for Interconnection Facilities and
equipment) or charges assessed by the other Party, as of the date of the other
Party's receipt of such notice of termination, that are the responsibility of the
Terminating Party under this LGIA. In the event of termination by a Party, the
Parties shall use commercially Reasonable Efforts to mitigate the costs, damages
and charges arising as a consequence of termination. Upon termination of this
LGIA, unless otherwise ordered or approved by FERC:
2.4.1 With respect to any portion of Transmission Provider's Interconnection
Facilities that have not yet been constructed or installed, Transmission
Provider shall to the extent possible and with Interconnection Customer's
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authorization cancel any pending orders of, or return, any materials or
equipment for, or contracts for construction of, such facilities; provided that
in the event Interconnection Customer elects not to authorize such
cancellation, Interconnection Customer shall assume all payment
obligations with respect to such materials, equipment, and contracts, and
Transmission Provider shall deliver such material and equipment, and, if
necessary, assign such contracts, to Interconnection Customer as soon as
practicable, at Interconnection Customer's expense. To the extent that
Interconnection Customer has already paid Transmission Provider for any
or all such costs of materials or equipment not taken by Interconnection
Customer, Transmission Provider shall promptly refund such amounts to
Interconnection Customer, less any costs, including penalties incurred by
Transmission Provider to cancel any pending orders of or return such
materials, equipment, or contracts.
If an Interconnection Customer terminates this LGIA, it shall be
responsible for all costs incurred in association with that Interconnection
Customer's interconnection, including any cancellation costs relating to
orders or contracts for Interconnection Facilities and equipment, and other
expenses including any Network Upgrades for which Transmission
Provider has incurred expenses and has not been reimbursed by
Interconnection Customer.
2.4.2 Transmission Provider may, at its option, retain any portion of such
materials, equipment, or facilities that Interconnection Customer chooses
not to accept delivery of, in which case Transmission Provider shall be
responsible for all costs associated with procuring such materials,
equipment, or facilities.
2.4.3 With respect to any portion of the Interconnection Facilities, and any other
facilities already installed or constructed pursuant to the terms of this
LGIA, Interconnection Customer shall be responsible for all costs
associated with the removal, relocation or other disposition or retirement of
such materials, equipment, or facilities.
2.5 Disconnection. Upon termination of this LGIA, the Parties will take all
appropriate steps to disconnect the Large Generating Facility from the
Transmission System. All costs required to effectuate such disconnection shall be
borne by the terminating Party, unless such termination resulted from the non-
terminating Party's Default of this LGIA or such non-terminating Party otherwise
is responsible for these costs under this LGIA.
2.6 Survival. This LGIA shall continue in effect after termination to the extent
necessary to provide for final billings and payments and for costs incurred
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hereunder, including billings and payments pursuant to this LGIA; to permit the
determination and enforcement of liability and indemnification obligations arising
from acts or events that occurred while this LGIA was in effect; and to permit
each Party to have access to the lands of the other Party pursuant to this LGIA or
other applicable agreements, to disconnect, remove or salvage its own facilities
and equipment.
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Article 3. Regulatory Filings
3.1 Filing. Transmission Provider shall file this LOIA (and any amendment hereto)
with the appropriate Governmental Authority, if required. Interconnection
Customer may request that any information so provided be subject to the
confidentiality provisions of Article 22. If Interconnection Customer has executed
this LOIA, or any amendment thereto, Interconnection Customer shall reasonably
cooperate with Transmission Provider with respect to such filing and to provide
any information reasonably requested by Transmission Provider needed to comply
with applicable regulatory requirements.
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Article 4. Scope of Service
4.1 Interconnection Product Options. Interconnection Customer has selected the
following ( checked) type of Interconnection Service:
4.1.1 Energy Resource Interconnection Service.
4.1.1.1 The Product. Energy Resource Interconnection Service allows
Interconnection Customer to connect the Large Generating Facility
to the Transmission System and be eligible to deliver the Large
Generating Facility's output using the existing firm or non-firm
capacity of the Transmission System on an "as available" basis. To
the extent Interconnection Customer wants to receive Energy
Resource Interconnection Service, Transmission Provider shall
construct facilities identified in Attachment A.
4.1.1.2 Transmission Delivery Service Implications. Under Energy
Resource Interconnection Service, Interconnection Customer will be
eligible to inject power from the Large Generating Facility into and
deliver power across the interconnecting Transmission Provider's
Transmission System on an "as available" basis up to the amount of
MW s identified in the applicable stability and steady state studies to
the extent the upgrades initially required to qualify for Energy
Resource Interconnection Service have been constructed. Where
eligible to do so(~, PJM, ISO-NE, NYISO), Interconnection
Customer may place a bid to sell into the market up to the maximum
identified Large Generating Facility output, subject to any conditions
specified in the interconnection service approval, and the Large
Generating Facility will be dispatched to the extent Interconnection
Customer's bid clears. In all other instances, no transmission
delivery service from the Large Generating Facility is assured, but
Interconnection Customer may obtain Point-to-Point Transmission
Service, Network Integration Transmission Service, or be used for
secondary network transmission service, pursuant to Transmission
Provider's Tariff, up to the maximum output identified in the
stability and steady state studies. In those instances, in order for
Interconnection Customer to obtain the right to deliver or inject
energy beyond the Large Generating Facility Point of
Interconnection or to improve its ability to do so, transmission
delivery service must be obtained pursuant to the provisions of
Transmission Provider's Tariff. The Interconnection Customer's
ability to inject its Large Generating Facility output beyond the Point
of Interconnection, therefore, will depend on the existing capacity of
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Transmission Provider's Transmission System at such time as a
transmission service request is made that would accommodate such
delivery. The provision of firm Point-to-Point Transmission Service
or Network Integration Transmission Service may require the
construction of additional Network Upgrades.
4.1.2 Network Resource Interconnection Service.
4.1.2.1 The Product. Transmission Provider must conduct the necessary
studies and construct the Network Upgrades needed to integrate the
Large Generating Facility (1) in a manner comparable to that in
which Transmission Provider integrates its generating facilities to
serve native load customers; or (2) in an ISO or RTO with market
based congestion management, in the same manner as all Network
Resources. To the extent Interconnection Customer wants to receive
Network Resource Interconnection Service, Transmission Provider
shall construct the facilities identified in Attachment A to this LGIA.
4.1.2.2 Transmission Delivery Service Implications. Network Resource
Interconnection Service allows Interconnection Customer's Large
Generating Facility to be designated by any Network Customer
under the Tariff on Transmission Provider's Transmission System as
a Network Resource, up to the Large Generating Facility's full
output, on the same basis as existing Network Resources
interconnected to Transmission Provider's Transmission System, and
to be studied as a Network Resource on the assumption that such a
designation will occur. Although Network Resource Interconnection
Service does not convey a reservation of transmission service, any
Network Customer under the Tariff can utilize its network service
under the Tariff to obtain delivery of energy from the interconnected
Interconnection Customer's Large Generating Facility in the same
manner as it accesses Network Resources. A Large Generating
Facility receiving Network Resource Interconnection Service may
also be used to provide Ancillary Services after technical studies
and/or periodic analyses are performed with respect to the Large
Generating Facility's ability to provide any applicable Ancillary
Services, provided that such studies and analyses have been or
would be required in connection with the provision of such Ancillary
Services by any existing Network Resource. However, if an
Interconnection Customer's Large Generating Facility has not been
designated as a Network Resource by any load, it cannot be required
to provide Ancillary Services except to the extent such requirements
extend to all generating facilities that are similarly situated. The
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provision of Network Integration Transmission Service or firm
Point-to-Point Transmission Service may require additional studies
and the construction of additional upgrades. Because such studies
and upgrades would be associated with a request for delivery service
under the Tariff, cost responsibility for the studies and upgrades
would be in accordance with FERC's policy for pricing transmission
delivery services.
Network Resource Interconnection Service does not necessarily
provide Interconnection Customer with the capability to physically
deliver the output of its Large Generating Facility to any particular
load on Transmission Provider's Transmission System without
incurring congestion costs. In the event of transmission constraints
on Transmission Provider's Transmission System, Interconnection
Customer's Large Generating Facility shall be subject to the
applicable congestion management procedures in Transmission
Provider's Transmission System in the same manner as Network
Resources.
There is no requirement either at the time of study or
interconnection, or at any point in the future, that Interconnection
Customer's Large Generating Facility be designated as a Network
Resource by a Network Service Customer under the Tariff or that
Interconnection Customer identify a specific buyer ( or sink). To the
extent a Network Customer does designate the Large Generating
Facility as a Network Resource, it must do so pursuant to
Transmission Provider's Tariff.
Once an Interconnection Customer satisfies the requirements for
obtaining Network Resource Interconnection Service, any future
transmission service request for delivery from the Large Generating
Facility within Transmission Provider's Transmission System of any
amount of capacity and/or energy, up to the amount initially studied,
will not require that any additional studies be performed or that any
further upgrades associated with such Large Generating Facility be
undertaken, regardless of whether or not such Large Generating
Facility is ever designated by a Network Customer as a Network
Resource and regardless of changes in ownership of the Large
Generating Facility. However, the reduction or elimination of
congestion or redispatch costs may require additional studies and the
construction of additional upgrades.
To the extent Interconnection Customer enters into an arrangement
for long term transmission service for deliveries from the Large
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Generating Facility outside Transmission Provider's Transmission
System, such request may require additional studies and upgrades in
order for Transmission Provider to grant such request.
4.2 Provision of Service. Transmission Provider shall provide Interconnection
Service for the Large Generating Facility at the Point oflnterconnection.
4.3 Performance Standards. Each Party shall perform all of its obligations under
this LGIA in accordance with Applicable Laws and Regulations, Applicable
Reliability Standards, and Good Utility Practice, and to the extent a Party is
required or prevented or limited in taking any action by such regulations and
standards, such Party shall not be deemed to be in Breach of this LGIA for its
compliance therewith. If such Party is a Transmission Provider or Transmission
Owner, then that Party shall amend the LGIA and submit the amendment to FERC
for approval.
4.4 No Transmission Delivery Service. The execution of this LGIA does not
constitute a request for, nor the provision of, any transmission delivery service
under Transmission Provider's Tariff, and does not convey any right to deliver
electricity to any specific customer or Point of Delivery.
4.5 Interconnection Customer Provided Services. The services provided by
Interconnection Customer under this LGIA are set forth in Article 9.6 and Article
13.5.1. Interconnection Customer shall be paid for such services in accordance
with Article 11.6.
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Article 5. Interconnection Facilities Engineering, Procurement, and Construction
5.1 Options. Unless otherwise mutually agreed to between the Parties,
Interconnection Customer shall select the In-Service Date, Initial Synchronization
Date, and Commercial Operation Date; and either Standard Option or Alternate
Option set forth below for completion of Transmission Provider's Interconnection
Facilities and Network Upgrades as set forth in Attachment A, Interconnection
Facilities and Network Upgrades, and such dates and selected option shall be set
forth in Appendix B, Milestones.
5.1.1 Standard Option. Transmission Provider shall design, procure, and
construct Transmission Provider's Interconnection Facilities and Network
Upgrades, using Reasonable Efforts to complete Transmission Provider's
Interconnection Facilities and Network Upgrades by the dates set forth in
Appendix B, Milestones. Transmission Provider shall not be required to
undertake any action which is inconsistent with its standard safety
practices, its material and equipment specifications , its design criteria and
construction procedures, its labor agreements, and Applicable Laws and
Regulations. In the event Transmission Provider reasonably expects that it
will not be able to complete Transmission Provider's Interconnection
Facilities and Network Upgrades by the specified dates, Transmission
Provider shall promptly provide written notice to Interconnection Customer
and shall undertake Reasonable Efforts to meet the earliest dates thereafter.
5.1.2 Alternate Option. If the dates designated by Interconnection Customer are
acceptable to Transmission Provider, Transmission Provider shall so notify
Interconnection Customer within thirty (30) Calendar Days, and shall
assume responsibility for the design, procurement and construction of
Transmission Provider's Interconnection Facilities by the designated dates.
If Transmission Provider subsequently fails to complete Transmission
Provider's Interconnection Facilities by the In-Service Date, to the extent
necessary to provide back feed power; or fails to complete Network
Upgrades by the Initial Synchronization Date to the extent necessary to
allow for Trial Operation at full power output, unless other arrangements
are made by the Parties for such Trial Operation; or fails to complete the
Network Upgrades by the Commercial Operation Date, as such dates are
reflected in Attachment B, Milestones; Transmission Provider shall pay
Interconnection Customer liquidated damages in accordance with Article
5.3, Liquidated Damages, provided, however, the dates designated by
Interconnection Customer shall be extended day for day for each day that
the applicable R TO or ISO refuses to grant clearances to install equipment.
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5.1.3 Option to Build. If the dates designated by Interconnection Customer are
not acceptable to Transmission Provider, Transmission Provider shall so
notify Interconnection Customer within thirty (30) Calendar Days, and
unless the Parties agree otherwise, Interconnection Customer shall have the
option to assume responsibility for the design, procurement and
construction of Transmission Provider's Interconnection Facilities and
Stand Alone Network Upgrades on the dates specified in Article 5.1.2.
Transmission Provider and Interconnection Customer must agree as to what
constitutes Stand Alone Network Upgrades and identify such Stand Alone
Network Upgrades in Attachment A. Except for Stand Alone Network
Upgrades, Interconnection Customer shall have no right to construct
Network Upgrades under this option.
5.1.4 Negotiated Option. If Interconnection Customer elects not to exercise its
option under Article 5 .1.3, Option to Build, Interconnection Customer shall
so notify Transmission Provider within thirty (30) Calendar Days, and the
Parties shall in good faith attempt to negotiate terms and conditions
(including revision of the specified dates and liquidated damages, the
provision of incentives or the procurement and construction of a portion of
Transmission Provider's Interconnection Facilities and Stand Alone
Network Upgrades by Interconnection Customer) pursuant to which
Transmission Provider is responsible for the design, procurement and
construction of Transmission Provider's Interconnection Facilities and
Network Upgrades. If the Parties are unable to reach agreement on such
terms and conditions, Transmission Provider shall assume responsibility for
the design, procurement and construction of Transmission Provider's
Interconnection Facilities and Network Upgrades pursuant to 5.1.1,
Standard Option.
5.2 General Conditions Applicable to Option to Build. If Interconnection
Customer assumes responsibility for the design, procurement and construction of
Transmission Provider's Interconnection Facilities and Stand Alone Network
Upgrades,
(1) Interconnection Customer shall engineer, procure equipment, and
construct Transmission Provider's Interconnection Facilities and Stand
Alone Network Upgrades (or portions thereof) using Good Utility Practice
and using standards and specifications provided in advance by
Transmission Provider;
(2) Interconnection Customer's engineering, procurement and construction of
Transmission Provider's Interconnection Facilities and Stand Alone
Network Upgrades shall comply with all requirements oflaw to which
Transmission Provider would be subject in the engineering, procurement
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or construction of Transmission Provider's Interconnection Facilities and
Stand Alone Network Upgrades;
(3) Transmission Provider shall review and approve the engineering design,
equipment acceptance tests, and the construction of Transmission
Provider's Interconnection Facilities and Stand Alone Network Upgrades;
( 4) prior to commencement of construction, Interconnection Customer shall
provide to Transmission Provider a schedule for construction of
Transmission Provider's Interconnection Facilities and Stand Alone
Network Upgrades, and shall promptly respond to requests for information
from Transmission Provider;
(5) at any time during construction, Transmission Provider shall have the right
to gain unrestricted access to Transmission Provider's Interconnection
Facilities and Stand Alone Network Upgrades and to conduct inspections
of the same;
(6) at any time during construction, should any phase of the engineering,
equipment procurement, or construction of Transmission Provider's
Interconnection Facilities and Stand Alone Network Upgrades not meet
the standards and specifications provided by Transmission Provider,
Interconnection Customer shall be obligated to remedy deficiencies in that
portion of Transmission Provider's Interconnection Facilities and Stand
Alone Network Upgrades;
(7) Interconnection Customer shall indemnify Transmission Provider for
claims arising from Interconnection Customer's construction of
Transmission Provider's Interconnection Facilities and Stand Alone
Network Upgrades under the terms and procedures applicable to Article
18.1 Indemnity;
(8) Interconnection Customer shall transfer control of Transmission Provider's
Interconnection Facilities and Stand Alone Network Upgrades to
Transmission Provider;
(9) Unless Parties otherwise agree, Interconnection Customer shall transfer
ownership of Transmission Provider's Interconnection Facilities and
Stand-Alone Network Upgrades to Transmission Provider;
(10) Transmission Provider shall approve and accept for operation and
maintenance Transmission Provider's Interconnection Facilities and Stand
Alone Network Upgrades to the extent engineered, procured, and
constructed in accordance with this Article 5.2; and
(11) Interconnection Customer shall deliver to Transmission Provider "as-built"
drawings, information, and any other documents that are reasonably
required by Transmission Provider to assure that the Interconnection
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Facilities and Stand-Alone Network Upgrades are built to the standards
and specifications required by Transmission Provider.
5.3 Liquidated Damages. The actual damages to Interconnection Customer, in the
event Transmission Provider's Interconnection Facilities or Network Upgrades are
not completed by the dates designated by Interconnection Customer and accepted
by Transmission Provider pursuant to subparagraphs 5.1.2 or 5.1.4, above, may
include Interconnection Customer's fixed operation and maintenance costs and lost
opportunity costs. Such actual damages are uncertain and impossible to determine
at this time. Because of such uncertainty, any liquidated damages paid by
Transmission Provider to Interconnection Customer in the event that Transmission
Provider does not complete any portion of Transmission Provider's
Interconnection Facilities or Network Upgrades by the applicable dates, shall be
an amount equal to ½ of 1 percent per day of the actual cost of Transmission
Provider's Interconnection Facilities and Network Upgrades, in the aggregate, for
which Transmission Provider has assumed responsibility to design, procure and
construct.
However, in no event shall the total liquidated damages exceed 20 percent of the
actual cost of Transmission Provider's Interconnection Facilities and Network
Upgrades for which Transmission Provider has assumed responsibility to design,
procure, and construct. The foregoing payments will be made by Transmission
Provider to Interconnection Customer as just compensation for the damages
caused to Interconnection Customer, which actual damages are uncertain and
impossible to determine at this time, and as reasonable liquidated damages, but not
as a penalty or a method to secure performance of this LGIA. Liquidated
damages, when the Parties agree to them, are the exclusive remedy for the
Transmission Provider's failure to meet its schedule.
No liquidated damages shall be paid to Interconnection Customer if: (1)
Interconnection Customer is not ready to commence use of Transmission
Provider's Interconnection Facilities or Network Upgrades to take the delivery of
power for the Large Generating Facility's Trial Operation or to export power from
the Large Generating Facility on the specified dates, unless Interconnection
Customer would have been able to commence use of Transmission Provider's
Interconnection Facilities or Network Upgrades to take the delivery of power for
Large Generating Facility's Trial Operation or to export power from the Large
Generating Facility, but for Transmission Provider's delay; (2) Transmission
Provider's failure to meet thespecified dates is the result of the action or inaction of
Interconnection Customer or any other Interconnection Customer who has entered
into an LGIA with Transmission Provider or any cause beyond Transmission
Provider's reasonable control or reasonable ability to cure; (3) the Interconnection
Customer has assumed responsibility for the design, procurement and construction
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of Transmission Provider's Interconnection Facilities and Stand Alone Network
Upgrades; or (4) the Parties have otherwise agreed.
5.4 Power System Stabilizers. The Interconnection Customer shall procure, install,
maintain and operate Power System Stabilizers in accordance with the guidelines
and procedures established by the Applicable Reliability Council. Transmission
Provider reserves the right to reasonably establish minimum acceptable settings
for any installed Power System Stabilizers, subject to the design and operating
limitations of the Large Generating Facility. If the Large Generating Facility's
Power System Stabilizers are removed from service or not capable of automatic
operation, Interconnection Customer shall immediately notify Transmission
Provider's system operator, or its designated representative. The requirements of
this paragraph shall not apply to wind generators.
5.5 Equipment Procurement. If responsibility for construction of Transmission
Provider's Interconnection Facilities or Network Upgrades is to be borne by
Transmission Provider, then Transmission Provider shall commence design of
Transmission Provider's Interconnection Facilities or Network Upgrades and
procure necessary equipment as soon as practicable after all of the following
conditions are satisfied, unless the Parties otherwise agree in writing:
5.5.1 Transmission Provider has completed the Facilities Study pursuant to the
Facilities Study Agreement;
5.5.2 Transmission Provider has received written authorization to proceed with
design and procurement from Interconnection Customer by the date
specified in Attachment B, Milestones; and
5.5.3 Interconnection Customer has provided security to Transmission Provider
in accordance with Article 11.5 by the dates specified in Attachment B,
Milestones.
5.6 Construction Commencement. Transmission Provider shall commence
construction of Transmission Provider's Interconnection Facilities and Network
Upgrades for which it is responsible as soon as practicable after the following
additional conditions are satisfied:
5.6.1 Approval of the appropriate Governmental Authority has been obtained for
any facilities requiring regulatory approval;
5.6.2 Necessary real property rights and rights-of-way have been obtained, to the
extent required for the construction of a discrete aspect of Transmission
Provider's Interconnection Facilities and Network Upgrades;
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5.6.3 Transmission Provider has received written authorization to proceed with
construction from Interconnection Customer by the date specified in
Attachment B, Milestones; and
5.6.4 Interconnection Customer has provided security to Transmission Provider
in accordance with Article 11.5 by the dates specified in Attachment B,
Milestones.
5.7 Work Progress. The Parties will keep each other advised periodically as to the
progress of their respective design, procurement and construction efforts. Either
Party may, at any time, request a progress report from the other Party. If, at any
time, Interconnection Customer determines that the completion of Transmission
Provider's Interconnection Facilities will not be required until after the specified
In-Service Date, Interconnection Customer will provide written notice to
Transmission Provider of such later date upon which the completion of
Transmission Provider's Interconnection Facilities will be required.
5.8 Information Exchange. As soon as reasonably practicable after the Effective
Date, the Parties shall exchange information regarding the design and
compatibility of the Parties' Interconnection Facilities and compatibility of the
Interconnection Facilities with Transmission Provider's Transmission System, and
shall work diligently and in good faith to make any necessary design changes.
5.9 Limited Operation. If any of Transmission Provider's Interconnection Facilities
or Network Upgrades are not reasonably expected to be completed prior to the
Commercial Operation Date of the Large Generating Facility, Transmission
Provider shall, upon the request and at the expense of Interconnection Customer,
perform operating studies on a timely basis to determine the extent to which the
Large Generating Facility and Interconnection Customer's Interconnection
Facilities may operate prior to the completion of Transmission Provider's
Interconnection Facilities or Network Upgrades consistent with Applicable Laws
and Regulations, Applicable Reliability Standards, Good Utility Practice, and this
LGIA. Transmission Provider shall permit Interconnection Customer to operate
the Large Generating Facility and Interconnection Customer's Interconnection
Facilities in accordance with the results of such studies.
5 .10 Interconnection Customer's Interconnection Facilities ('ICIF').
Interconnection Customer shall, at its expense, design, procure, construct, own and
install the ICIF, as set forth in Attachment A, Interconnection Facilities, Network
Upgrades and Distribution Upgrades.
5.10.1 Interconnection Customer's Interconnection Facility Specifications.
Interconnection Customer shall submit initial specifications for the ICIF,
including System Protection Facilities, to Transmission Provider at least
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one hundred eighty (180) Calendar Days prior to the Initial
Synchronization Date; and final specifications for review and comment at
least ninety (90) Calendar Days prior to the Initial Synchronization Date.
Transmission Provider shall review such specifications to ensure that the
ICIF are compatible with the technical specifications, operational control,
and safety requirements of Transmission Provider and comment on such
specifications within thirty (30) Calendar Days oflnterconnection
Customer's submission. All specifications provided hereunder shall be
deemed confidential.
5.10.2 Transmission Provider's Review. Transmission Provider's review of
Interconnection Customer's final specifications shall not be construed as
confirming, endorsing, or providing a warranty as to the design, fitness,
safety, durability or reliability of the Large Generating Facility, or the ICIF.
Interconnection Customer shall make such changes to the ICIF as may
reasonably be required by Transmission Provider, in accordance with Good
Utility Practice, to ensure that the ICIF are compatible with the technical
specifications, operational control, and safety requirements of Transmission
Provider.
5.10.3 ICIF Construction. The ICIF shall be designed and constructed in
accordance with Good Utility Practice. Within one hundred twenty (120)
Calendar Days after the Commercial Operation Date, unless the Parties
agree on another mutually acceptable deadline, Interconnection Customer
shall deliver to Transmission Provider "as-built" drawings, information and
documents for the ICIF, such as: a one-line diagram, a site plan showing
the Large Generating Facility and the ICIF, plan and elevation drawings
showing the layout of the ICIF, a relay functional diagram, relaying AC
and DC schematic wiring diagrams and relay settings for all facilities
associated with Interconnection Customer's step-up transformers, the
facilities connecting the Large Generating Facility to the step-up
transformers and the ICIF, and the impedances (determined by factory
tests) for the associated step-up transformers and the Large Generating
Facility. The Interconnection Customer shall provide Transmission
Provider specifications for the excitation system, automatic voltage
regulator, Large Generating Facility control and protection settings,
transformer tap settings , and communications, if applicable.
5.11 Transmission Provider's Interconnection Facilities Construction.
Transmission Provider's Interconnection Facilities shall be designed and
constructed in accordance with Good Utility Practice. Upon request, within one
hundred twenty (120) Calendar Days after the Commercial Operation Date, unless
the Parties agree on another mutually acceptable deadline, Transmission Provider
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shall deliver to Interconnection Customer the following "as-built" drawings,
information and documents for Transmission Provider's Interconnection Facilities
[include appropriate drawings and relay diagrams].
Transmission Provider will obtain control of Transmission Provider's
Interconnection Facilities and Stand Alone Network Upgrades upon completion of
such facilities.
5.12 Access Rights. Upon reasonable notice and supervision by a Party, and subject to
any required or necessary regulatory approvals, a Party ("Granting Party") shall
furnish at no cost to the other Party ("Access Party") any rights of use, licenses,
rights of way and easements with respect to lands owned or controlled by the
Granting Party, its agents (if allowed under the applicable agency agreement), or
any Affiliate, that are necessary to enable the Access Party to obtain ingress and
egress to construct, operate, maintain, repair, test ( or witness testing), inspect,
replace or remove facilities and equipment to:
(i) interconnect the Large Generating Facility with the Transmission System;
(ii) operate and maintain the Large Generating Facility, the Interconnection
Facilities and the Transmission System; and
(iii) disconnect or remove the Access Party's facilities and equipment upon
termination of this LGIA.
In exercising such licenses, rights of way and easements, the Access Party shall
not unreasonably disrupt or interfere with normal operation of the Granting Party's
business and shall adhere to the safety rules and procedures established in
advance, as may be changed from time to time, by the Granting Party and
provided to the Access Party.
5 .13 Lands of Other Property Owners. If any part of Transmission Provider or
Transmission Owner's Interconnection Facilities and/or Network Upgrades is to be
installed on property owned by persons other than Interconnection Customer or
Transmission Provider or Transmission Owner, Transmission Provider or
Transmission Owner shall at Interconnection Customer's expense use efforts,
similar in nature and extent to those that it typically undertakes on its own behalf
or on behalf of its Affiliates, including use of its eminent domain authority, and to
the extent consistent with state law, to procure from such persons any rights of
use, licenses, rights of way and easements that are necessary to construct, operate,
maintain, test, inspect, replace or remove Transmission Provider or Transmission
Owner's Interconnection Facilities and/or Network Upgrades upon such property.
5.14 Permits. Transmission Provider or Transmission Owner and Interconnection
Customer shall cooperate with each other in good faith in obtaining all permits,
licenses, and authorizations that are necessary to accomplish the interconnection in
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compliance with Applicable Laws and Regulations. With respect to this
paragraph, Transmission Provider or Transmission Owner shall provide permitting
assistance to Interconnection Customer comparable to that provided to
Transmission Provider's own, or an Affiliate's generation.
5.15 Early Construction of Base Case Facilities. Interconnection Customer may
request Transmission Provider to construct, and Transmission Provider shall
construct, using Reasonable Efforts to accommodate Interconnection Customer's
In-Service Date, all or any portion of any Network Upgrades required for
Interconnection Customer to be interconnected to the Transmission System which
are included in the Base Case of the Facilities Study for Interconnection Customer,
and which also are required to be constructed for another Interconnection
Customer, but where such construction is not scheduled to be completed in time to
achieve Interconnection Customer's In-Service Date.
5.16 Suspension. Interconnection Customer reserves the right, upon written notice to
Transmission Provider, to suspend at any time all work by Transmission Provider
associated with the construction and installation of Transmission Provider's
Interconnection Facilities and/or Network Upgrades required under this LGIA
with the condition that Transmission System shall be left in a safe and reliable
condition in accordance with Good Utility Practice and Transmission Provider's
safety and reliability criteria. In such event, Interconnection Customer shall be
responsible for all reasonable and necessary costs which Transmission Provider (i)
has incurred pursuant to this LGIA prior to the suspension and (ii) incurs in
suspending such work, including any costs incurred to perform such work as may
be necessary to ensure the safety of persons and property and the integrity of the
Transmission System during such suspension and, if applicable, any costs incurred
in connection with the cancellation or suspension of material, equipment and labor
contracts which Transmission Provider cannot reasonably avoid; provided,
however, that prior to canceling or suspending any such material, equipment or
labor contract, Transmission Provider shall obtain Interconnection Customer's
authorization to do so.
Transmission Provider shall invoice Interconnection Customer for such costs
pursuant to Article 12 and shall use due diligence to minimize its costs. In the
event Interconnection Customer suspends work by Transmission Provider required
under this LGIA pursuant to this Article 5 .16, and has not requested Transmission
Provider to recommence the work required under this LGIA on or before the
expiration of three (3) years following commencement of such suspension, this
LGIA shall be deemed terminated. The three-year period shall begin on the date
the suspension is requested, or the date of the written notice to Transmission
Provider, if no effective date is specified.
5.17 Taxes.
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5.17.1 Interconnection Customer Payments Not Taxable. The Parties intend
that all payments or property transfers made by Interconnection Customer
to Transmission Provider for the installation of Transmission Provider's
Interconnection Facilities and the Network Upgrades shall be non-taxable,
either as contributions to capital, or as an advance, in accordance with the
Internal Revenue Code and any applicable state income tax laws and shall
not be taxable as contributions in aid of construction or otherwise under the
1 Internal Revenue Code and any applicable state income tax laws.
5.17.2 Representations and Covenants. In accordance with IRS Notice 2001-82
and IRS Notice 88-129, Interconnection Customer represents and covenants
that (i) ownership of the electricity generated at the Large Generating
Facility will pass to another party prior to the transmission of the electricity
on the Transmission System, (ii) for income tax purposes, the amount of
any payments and the cost of any property transferred to Transmission
Provider for Transmission Provider's Interconnection Facilities will be
capitalized by Interconnection Customer as an intangible asset and
recovered using the straight-line method over a useful life of twenty (20)
years, and (iii) any portion of Transmission Provider's Interconnection
Facilities that is a "dual-use intertie," within the meaning ofIRS Notice 88-
129, is reasonably expected to carry only a de minimis amount of electricity
in the direction of the Large Generating Facility. For this purpose, "de
minimis amount" means no more than 5 percent of the total power flows in
both directions, calculated in accordance with the "5 percent test" set forth
in IRS Notice 88-129. This is not intended to be an exclusive list of the
relevant conditions that must be met to conform to IRS requirements for
non-taxable treatment.
At Transmission Provider's request, Interconnection Customer shall provide
Transmission Provider with a report from an independent engineer
confirming its representation in clause (iii), above. Transmission Provider
represents and covenants that the cost of Transmission Provider's
Interconnection Facilities paid for by Interconnection Customer will have
no net effect on the base upon which rates are determined.
5.17.3 Indemnification for the Cost Consequences of Current Tax Liability
Imposed Upon the Transmission Provider. Notwithstanding Article
5 .17 .1, Interconnection Customer shall protect, indemnify and hold
harmless Transmission Provider from the cost consequences of any current
tax liability imposed against Transmission Provider as the result of
payments or property transfers made by Interconnection Customer to
Transmission Provider under this LGIA for Interconnection Facilities, as
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well as any interest and penalties, other than interest and penalties
attributable to any delay caused by Transmission Provider.
Transmission Provider shall not include a gross-up for the cost
consequences of any current tax liability in the amounts it charges
Interconnection Customer under this LGIA unless (i) Transmission
Provider has determined, in good faith, that the payments or property
transfers made by Interconnection Customer to Transmission Provider
should be reported as income subject to taxation or (ii) any Governmental
Authority directs Transmission Provider to report payments or property as
income subject to taxation: provided. however, that Transmission Provider
may require Interconnection Customer to provide security for
Interconnection Facilities, in a form reasonably acceptable to Transmission
Provider (such as a parental guarantee or a letter of credit), in an amount
equal to the cost consequences of any current tax liability under this Article
5.17. Interconnection Customer shall reimburse Transmission Provider for
such costs on a fully grossed-up basis, in accordance with Article 5 .1 7.4,
within thirty (30) Calendar Days of receiving written notification from
Transmission Provider of the amount due, including detail about how the
amount was calculated.
The indemnification obligation shall terminate at the earlier of ( 1) the
expiration of the ten year testing period and the applicable statute of
limitation, as it may be extended by Transmission Provider upon request of
the IRS, to keep these years open for audit or adjustment, or (2) the
occurrence of a subsequent taxable event and the payment of any related
indemnification obligations as contemplated by this Article 5.17.
5.17.4 Tax Gross-Up Amount. Interconnection Customer's liability for the cost
consequences of any current tax liability under this Article 5.17 shall be
calculated on a fully grossed-up basis. Except as may otherwise be agreed
to by the parties, this means that Interconnection Customer will pay
Transmission Provider, in addition to the amount paid for the
Interconnection Facilities and Network Upgrades, an amount equal to (1)
the current taxes imposed on Transmission Provider ("Current Taxes") on
the excess of (a) the gross income realized by Transmission Provider as a
result of payments or property transfers made by Interconnection Customer
to Transmission Provider under this LGIA (without regard to any payments
under this Article 5.17) (the "Gross Income Amount") over (b) the present
value of future tax deductions for depreciation that will be available as a
result of such payments or property transfers ( the "Present Value
Depreciation Amount"), plus (2) an additional amount sufficient to permit
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Transmission Provider to receive and retain, after the payment of all
Current Taxes, an amount equal to the net amount described in clause (1).
For this purpose, (i) Current Taxes shall be computed based on
Transmission Provider's composite federal and state tax rates at the time the
payments or property transfers are received and Transmission Provider will
be treated as being subject to tax at the highest marginal rates in effect at
that time (the "Current Tax Rate"), and (ii) the Present Value Depreciation
Amount shall be computed by discounting Transmission Provider's
anticipated tax depreciation deductions as a result of such payments or
property transfers by Transmission Provider's current weighted average cost
of capital.
Thus, the formula for calculating Interconnection Customer's liability to
Transmission Owner pursuant to this Article 5 .17.4 can be expressed as
follows: (Current Tax Rate x (Gross Income Amount-Present Value of
Tax Depreciation))/(1-Current Tax Rate). Interconnection Customer's
estimated tax liability in the event taxes are imposed shall be stated in
Attachment A, Interconnection Facilities, Network Upgrades and
Distribution Upgrades.
5.17.5 Private Letter Ruling or Change or Clarification of Law. At
Interconnection Customer's request and expense, Transmission Provider
shall file with the IRS a request for a private letter ruling as to whether any
property transferred or sums paid, or to be paid, by Interconnection
Customer to Transmission Provider under this LGIA are subject to federal
income taxation. Interconnection Customer will prepare the initial draft of
the request for a private letter ruling, and will certify under penalties of
perjury that all facts represented in such request are true and accurate to the
best of Interconnection Customer's knowledge. Transmission Provider and
Interconnection Customer shall cooperate in good faith with respect to the
submission of such request.
Transmission Provider shall keep Interconnection Customer fully informed
of the status of such request for a private letter ruling and shall execute
either a privacy act waiver or a limited power of attorney, in a form
acceptable to the IRS, that authorizes Interconnection Customer to
participate in all discussions with the IRS regarding such request for a
private letter ruling. Transmission Provider shall allow Interconnection
Customer to attend all meetings with IRS officials about the request and
shall permit Interconnection Customer to prepare the initial drafts of any
follow-up letters in connection with the request.
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5.17.6 Subsequent Taxable Events. If, within 10 years from the date on which
the relevant Transmission Provider's Interconnection Facilities are placed in
service, (i) Interconnection Customer Breaches the covenants contained in
Article 5 .17 .2, (ii) a "disqualification event" occurs within the meaning of
IRS Notice 88-129, or (iii) this LGIA terminates and Transmission Provider
retains ownership of the Interconnection Facilities and Network Upgrades,
Interconnection Customer shall pay a tax gross-up for the cost
consequences of any current tax liability imposed on Transmission
Provider, calculated using the methodology described in Article 5.17.4 and
in accordance with IRS Notice 90-60.
5.17.7 Contests. In the event any Governmental Authority determines that
Transmission Provider's receipt of payments or property constitutes income
that is subject to taxation, Transmission Provider shall notify
Interconnection Customer, in writing, within thirty (30) Calendar Days of
receiving notification of such determination by a Governmental Authority.
Upon the timely written request by Interconnection Customer and at
Interconnection Customer's sole expense, Transmission Provider may
appeal, protest, seek abatement of, or otherwise oppose such determination.
Upon Interconnection Customer's written request and sole expense,
Transmission Provider may file a claim for refund with respect to any taxes
paid under this Article 5.17, whether or not it has received such a
determination. Transmission Provider reserves the right to make all
decisions with regard to the prosecution of such appeal, protest, abatement
or other contest, including the selection of counsel and compromise or
settlement of the claim, but Transmission Provider shall keep
Interconnection Customer informed, shall consider in good faith
suggestions from Interconnection Customer about the conduct of the
contest, and shall reasonably permit Interconnection Customer or an
Interconnection Customer representative to attend contest proceedings.
Interconnection Customer shall pay to Transmission Provider on a periodic
basis, as invoiced by Transmission Provider, Transmission Provider's
documented reasonable costs of prosecuting such appeal, protest, abatement
or other contest. At any time during the contest, Transmission Provider
may agree to a settlement either with Interconnection Customer's consent or
after obtaining written advice from nationally-recognized tax counsel,
selected by Transmission Provider, but reasonably acceptable to
Interconnection Customer, that the proposed settlement represents a
reasonable settlement given the hazards of litigation. Interconnection
Customer's obligation shall be based on the amount of the settlement agreed
to by Interconnection Customer, or if a higher amount, so much of the
settlement that is supported by the written advice from nationally-
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recognized tax counsel selected under the terms of the preceding sentence.
The settlement amount shall be calculated on a fully grossed-up basis to
cover any related cost consequences of the current tax liability. Any
settlement without Interconnection Customer's consent or such written
advice will relieve Interconnection Customer from any obligation to
indemnify Transmission Provider for the tax at issue in the contest.
5.17.8 Refund. In the event that (a) a private letter ruling is issued to
Transmission Provider which holds that any amount paid or the value of
any property transferred by Interconnection Customer to Transmission
Provider under the terms of this LGIA is not subject to federal income
taxation, (b) any legislative change or administrative announcement, notice,
ruling or other determination makes it reasonably clear to Transmission
Provider in good faith that any amount paid or the value of any property
transferred by Interconnection Customer to Transmission Provider under
the terms of this LGIA is not taxable to Transmission Provider, (c) any
abatement, appeal, protest, or other contest results in a determination that
any payments or transfers made by Interconnection Customer to
Transmission Provider are not su~ject to federal income tax, or ( d) if
Transmission Provider receives a refund from any taxing authority for any
overpayment of tax attributable to any payment or property transfer made
by Interconnection Customer to Transmission Provider pursuant to this
LGIA, Transmission Provider shall promptly refund to Interconnection
Customer the following:
(i) any payment made by Interconnection Customer under this Article
5.17 for taxes that is attributable to the amount determined to be non-
taxable, together with interest thereon,
(ii) interest on any amount paid by Interconnection Customer to
Transmission Provider for such taxes which Transmission Provider
did not submit to the taxing authority, calculated in accordance with
the methodology set forth in FERC's regulations at 18 CFR
§35.19a(a)(2)(iii) from the date payment was made by Interconnection
Customer to the date Transmission Provider refunds such payment to
Interconnection Customer, and
(iii) with respect to any such taxes paid by Transmission Provider, any
refund or credit Transmission Provider receives or to which it may be
entitled from any Governmental Authority, interest (or that portion
thereof attributable to the payment described in clause (i), above)
owed to Transmission Provider for such overpayment of taxes
(including any reduction in interest otherwise payable by
Transmission Provider to any Governmental Authority resulting from
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an offset or credit): prov ided. however, that Transmission Provider
will remit such amount promptly to Interconnection Customer only
after and to the extent that Transmission Provider has received a tax
refund, credit or offset from any Governmental Authority for any
applicable overpayment of income tax related to Transmission
Provider's Interconnection Facilities.
The intent of this provision is to leave the Parties, to the extent practicable,
in the event that no taxes are due with respect to any payment for
Interconnection Facilities and Network Upgrades hereunder, in the same
position they would have been in had no such tax payments been made.
5.17.9 Taxes Other Than Income Taxes. Upon the timely request by
Interconnection Customer, and at Interconnection Customer's sole expense,
Transmission Provider may appeal, protest, seek abatement of, or otherwise
contest any tax ( other than federal or state income tax) asserted or assessed
against Transmission Provider for which Interconnection Customer may be
required to reimburse Transmission Provider under the terms of this LGIA.
Interconnection Customer shall pay to Transmission Provider on a periodic
basis, as invoiced by Transmission Provider, Transmission Provider's
documented reasonable costs of prosecuting such appeal, protest,
abatement, or other contest. Interconnection Customer and Transmission
Provider shall cooperate in good faith with respect to any such contest.
Unless the payment of such taxes is a prerequisite to an appeal or
abatement or cannot be deferred, no amount shall be payable by
Interconnection Customer to Transmission Provider for such taxes until
they are assesed by a final, non-appealable or by any court or agency of
competent jurisdiction. In the event that a tax payment is withheld and
ultimately due and payable after appeal, Interconnection Customer will be
responsible for all taxes, interest and penalties, other than penalties
attributable to any delay caused by Transmission Provider.
5.17.10 Transmission Owners Who Are Not Transmission Providers. If
Transmission Provider is not the same entity as the Transmission Owner,
then (i) all references in this Article 5.17 to Transmission Provider shall be
deemed also to refer to and to include the Transmission Owner, as
appropriate, and (ii) this LGIA shall not become effective until such
Transmission Owner shall have agreed in writing to assume all of the duties
and obligations of Transmission Provider under this Article 5 .17 of this
LGIA.
5.18 Tax Status. Each Party shall cooperate with the other to maintain the other
Party's tax status. Nothing in this LGIA is intended to adversely affect any
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Transmission Provider's tax exempt status with respect to the issuance of bonds
including, but not limited to, Local Furnishing Bonds.
5.19 Modification.
5.19.1 General. Either Party may undertake modifications to its facilities. If a
Party plans to undertake a modification that reasonably may be expected to
affect the other Party's facilities, that Party shall provide to the other Party
sufficient information regarding such modification so that the other Party
may evaluate the potential impact of such modification prior to
commencement of the work. Such information shall be deemed to be
confidential hereunder and shall include information concerning the timing
of such modifications and whether such modifications are expected to
interrupt the flow of electricity from the Large Generating Facility. The
Party desiring to perform such work shall provide the relevant drawings,
plans, and specifications to the other Party at least ninety (90) Calendar
Days in advance of the commencement of the work or such shorter period
upon which the Parties may agree, which agreement shall not unreasonably
be withheld, conditioned or delayed.
In the case of Large Generating Facility modifications that do not require
Interconnection Customer to submit an Interconnection Request,
Transmission Provider shall provide, within thirty (30) Calendar Days (or
such other time as the Parties may agree), an estimate of any additional
modifications to the Transmission System, Transmission Provider's
Interconnection Facilities or Network Upgrades necessitated by such
Interconnection Customer modification and a good faith estimate of the
costs thereof.
5.19.2 Standards. Any additions, modifications, or replacements made to a
Party's facilities shall be designed, constructed and operated in accordance
with this LGIA and Good Utility Practice.
5.19.3 Modification Costs. Interconnection Customer shall not be directly
assigned for the costs of any additions, modifications, or replacements that
Transmission Provider makes to Transmission Provider's Interconnection
Facilities or the Transmission System to facilitate the interconnection of a
third party to Transmission Provider's Interconnection Facilities or the
Transmission System, or to provide transmission service to a third party
under Transmission Provider's Tariff. Interconnection Customer shall be
responsible for the costs of any additions, modifications, or replacements to
Interconnection Customer's Interconnection Facilities that may be
necessary to maintain or upgrade such Interconnection Customer's
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Interconnection Facilities consistent with Applicable Laws and
Regulations, Applicable Reliability Standards or Good Utility Practice.
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Article 6. Testing and Inspection
6.1 Pre-Commercial Operation Date Testing and Modifications. Prior to the
Commercial Operation Date, Transmission Provider shall test Transmission
Provider's Interconnection Facilities and Network Upgrades and Interconnection
Customer shall test the Large Generating Facility and Interconnection Customer's
Interconnection Facilities to ensure their safe and reliable operation. Similar
testing may be required after initial operation. Each Party shall make any
modifications to its facilities that are found to be necessary as a result of such
testing. Interconnection Customer shall bear the cost of all such testing and
modifications. Interconnection Customer shall generate test energy at the Large
Generating Facility only if it has arranged for the delivery of such test energy.
6.2 Post-Commercial Operation Date Testing and Modifications. Each Party shall
at its own expense perform routine inspection and testing of its facilities and
equipment in accordance with Good Utility Practice as may be necessary to ensure
the continued interconnection of the Large Generating Facility with the
Transmission System in a safe and reliable manner. Each Party shall have the
right, upon advance written notice, to require reasonable additional testing of the
other Party's facilities, at the requesting Party's expense, as may be in
accordance with Good Utility Practice.
6.3 Right to Observe Testing. Each Party shall notify the other Party in advance of
its performance of tests of its Interconnection Facilities. The other Party has the
right, at its own expense, to observe such testing.
6.4 Right to Inspect. Each Party shall have the right, but shall have no obligation to:
(i) observe the other Party's tests and/or inspection of any of its System Protection
Facilities and other protective equipment, including Power System Stabilizers;
(ii) review the settings of the other Party's System Protection Facilities and other
protective equipment; and (iii) review the other Party's maintenance records
relative to the Interconnection Facilities, the System Protection Facilities and other
protective equipment. A Party may exercise these rights from time to time as it
deems necessary upon reasonable notice to the other Party. The exercise or non-
exercise by a Party of any such rights shall not be construed as an endorsement or
confirmation of any element or condition of the Interconnection Facilities or the
System Protection Facilities or other protective equipment or the operation
thereof, or as a warranty as to the fitness, safety, desirability, or reliability of same.
Any information that a Party obtains through the exercise of any of its rights under
this Article 6.4 shall be deemed to be Confidential Information and treated
pursuant to Article 22 of this LGIA.
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Article 7. Metering
7 .1 General. Each Party shall comply with the Applicable Reliability Council
requirements. Unless otherwise agreed by the Parties, Transmission Provider shall
install Metering Equipment at the Point of Interconnection prior to any operation
of the Large Generating Facility and shall own, operate, test and maintain such
Metering Equipment. Power flows to and from the Large Generating Facility shall
be measured at or, at Transmission Provider's option, compensated to, the Point of
Interconnection. Transmission Provider shall provide metering quantities, in
analog and/or digital form, to Interconnection Customer upon request.
Interconnection Customer shall bear all reasonable documented costs associated
with the purchase, installation, operation, testing and maintenance of the Metering
Equipment.
7.2 Check Meters. Interconnection Customer, at its option and expense, may install
and operate, on its premises and on its side of the Point of Interconnection, one or
more check meters to check Transmission Provider's meters. Such check meters
shall be for check purposes only and shall not be used for the measurement of
power flows for purposes of this LGIA, except as provided in Article 7.4 below.
The check meters shall be subject at all reasonable times to inspection and
examination by Transmission Provider or its designee. The installation, operation
and maintenance thereof shall be performed entirely by Interconnection Customer
in accordance with Good Utility Practice.
7.3 Standards. Transmission Provider shall install, calibrate, and test revenue quality
Metering Equipment in accordance with applicable ANSI standards.
7.4 Testing of Metering Equipment. Transmission Provider shall inspect and test all
Transmission Provider-owned Metering Equipment upon installation and at least
once every two (2) years. Transmission Provider shall give reasonable notice of
the time when any inspection or test shall take place, and Interconnection
Customer may have representatives present at the test or inspection. If at any time
Metering Equipment is found to be inaccurate or defective, it shall be adjusted,
repaired or replaced at Interconnection Customer's expense, in order to provide
accurate metering, unless the inaccuracy or defect is due to Transmission
Provider's failure to maintain, then Transmission Provider shall pay. If Metering
Equipment fails to register, or if the measurement made by Metering Equipment
during a test varies by more than two percent from the measurement made by the
standard meter used in the test, Transmission Provider shall adjust the
measurements by correcting all measurements for the period during which
Metering Equipment was in error by using Interconnection Customer's check
meters, if installed. If no such check meters are installed or if the period cannot be
reasonably ascertained, the adjustment shall be for the period immediately
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preceding the test of the Metering Equipment equal to one-half the time from the
date of the last previous test of the Metering Equipment.
7.5 Metering Data. At Interconnection Customer's expense, the metered data
shall be telemetered to one or more locations designated by Transmission Provider
and one or more locations designated by Interconnection Customer. Such
telemetered data shall be used, under normal operating conditions, as the official
measurement of the amount of energy delivered from the Large Generating
Facility to the Point of Interconnection.
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Article 8. Communications
8.1 Interconnection Customer Obligations. Interconnection Customer shall
maintain satisfactory operating communications with Transmission Provider's
Transmission System dispatcher or representative designated by Transmission
Provider. Interconnection Customer shall provide standard voice line, dedicated
voice line and facsimile communications at its Large Generating Facility control
room or central dispatch facility through use of either the public telephone system,
or a voice communications system that does not rely on the public telephone
system. Interconnection Customer shall also provide the dedicated data circuit(s)
necessary to provide Interconnection Customer data to Transmission Provider as
set forth in Attachment D, Security Arrangements Details. The data circuit(s)
shall extend from the Large Generating Facility to the location(s) specified by
Transmission Provider. Any required maintenance of such communications
equipment shall be performed by Interconnection Customer. Operational
communications shall be activated and maintained under, but not be limited to, the
following events: system paralleling or separation, scheduled and unscheduled
shutdowns, equipment clearances, and hourly and daily load data.
8.2 Remote Terminal Unit. Prior to the Initial Synchronization Date of the Large
Generating Facility, a Remote Terminal Unit, or equivalent data collection and
transfer equipment acceptable to the Parties,shall be installed by Interconnection
Customer, or by Transmission Provider at Interconnection Customer's expense, to
gather accumulated and instantaneous data to be telemetered to the location(s)
designated by Transmission Provider through use of a dedicated point-to-point
data circuit( s) as indicated in Article 8.1. The communication protocol for the
data circuit(s) shall be specified by Transmission Provider. Instantaneous bi-
directional analog real power and reactive power flow information must be
telemetered directly to the location(s) specified by Transmission Provider.
Each Party will promptly advise the other Party if it detects or otherwise learns of
any metering, telemetry or communications equipment errors or malfunctions that
require the attention and/or correction by the other Party. The Party owning such
equipment shall correct such error or malfunction as soon as reasonably feasible.
8.3 No Annexation. Any and all equipment placed on the premises of a Party shall be
and remain the property of the Party providing such equipment regardless of the
mode and manner of annexation or attachment to real property, unless otherwise
mutually agreed by the Parties.
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Article 9. Operations
9.1 General. Each Party shall comply with the Applicable Reliability Council
requirements. Each Party shall provide to the other Party all information that may
reasonably be required by the other Party to comply with Applicable Laws and
Regulations and Applicable Reliability Standards.
9.2 Control Area Notification. At least three months before Initial Synchronization
Date, Interconnection Customer shall notify Transmission Provider in writing of
the Control Area in which the Large Generating Facility will be located. If
Interconnection Customer elects to locate the Large Generating Facility in a
Control Area other than the Control Area in which the Large Generating Facility is
physically located, and if permitted to do so by the relevant transmission tariffs, all
necessary arrangements, including but not limited to those set forth in Article 7
and Article 8 of this LGIA, and remote Control Area generator interchange
agreements, if applicable, and the appropriate measures under such agreements,
shall be executed and implemented prior to the placement of the Large Generating
Facility in the other Control Area.
9.3 Transmission Provider Obligations. Transmission Provider shall cause the
Transmission System and Transmission Provider's Interconnection Facilities to be
operated, maintained and controlled in a safe and reliable manner and in
accordance with this LGIA. Transmission Provider may provide operating
instructions to Interconnection Customer consistent with this LGIA and
Transmission Provider's operating protocols and procedures as they may change
from time to time. Transmission Provider will consider changes to its operating
protocols and procedures proposed by Interconnection Customer.
9.4 Interconnection Customer Obligations. Interconnection Customer shall at its
own expense operate, maintain and control the Large Generating Facility and
Interconnection Customer's Interconnection Facilities in a safe and reliable manner
and in accordance with this LGIA. Interconnection Customer shall operate the
Large Generating Facility and Interconnection Customer's Interconnection
Facilities in accordance with all applicable requirements of the Control Area of
which it is part, as such requirements are set forth in Attachment C,
Interconnection Details, of this LGIA. Attachment C, Interconnection Details,
will be modified to reflect changes to the requirements as they may change from
time to time. Either Party may request that the other Party provide copies of the
requirements set forth in Attachment C, Interconnection Details, of this LGIA.
9.5 Start-Up and Synchronization. Consistent with the Parties' mutually acceptable
procedures, Interconnection Customer is responsible for the proper
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synchronization of the Large Generating Facility to Transmission Provider's
Transmission System.
9.6 Reactive Power.
9.6.1 Power Factor Design Criteria. Interconnection Customer shall design the
Large Generating Facility to maintain a composite power delivery at
continuous rated power output at the Point of Interconnection at a power
factor within the range of 0.95 leading to 0.95 lagging, unless Transmission
Provider has established different requirements that apply to all generators
in the Control Area on a comparable basis. The requirements of this
paragraph shall not apply to wind generators.
9.6.2 Voltage Schedules. Once Interconnection Customer has synchronized the
Large Generating Facility with the Transmission System, Transmission
Provider shall require Interconnection Customer to operate the Large
Generating Facility to produce or absorb reactive power within the design
limitations of the Large Generating Facility set forth in Article 9.6.1 (Power
Factor Design Criteria). Transmission Provider's voltage schedules shall
treat all sources of reactive power in the Control Area in an equitable and
not unduly discriminatory manner. Transmission Provider shall exercise
Reasonable Efforts to provide Interconnection Customer with such
schedules at least one ( 1) day in advance, and may make changes to such
schedules as necessary to maintain the reliability of the Transmission
System. Interconnection Customer shall operate the Large Generating
Facility to maintain the specified output voltage or power factor at the Point
of Interconnection within the design limitations of the Large Generating
Facility set forth in Article 9.6.1 (Power Factor Design Criteria). If
Interconnection Customer is unable to maintain the specified voltage or
power factor, it shall promptly notify the System Operator.
9.6.2.1 Governors and Regulators . Whenever the Large Generating
Facility is operated in parallel with the Transmission System and the
speed governors (if installed on the generating unit pursuant to Good
Utility Practice) and voltage regulators are capable of operation,
Interconnection Customer shall operate the Large Generating
Facility with its speed governors and voltage regulators in automatic
operation. If the Large Generating Facility's speed governors and
voltage regulators are not capable of such automatic operation,
Interconnection Customer shall immediately notify Transmission
Provider's system operator, or its designated representative, and
ensure that such Large Generating Facility's reactive power
production or absorption (measured in MV ARs) are within the
design capability of the Large Generating Facility's generating
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unit(s) and steady state stability limits. Interconnection Customer
shall not cause its Large Generating Facility to disconnect
automatically or instantaneously from the Transmission System or
trip any generating unit comprising the Large Generating Facility for
an under or over frequency condition unless the abnormal frequency
condition persists for a time period beyond the limits set forth in
ANSI/IEEE Standard C37.106, or such other standard as applied to
other generators in the Control Area on a comparable basis.
9.6.3 Payment for Reactive Power. Transmission Provider is required to pay
Interconnection Customer for reactive power that Interconnection Customer
provides or absorbs from the Large Generating Facility when Transmission
Provider requests Interconnection Customer to operate its Large Generating
Facility outside the range specified in Article 9 .6.1, provided that if
Transmission Provider pays its own or affiliated generators for reactive
power service within the specified range, it must also pay Interconnection
Customer. Payments shall be pursuant to Article 11.6 or such other
agreement to which the Parties have otherwise agreed.
9.7 Outages and Interruptions.
9.7.1 Outages.
9.7.1.1 Outage Authority and Coordination. Each Party may in
accordance with Good Utility Practice in coordination with the other
Party remove from service any of its respective Interconnection
Facilities or Network Upgrades that may impact the other Party's
facilities as necessary to perform maintenance or testing or to install
or replace equipment. Absent an Emergency Condition, the Party
scheduling a removal of such facility(ies) from service will use
Reasonable Efforts to schedule such removal on a date and time
mutually acceptable to the Parties. In all circumstances, any Party
planning to remove such facility(ies) from service shall use
Reasonable Efforts to minimize the effect on the other Party of such
removal.
9.7.1.2 Outage Schedules. Transmission Provider shall post scheduled
outages of its transmission facilities on the OASIS. Interconnection
Customer shall submit its planned maintenance schedules for the
Large Generating Facility to Transmission Provider for a minimum
of a rolling twenty-four month period. Interconnection Customer
shall update its planned maintenance schedules as necessary.
Transmission Provider may request Interconnection Customer to
reschedule its maintenance as necessary to maintain the reliability of
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the Transmission System; provided, however, adequacy of
generation supply shall not be a criterion in determining
Transmission System reliability. Transmission Provider shall
compensate Interconnection Customer for any additional direct costs
that Interconnection Customer incurs as a result of having to
reschedule maintenance, including any additional overtime, breaking
of maintenance contracts or other costs above and beyond the cost
Interconnection Customer would have incurred absent Transmission
Provider's request to reschedule maintenance. Interconnection
Customer will not be eligible to receive compensation, if during the
twelve (12) months prior to the date of the scheduled maintenance,
Interconnection Customer had modified its schedule of maintenance
activities.
9.7.1.3 Outage Restoration. If an outage on a Party's Interconnection
Facilities or Network Upgrades adversely affects the other Party's
operations or facilities, the Party that owns or controls the facility
that is out of service shall use Reasonable Efforts to promptly restore
such facility(ies) to a normal operating condition consistent with the
nature of the outage. The Party that owns or controls the facility that
is out of service shall provide the other Party, to the extent such
information is known, information on the nature of the Emergency
Condition, an estimated time of restoration, and any corrective
actions required. Initial verbal notice shall be followed up as soon as
practicable with written notice explaining the nature of the outage.
9.7.2 Interruption of Service. If required by Good Utility Practice to do so,
Transmission Provider may require Interconnection Customer to interrupt
or reduce deliveries of electricity if such delivery of electricity could
adversely affect Transmission Provider's ability to perform such activities
as are necessary to safely and reliably operate and maintain the
Transmission System. The following provisions shall apply to any
interruption or reduction permitted under this Article 9.7.2:
9.7.2.1 The interruption or reduction shall continue only for so long as
reasonably necessary under Good Utility Practice;
9.7.2.2 Any such interruption or reduction shall be made on an equitable,
non-discriminatory basis with respect to all generating facilities
directly connected to the Transmission System;
9.7.2.3 When the interruption or reduction must be made under
circumstances which do not allow for advance notice, Transmission
Provider shall notify Interconnection Customer by telephone as soon
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as practicable of the reasons for the curtailment, interruption, or
reduction, and, if known, its expected duration. Telephone
notification shall be followed by written notification as soon as
practicable;
9.7.2.4 Except during the existence of an Emergency Condition, when the
interruption or reduction can be scheduled without advance notice,
Transmission Provider shall notify Interconnection Customer in
advance regarding the timing of such scheduling and further notify
Interconnection Customer of the expected duration. Transmission
Provider shall coordinate with Interconnection Customer using Good
Utility Practice to schedule the interruption or reduction during
periods of least impact to Interconnection Customer and
Transmission Provider;
9.7.2.5 The Parties shall cooperate and coordinate with each other to the
extent necessary in order to restore the Large Generating Facility,
Interconnection Facilities, and the Transmission System to their
normal operating state, consistent with system conditions and Good
Utility Practice.
9.7.3 Under-Frequency and Over Frequency Conditions. The Transmission
System is designed to automatically activate a load-shed program as
required by the Applicable Reliability Council in the event of an under-
frequency system disturbance. Interconnection Customer shall implement
under-frequency and over-frequency relay set points for the Large
Generating Facility as required by the Applicable Reliability Council to
ensure "ride through" capability of the Transmission System. Large
Generating Facility response to frequency deviations of pre-determined
magnitudes, both under-frequency and over-frequency deviations, shall be
studied and coordinated with Transmission Provider in accordance with
Good Utility Practice. The term "ride through" as used herein shall mean
the ability of a Generating Facility to stay connected to and synchronized
with the Transmission System during system disturbances within a range of
under-frequency and over-frequency conditions, in accordance with Good
Utility Practice.
9.7.4 System Protection and Other Control Requirements.
9.7.4.1 System Protection Facilities. Interconnection Customer shall, at its
expense, install, operate and maintain System Protection Facilities as
a part of the Large Generating Facility or Interconnection
Customer's Interconnection Facilities. Transmission Provider shall
install at Interconnection Customer's expense any System Protection
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Facilities that may be required on Transmission Provider's
Interconnection Facilities or the Transmission System as a result of
the interconnection of the Large Generating Facility and
Interconnection Customer's Interconnection Facilities.
9.7.4.2 Each Party's protection facilities shall be designed and coordinated
with other systems in accordance with Good Utility Practice.
9.7.4.3 Each Party shall be responsible for protection of its facilities
consistent with Good Utility Practice.
9.7.4.4 Each Party's protective relay design shall incorporate the necessary
test switches to perform the tests required in Article 6. The required
test switches will be placed such that they allow operation of lockout
relays while preventing breaker failure schemes from operating and
causing unnecessary breaker operations and/or the tripping of
Interconnection Customer's units.
9.7.4.5 Each Party will test, operate and maintain System Protection
Facilities in accordance with Good Utility Practice.
9.7.4.6 Prior to the In-Service Date, and.again prior to the Commercial
Operation Date, each Party or its agent shall perform a complete
calibration test and functional trip test of the System Protection
Facilities. At intervals suggested by Good Utility Practice and
following any apparent malfunction of the System Protection
Facilities, each Party shall perform both calibration and functional
trip tests of its System Protection Facilities. These tests do not
require the tripping of any in-service generation unit. These tests do,
however, require that all protective relays and lockout contacts be
activated.
9.7.5 Requirements for Protection. In compliance with Good Utility Practice,
Interconnection Customer shall provide, install, own, and maintain relays,
circuit breakers and all other devices necessary to remove any fault
contribution of the Large Generating Facility to any short circuit occurring
on the Transmission System not otherwise isolated by Transmission
Provider's equipment, such that the removal of the fault contribution shall
be coordinated with the protective requirements of the Transmission
System. Such protective equipment shall include, without limitation, a
disconnecting device or switch with load-interrupting capability located
between the Large Generating Facility and the Transmission System at a
site selected upon mutual agreement (not to be unreasonably withheld,
conditioned or delayed) of the Parties. Interconnection Customer shall be
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responsible for protection of the Large Generating Facility and
Interconnection Customer's other equipment from such conditions as
negative sequence currents, over-or under-frequency, sudden load
rejection, over-or under-voltage, and generator loss-of-field.
Interconnection Customer shall be solely responsible to disconnect the
Large Generating Facility and Interconnection Customer's other equipment
if conditions on the Transmission System could adversely affect the Large
Generating Facility.
9.7.6 Power Quality. Neither Party's facilities shall cause excessive voltage
flicker nor introduce excessive distortion to the sinusoidal voltage or
current waves as defined by ANSI Standard C84.1-1989, in accordance
with IEEE Standard 519, or any applicable superseding electric industry
standard. In the event of a conflict between ANSI Standard C84.1-1989, or
any applicable superseding electric industry standard, ANSI Standard
C84.l-1989, or the applicable superseding electric industry standard, shall
control.
9.8 Switching and Tagging Rules. Each Party shall provide the other Party a copy of
its switching and tagging rules that are applicable to the other Party's activities.
Such switching and tagging rules shall be developed on a non-discriminatory
basis. The Parties shall comply with applicable switching and tagging rules, as
amended from time to time, in obtaining clearances for work or for switching
operations on equipment.
9.9 Use of Interconnection Facilities by Third Parties.
9.9.l Purpose of Interconnection Facilities. Except as may be required by
Applicable Laws and Regulations, or as otherwise agreed to among the
Parties, the Interconnection Facilities shall be constructed for the sole
purpose of interconnecting the Large Generating Facility to the
Transmission System and shall be used for no other purpose.
9.9.2 Third Party Users. If required by Applicable Laws and Regulations or if
the Parties mutually agree, such agreement not to be unreasonably
withheld, to allow one or more third parties to use Transmission Provider's
Interconnection Facilities, or any part thereof, Interconnection Customer
will be entitled to compensation for the capital expenses it incurred in
connection with the Interconnection Facilities based upon the pro rata use
of the Interconnection Facilities by Transmission Provider, all third party
users, and Interconnection Customer, in accordance with Applicable Laws
and Regulations or upon some other mutually-agreed upon methodology.
In addition, cost responsibility for ongoing costs, including operation and
maintenance costs associated with the Interconnection Facilities, will be
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allocated between Interconnection Customer and any third party users
based upon the pro rata use of the Interconnection Facilities by
Transmission Provider, all third party users, and Interconnection Customer,
in accordance with Applicable Laws and Regulations or upon some other
mutually agreed upon methodology. If the issue of such compensation or
allocation cannot be resolved through such negotiations, it shall be
submitted to FERC for resolution.
9.10 Disturbance Analysis Data Exchange. The Parties will cooperate with
one another in the analysis of disturbances to either the Large Generating
Facility or Transmission Provider's Transmission System by gathering and
providing access to any information relating to any disturbance, including
information from oscillography, protective relay targets, breaker operations
and sequence of events records, and any disturbance information required
by Good Utility Practice.
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Article 10. Maintenance
10.1 Transmission Provider Obligations. Transmission Provider shall maintain the
Transmission System and Transmission Provider's Interconnection Facilities in a
safe and reliable manner and in accordance with this LGIA.
10.2 Interconnection Customer Obligations. Interconnection Customer shall
maintain the Large Generating Facility and Interconnection Customer's
Interconnection Facilities in a safe and reliable manner and in accordance with this
LGIA.
10.3 Coordination. The Parties shall confer regularly to coordinate the planning,
scheduling and performance of preventive and corrective maintenance on the
Large Generating Facility and the Interconnection Facilities.
10.4 Secondary Systems. Each Party shall cooperate with the other in the inspection,
maintenance, and testing of control or power circuits that operate below 600 volts,
AC or DC, including, but not limited to, any hardware, control or protective
devices, cables, conductors, electric raceways, secondary equipment panels,
transducers, batteries, chargers, and voltage and current transformers that directly
affect the operation of a Party's facilities and equipment which may reasonably be
expected to impact the other Party.
Each Party shall provide advance notice to the other Party before undertaking any
work on such circuits, especially on electrical circuits involving circuit breaker trip
and close contacts, current transformers, or potential transformers.
10.5 Operating and Maintenance Expenses. Subject to the provisions herein
addressing the use of facilities by others, and except for operations and
maintenance expenses associated with modifications made for providing
interconnection or transmission service to a third party and such third party pays
for such expenses, Interconnection Customer shall be responsible for all
reasonable expenses including overheads, associated with: (1) owning, operating,
maintaining, repairing, and replacing Interconnection Customer's Interconnection
Facilities; and (2) operation, maintenance, repair and replacement of Transmission
Provider's Interconnection Facilities.
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Article 11. Performance Obligation
11.1 Interconnection Customer Interconnection Facilities. Interconnection
Customer shall design, procure, construct, install , own and/or control
Interconnection Customer Interconnection Facilities described in Attachment A,
Interconnection Facilities, Network Upgrades and Distribution Upgrades, at its
sole expense.
11.2 Transmission Provider's Interconnection Facilities. Transmission Provider or
Transmission Owner shall design, procure, construct, install, own and/or control
the Transmission Provider's Interconnection Facilities described in Attachment A,
Interconnection Facilities, Network Upgrades and Distribution Upgrades, at the
sole expense of the Interconnection Customer.
11.3 Network Upgrades and Distribution Upgrades. Transmission Provider or
Transmission Owner shall design, procure, construct, install, and own the Network
Upgrades and Distribution Upgrades described in Attachment A, Interconnection
Facilities, Network Upgrades and Distribution Upgrades . The Interconnection
Customer shall be responsible for all costs related to Distribution Upgrades.
Unless Transmission Provider or Transmission Owner elects to fund the capital for
the Network Upgrades, they shall be solely funded by Interconnection Customer.
11.4 Transmission Credits.
11.4. l Repayment of Amounts Advanced for Network Upgrades.
Interconnection Customer shall be entitled to a cash repayment, equal to the
total amount paid to Transmission Provider and Affected System Operator,
if any, for the Network Upgrades, including any tax gross-up or other tax-
related payments associated with Network Upgrades, and not refunded to
Interconnection Customer pursuant to Article 5 .17 .8 or otherwise, to be
paid to Interconnection Customer on a dollar-for-dollar basis for the non-
usage sensitive portion of transmission charges, as payments are made
under Transmission Provider's Tariff and Affected System's Tariff for
transmission services with respect to the Large Generating Facility. Any
repayment shall include interest calculated in accordance with the
methodology set forth in FERC's regulations at 18 C.F.R.
'35.19a(a)(2)(iii) from the date of any payment for Network Upgrades
through the date on which the Interconnection Customer receives a
repayment of such payment pursuant to this subparagraph. Interconnection
Customer may assign such repayment rights to any person.
Notwithstanding the foregoing, Interconnection Customer, Transmission
Provider, and Affected System Operator may adopt any alternative payment
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schedule that is mutually agreeable so long as Transmission Provider and
Affected System Operator take one of the following actions no later than
five years from the Commercial Operation Date: (1) return to
Interconnection Customer any amounts advanced for Network Upgrades
not previously repaid, or (2) declare in writing that Transmission Provider
or Affected System Operator will continue to provide payments to
Interconnection Customer on a dollar-for-dollar basis for the non-usage
sensitive portion of transmission charges, or develop an alternative
schedule that is mutually agreeable and provides for the return of all
amounts advanced for Network Upgrades not previously repaid; however,
full reimbursement shall not extend beyond twenty (20) years from the
Commercial Operation Date.
If the Large Generating Facility fails to achieve commercial operation, but
it or another Generating Facility is later constructed and makes use of the
Network Upgrades, Transmission Provider and Affected System Operator
shall at that time reimburse Interconnection Customer for the amounts
advanced for the Network Upgrades. Before any such reimbursement can
occur, the Interconnection Customer, or the entity that ultimately constructs
the Generating Facility, if different, is responsible for identifying the entity
to which reimbursement must be made.
11.4.2 Special Provisions for Affected Systems. Unless Transmission Provider
provides, under the LGIA, for the repayment of amounts advanced to
Affected System Operator for Network Upgrades, Interconnection
Customer and Affected System Operator shall enter into an agreement that
provides for such repayment. The agreement shall specify the terms
governing payments to be made by Interconnection Customer to the
Affected System Operator as well as the repayment by the Affected System
Operator.
11.4.3 Notwithstanding any other provision of this LGIA, nothing herein shall be
construed as relinquishing or foreclosing any rights, including but not
limited to firm transmission rights, capacity rights, transmission congestion
rights, or transmission credits, that Interconnection Customer, shall be
entitled to, now or in the future under any other agreement or tariff as a
result of, or otherwise associated with, the transmission capacity, if any,
created by theNetwork Upgrades, including the right to obtain cash
reimbursements or transmission credits for transmission service that is not
associated with the Large Generating Facility.
11.5 Provision of Security. At least thirty (30) Calendar Days prior to the
commencement of the procurement, installation, or construction of a discrete
portion of a Transmission Provider's Interconnection Facilities, Network
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Upgrades, or Distribution Upgrades, Interconnection Customer shall provide
Transmission Provider, at Interconnection Customer's option, a guarantee, a surety
bond, letter of credit or other form of security that is reasonably acceptable to
Transmission Provider and is consistent with the Uniform Commercial Code of
the jurisdiction identified in Article 14.2.1. Such security for payment shall be in
an amount sufficient to cover the costs for constructing, procuring and installing
the applicable portion of Transmission Provider's Interconnection Facilities,
Network Upgrades, or Distribution Upgrades and shall be reduced on a dollar-for-
dollar basis for payments made to Transmission Provider for these purposes.
In addition:
11.5.1 The guarantee must be made by an entity that meets the creditworthiness
requirements of Transmission Provider, and contain terms and conditions
that guarantee payment of any amount that may be due from
Interconnection Customer, up to an agreed-to maximum amount.
11.5.2 The letter of credit must be issued by a financial institution reasonably
acceptable to Transmission Provider and must specify a reasonable
expiration date.
11.5.3 The surety bond must be issued by an insurer reasonably acceptable to
Transmission Provider and must specify a reasonable expiration date.
11.6 Interconnection Customer Compensation. If Transmission Provider requests
or directs Interconnection Customer to provide a service pursuant to Articles 9.6.3
(Payment for Reactive Power), or 13.5.1 of this LGIA, Transmission Provider
shall compensate Interconnection Customer in accordance with Interconnection
Customer's applicable rate schedule then in effect unless the provision of such
service(s) is subject to an RTO or ISO FERC-approved rate schedule.
Interconnection Customer shall serve Transmission Provider or RTO or ISO with
any filing of a proposed rate schedule at the time of such filing with FERC. To the
extent that no rate schedule is in effect at the time the Interconnection Customer is
required to provide or absorb any Reactive Power under this LGIA, Transmission
Provider agrees to compensate Interconnection Customer in such amount as would
have been due Interconnection Customer had the rate schedule been in effect at the
time service commenced; provided, however, that such rate schedule must be filed
at FERC or other appropriate Governmental Authority within sixty ( 60) Calendar
Days of the commencement of service.
11.6.1 Interconnection Customer Compensation for Actions During
Emergency Condition. Transmission Provider or RTO or ISO shall
compensate Interconnection Customer for its provision of real and reactive
power and other Emergency Condition services that Interconnection
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Customer provides to support the Transmission System during an
Emergency Condition in accordance with Article 11.6.
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Article 12. Invoice
12.1 General. Each Party shall submit to the other Party, on a monthly basis, invoices
of amounts due for the preceding month. Each invoice shall state the month to
which the invoice applies and fully describe the services and equipment provided.
The Parties may discharge mutual debts and payment obligations due and owing to
each other on the same date through netting, in which case all amounts a Party
owes to the other Party under this LGIA, including interest payments or credits,
shall be netted so that only the net amount remaining due shall be paid by the
owing Party.
12.2 Final Invoice. Within six months after completion of the construction of
Transmission Provider's Interconnection Facilities and the Network Upgrades,
Transmission Provider shall provide an invoice of the final cost of the construction
of Transmission Provider's Interconnection Facilities and the Network Upgrades
and shall set forth such costs in sufficient detail to enable Interconnection
Customer to compare the actual costs with the estimates and to ascertain
deviations, if any, from the cost estimates.
Transmission Provider shall refund to Interconnection Customer any amount by
which the actual payment by Interconnection Customer for estimated costs
exceeds the actual costs of construction within thirty (30) Calendar Days of the
issuance of such final construction invoice.
12.3 Payment. Invoices shall be rendered to the paying Party at the address specified
in Attachment F. The Party receiving the invoice shall pay the invoice within
thirty (30) Calendar Days of receipt. All payments shall be made in immediately
available funds payable to the other Party, or by wire transfer to a bank named and
account designated by the invoicing Party. Payment of invoices by either Party
will not constitute a waiver of any rights or claims either Party may have under
this LGIA.
12.4 Disputes. In the event of a billing dispute between Transmission Provider and
Interconnection Customer, Transmission Provider shall continue to provide
Interconnection Service under this LGIA as long as Interconnection Customer: (i)
continues to make all payments not in dispute; and (ii) pays to Transmission
Provider or into an independent escrow account the portion of the invoice in
dispute, pending resolution of such dispute.
If Interconnection Customer fails to meet these two requirements for continuation
of service, then Transmission Provider may provide notice to Interconnection
Customer of a Default pursuant to Article 1 7. Within thirty (30) Calendar Days
after the resolution of the dispute, the Party that owes money to the other Party
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shall pay the amount due with interest calculated in accord with the methodology
set forth in FERC's regulations at 18 CFR § 35.19a(a)(2)(iii).
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Article 13. Emergencies
13.1 Definition. "Emergency Condition" shall mean a condition or situation: (i) that in
the judgment of the Party making the claim is imminently likely to endanger life
or property; or (ii) that, in the case of Transmission Provider, is imminently likely
(as determined in a non-discriminatory manner) to cause a material adverse effect
on the securityof, or damage to the Transmission System, Transmission Provider's
Interconnection Facilities or the Transmission Systems of others to which the
Transmission System is directly connected; or (iii) that, in the case of
Interconnection Customer, is imminently likely (as determined in a non-
discriminatory manner) to cause a material adverse effect on the security of, or
damage to, the Large Generating Facility or Interconnection Customer's
Interconnection Facilities' System restoration and black start shall be considered
Emergency Conditions; provided, that Interconnection Customer is not obligated
by this LGIA to possess black start capability.
13 .2 Obligations. Each Party shall comply with the Emergency Condition procedures
of the applicable ISO/RTO, NERC, the Applicable Reliability Council, Applicable
Laws and Regulations, and any emergency procedures agreed to by the Joint
Operating Committee.
13.3 Notice. Transmission Provider shall notify Interconnection Customer promptly
when it becomes aware of an Emergency Condition that affects Transmission
Provider's Interconnection Facilities or the Transmission System that may
reasonably be expected to affect Interconnection Customer's operation of the
Large Generating Facility or Interconnection Customer's Interconnection
Facilities. Interconnection Customer shall notify Transmission Provider promptly
when it becomes aware of an Emergency Condition that affects the Large
Generating Facility or Interconnection Customer's Interconnection Facilities that
may reasonably be expected to affect the Transmission System or Transmission
Provider's Interconnection Facilities. To the extent information is known, the
notification shall describe the Emergency Condition, the extent of the damage or
deficiency, the expected effect on the operation oflnterconnection Customer's or
Transmission Provider's facilities and operations, its anticipated duration and the
corrective action taken and/or to be taken. The initial notice shall be followed as
soon as practicable with written notice.
13.4 Immediate Action. Unless, in Interconnection Customer's reasonable judgment,
immediate action is required, Interconnection Customer shall obtain the consent of
Transmission Provider, such consent to not be unreasonably withheld, prior to
performing any manual switching operations at the Large Generating Facility or
Interconnection Customer's Interconnection Facilities in response to an Emergency
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Condition either declared by Transmission Provider or otherwise regarding the
Transmission System.
13.5 Transmission Provider Authority.
13.5.l General. Transmission Provider may take whatever actions or inactions
with regard to the Transmission System or Transmission Provider's
Interconnection Facilities it deems necessary during an Emergency
Condition in order to (i) preserve public health and safety, (ii) preserve the
reliability of the Transmission System or Transmission Provider's
Interconnection Facilities, (iii) limit or prevent damage, and (iv) expedite
restoration of service.
Transmission Provider shall use Reasonable Efforts to minimize the effect
of such actions or inactions on the Large Generating Facility or
Interconnection Customer's Interconnection Facilities. Transmission
Provider may, on the basis of technical considerations, require the Large
Generating Facility to mitigate an Emergency Condition by taking actions
necessary and limited in scope to remedy the Emergency Condition,
including, but not limited to, directing Interconnection Customer to shut-
down, start-up, increase or decrease the real or reactive power output of the
Large Generating Facility; implementing a reduction or disconnection
pursuant to Article 13.5.2; directing Interconnection Customer to assist
with blackstart (if available) or restoration efforts; or altering the outage
schedules of the Large Generating Facility and Interconnection Customer's
Interconnection Facilities. Interconnection Customer shall comply with all
of Transmission Provider's operating instructions concerning Large
Generating Facility real power and reactive power output within the
manufacturer's design limitations of the Large Generating Facility's
equipment that is in service and physically available for operation at the
time, in compliance with Applicable Laws and Regulations.
13.5.2 Reduction and Disconnection. Transmission Provider may reduce
Interconnection Service or disconnect the Large Generating Facility or
Interconnection Customer's Interconnection Facilities, when such,
reduction or disconnection is necessary under Good Utility Practice due to
Emergency Conditions. These rights are separate and distinct from any
right of curtailment of Transmission Provider pursuant to Transmission
Provider's Tariff. When Transmission Provider can schedule the reduction
or disconnection in advance, Transmission Provider shall notify
Interconnection Customer of the reasons, timing and expected duration of
the reduction or disconnection. Transmission Provider shall coordinate
with Interconnection Customer using Good Utility Practice to schedule the
reduction or disconnection during periods of least impact to Interconnection
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Customer and Transmission Provider. Any reduction or disconnection
shall continue only for so long as reasonably necessary under Good Utility
Practice. The Parties shall cooperate with each other to restore the Large
Generating Facility, the Interconnection Facilities, and the Transmission
System to their normal operating state as soon as practicable consistent
with Good Utility Practice.
13.6 Interconnection Customer Authority. Consistent with Good Utility Practice and
the LGIA and the LGIP, Interconnection Customer may take actions or inactions
with regard to the Large Generating Facility or Interconnection Customer's
Interconnection Facilities during an Emergency Condition in order to (i) preserve
public health and safety, (ii) preserve the reliability of the Large Generating
Facility or Interconnection Customer's Interconnection Facilities, (iii) limit or
prevent damage, and (iv) expedite restoration of service. Interconnection
Customer shall use Reasonable Efforts to minimize the effect of such actions or
inactions on the Transmission System and Transmission Provider's
Interconnection Facilities. Transmission Provider shall use Reasonable Efforts to
assist Interconnection Customer in such actions.
13.7 Limited Liability. Except as otherwise provided in Article 11.6.1 of this LGIA,
neither Party shall be liable to the other for any action it takes in responding to an
Emergency Condition so long as such action is made in good faith and is
consistent with Good Utility Practice.
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Article 14. Regulatory Requirements and Governing Law
14.1 Regulatory Requirements. Each Party's obligations under this LGIA shall be
subject to its receipt of any required approval or certificate from one or more
Governmental Authorities in the form and substance satisfactory to the applying
Party, or the Party making any required filings with, or providing notice to, such
Governmental Authorities, and the expiration of any time period associated
therewith. Each Party shall in good faith seek and use its Reasonable Efforts to
obtain such other approvals. Nothing in this LGIA shall require Interconnection
Customer to take any action that could result in its inability to obtain, or its loss of,
status or exemption under the Federal Power Act, the Public Utility Holding
Company Act of 1935, as amended, or the Public Utility Regulatory Policies Act
of 1978.
14.2 Governing Law.
14.2.1 The validity, interpretation and performance of this LGIA and each of its
provisions shall be governed by the laws of the state where the Point of
Interconnection is located, without regard to its conflicts of law principles.
14.2.2 This LGIA is subject to all Applicable Laws and Regulations.
14.2.3 Each Party expressly reserves the right to seek changes in, appeal, or
otherwise contest any laws, orders, rules, or regulations of a Governmental
Authority.
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Article 15. Notices
15 .1 General. Unless otherwise provided in this LGIA, any notice, demand or request
required or permitted to be given by either Party to the other and any instrument
required or permitted to be tendered or delivered by either Party in writing to the
other shall be effective when delivered and may be so given, tendered or
delivered, by recognized national courier, or by depositing the same with the
United States Postal Service with postage prepaid, for delivery by certified or
registered mail, addressed to the Party, or personally delivered to the Party, at the
address set out in Attachment F, Addresses for Delivery of Notices and Billings.
Either Party may change the notice information in this LGIA by giving five (5)
Business Days written notice prior to the effective date of the change.
15.2 Billings and Payments. Billings and payments shall be sent to the addresses set
out in Attachment F.
15.3 Alternative Forms of Notice. Any notice or request required or permitted to be
given by a Party to the other and not required by this Agreement to be given in
writing may be so given by telephone, facsimile or email to the telephone numbers
and email addresses set out in Attachment F.
15.4 Operations and Maintenance Notice. Each Party shall notify the other Party in
writing of the identity of the person( s) that it designates as the point( s) of contact
with respect to the implementation of Articles 9 and 10.
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Article 16. Force Majeure
16.1 Force Majeure.
16.1.1 Economic hardship is not considered a Force Majeure event.
16.1.2 Neither Party shall be considered to be in Default with respect to any
obligation hereunder, (including obligations under Article 4), other than the
obligation to pay money when due, if prevented from fulfilling such
obligation by Force Majeure. A Party unable to fulfill any obligation
hereunder ( other than an obligation to pay money when due) by reason of
Force Majeure shall give notice and the full particulars of such Force
Majeure to the other Party in writing or by telephone as soon as reasonably
possible after the occurrence of the cause relied upon. Telephone notices
given pursuant to this article shall be confirmed in writing as soon as
reasonably possible and shall specifically state full particulars of the Force
Majeure, the time and date when the Force Majeure occurred and when the
Force Majeure is reasonably expected to cease. The Party affected shall
exercise due diligence to remove such disability with reasonable dispatch,
but shall not be required to accede or agree to any provision not satisfactory
to it in order to settle and terminate a strike or other labor disturbance.
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Article 17. Default
17 .1 General. No Default shall exist where such failure to discharge an obligation
(other than the payment of money) is the result of Force Majeure as defined in this
LGIA or the result of an act of omission of the other Party. Upon a Breach, the
non-breaching Party shall give written notice of such Breach to the breaching
Party. Except as provided in Article 17 .1.2, the breaching Party shall have thirty
(30) Calendar Days from receipt of the Default notice within which to cure such
Breach; provided however, if such Breach is not capable of cure within thirty
(30) Calendar Days, the breaching Party shall commence such cure within thirty
(30) Calendar Days after notice and continuously and diligently complete such
cure within ninety (90) Calendar Days from receipt of the Default notice; and, if
cured within such time, the Breach specified in such notice shall cease to exist.
17 .2 Right to Terminate. If a Breach is not cured as provided in this article, or if a
Breach is not capable of being cured within the period provided for herein, the
non-breaching Party shall have the right to declare a Default and terminate this
LGIA by written notice at any time until cure occurs, and be relieved of any
further obligation hereunder and, whether or not that Party terminates this LGIA,
to recover from the breaching Party all amounts due hereunder, plus all other
damages and remedies to which it is entitled at law or in equity. The provisions of
this article will survive termination of this LGIA.
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Article 18. Indemnity, Consequential Damages and Insurance
18.1 Indemnity. The Parties shall at all times indemnify, defend, and hold the other
Party harmless from, any and all damages, losses, claims, including claims and
actions relating to injury to or death of any person or damage to property, demand,
suits, recoveries, costs and expenses, court costs, attorney fees, and all other
obligations by or to third parties, arising out of or resulting from the other Party's
action or inactions of its obligations under this LGIA on behalf of the
Indemnifying Party, except in cases of gross negligence or intentional wrongdoing
by the indemnified Party.
18.1.1 Indemnified Person. If an Indemnified Person is entitled to
indemnification under this Article 18 as a result of a claim by a third party,
and the Indemnifying Party fails, after notice and reasonable opportunity to
proceed under Article 18 .1, to assume the defense of such claim, such
Indemnified Person may at the expense of the Indemnifying Party contest,
settle or consent to the entry of any judgment with respect to, or pay in full,
such claim.
18.1.2 Indemnifying Party. If an Indemnifying Party is obligated to indemnify
and hold any Indemnified Person harmless under this Article 18, the
amount owing to the Indemnified Person shall be the amount of such
Indemnified Person's actual Loss, net of any insurance or other recovery.
18.1.3 Indemnity Procedures. Promptly after receipt by an Indemnified Person
of any claim or notice of the commencement of any action or administrative
or legal proceeding or investigation as to which the indemnity provided for
in Article 18.1 may apply, the Indemnified Person shall notify the
Indemnifying Party of such fact. Any failure of or delay in such
notification shall not affect a Party's indemnification obligation unless such
failure or delay is materially prejudicial to the Indemnifying Party.
The Indemnifying Party shall have the right to assume the defense thereof
with counsel designated by such Indemnifying Party and reasonably
satisfactory to the Indemnified Person. If the defendants in any such action
include one or more Indemnified Persons and the Indemnifying Party and if
the Indemnified Person reasonably concludes that there may be legal
defenses available to it and/or other Indemnified Persons which are
different from or additional to those available to the Indemnifying Party,
the Indemnified Person shall have the right to select separate counsel to
assert such legal defenses and to otherwise participate in the defense of
such action on its own behalf. In such instances, the Indemnifying Party
shall only be required to pay the fees and expenses of one additional
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attorney to represent an Indemnified Person or Indemnified Persons having
such differing or additional legal defenses.
The Indemnified Person shall be entitled, at its expense, to participate in
any such action, suit or proceeding, the defense of which has been assumed
by the Indemnifying Party. Notwithstanding the foregoing, the
Indemnifying Party (i) shall not be entitled to assume and control the
defense of any such action, suit or proceedings if and to the extent that, in
the opinion of the Indemnified Person and its counsel, such action, suit or
proceeding involves the potential imposition of criminal liability on the
Indemnified Person, or there exists a conflict or adversity of interest
between the Indemnified Person and the Indemnifying Party, in such event
the Indemnifying Party shall pay the reasonable expenses of the
Indemnified Person, and (ii) shall not settle or consent to the entry of any
judgment in any action, suit or proceeding without the consent of the
Indemnified Person, which shall not be reasonably withheld, conditioned or
delayed.
18.2 Consequential Damages. Other than the Liquidated Damages heretofore
described, in no event shall either Party be liable under any provision of this LGIA
for any losses, damages, costs or expenses for any special, indirect, incidental,
consequential, or punitive damages, including but not limited to loss of profit or
revenue, loss of the use of equipment, cost of capital, cost of temporary equipment
or services, whether based in whole or in part in contract, in tort, including
negligence, strict liability, or any other theory ofliability; provided, however, that
damages for which a Party may be liable to the other Party under another
agreement will not be considered to be special, indirect, incidental, or
consequential damages hereunder.
18.3 Insurance. Each party shall, at its own expense, maintain in force throughout the
period of this LGIA, and until released by the other Party, the following minimum
insurance coverages, with insurers authorized to do business in the state where the
Point of Interconnection is located:
18.3.1 Employers' Liability and Workers' Compensation Insurance providing
statutory benefits in accordance with the laws and regulations of the state in
which the Point of Interconnection is located.
18.3.2 Commercial General Liability Insurance including premises and operations,
personal injury, broad form property damage, broad form blanket
contractual liability coverage (including coverage for the contractual
indemnification) products and completed operations coverage, coverage for
explosion, collapse and underground hazards, independent contractors
coverage, coverage for pollution to the extent normally available and
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punitive damages to the extent normally available and a cross liability
endorsement, with minimum limits of One Million Dollars ($1,000,000)
per occurrence/One Million Dollars ($1,000,000) aggregate combined
single limit for personal injury, bodily injury, including death and property
damage.
18.3.3 Comprehensive Automobile Liability Insurance for coverage of owned and
non-owned and hired vehicles, trailers or semi-trailers designed for travel
on public roads, with a minimum, combined single limit of One Million
Dollars ($1,000,000) per occurrence for bodily injury, including death, and
property damage.
18.3.4 Excess Public Liability Insurance over and above the Employers' Liability
Commercial General Liability and Comprehensive Automobile Liability
Insurance coverage, with a minimum combined single limit of Twenty
Million Dollars ($20,000,000) per occurrence/Twenty Million Dollars
($20,000,000) aggregate.
18.3.5 The Commercial General Liability Insurance, Comprehensive Automobile
Insurance and Excess Public Liability Insurance policies shall name the
other Party, its parent, associated and Affiliate companies and their
respective directors, officers, agents, servants and employees ("Other Party
Group") as additional insured.
All policies shall contain provisions whereby the insurers waive all rights
of subrogation in accordance with the provisions of this LGIA against the
Other Party Group and provide thirty (30) Calendar Days advance written
notice to the Other Party Group prior to anniversary date of cancellation or
any material change in coverage or condition.
18.3.6 The Commercial General Liability Insurance, Comprehensive Automobile
Liability Insurance and Excess Public Liability Insurance policies shall
contain provisions that specify that the policies are primary and shall apply
to such extent without consideration for other policies separately carried
and shall state that each insured is provided coverage as though a separate
policy had been issued to each, except the insurer's liability shall not be
increased beyond the amount for which the insurer would have been liable
had only one insured been covered. Each Party shall be responsible for its
respective deductibles or retentions.
18.3.7 The Commercial General Liability Insurance, Comprehensive Automobile
Liability Insurance and Excess Public Liability Insurance policies, if
written on a Claims First Made Basis, shall be maintained in full force and
effect for two (2) years after termination of this LGIA, which coverage may
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be in the form of tail coverage or extended reporting period coverage if
agreed by the Parties.
18.3.8 The requirements contained herein as to the types and limits of all
insurance to be maintained by the Parties are not intended to and shall not
in any manner, limit or qualify the liabilities and obligations assumed by
the Parties under this LGIA.
18.3.9 Within ten (10) days following execution of this LGIA, and as soon as
practicable after the end of each fiscal year or at the renewal of the
insurance policy and in any event within ninety (90) days thereafter, each
Party shall provide certification of all insurance required in this LGIA,
executed by each insurer or by an authorized representative of each insurer.
18.3.10 Notwithstanding the foregoing, each Party may self-insure to meet the
minimum insurance requirements of Articles 18.3.2 through 18.3.8 to the
extent it maintains a self-insurance program; provided that, such Party's
senior secured debt is rated at investment grade or better by Standard &
Poor's and that its self-insurance program meets the minimum insurance
requirements of Articles 18.3.2 through 18.3.8. For any period of time that
a Party's senior secured debt is unrated by Standard & Poor's or is rated at
less than investment grade by Standard & Poor's, such Party shall comply
with the insurance requirements applicable to it under Articles 18.3.2
through 18.3.9. In the event that a Party is permitted to self-insure pursuant
to this article, it shall notify the other Party that it meets the requirements to
self-insure and that its self-insurance program meets the minimum
insurance requirements in a manner consistent with that specified in Article
18.3.9.
18.3.11 The Parties agree to report to each other in writing as soon as practical all
accidents or occurrences resulting in injuries to any person, including
death, and any property damage arising out of this LGIA.
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Article 19. Assignment
19.1 Assignment. This LGIA may be assigned by either Party only with the written
consent of the other; provided that either Party may assign this LGIA without the
consent of the other Party to any Affiliate of the assigning Party with an equal or
greater credit rating and with the legal authority and operational ability to satisfy
the obligations of the assigning Party under this LGIA; and provided further that
Interconnection Customer shall have the right to assign this LGIA, without the
consent of Transmission Provider, for collateral security purposes to aid in
providing financing for the Large Generating Facility, provided that
Interconnection Customer will promptly notify Transmission Provider of any such
assignment. Any financing arrangement entered into by Interconnection Customer
pursuant to this article will provide that prior to or upon the exercise of the secured
party's, trustee's or mortgagee's assignment rights pursuant to said arrangement,
the secured creditor, the trustee or mortgagee will notify Transmission Provider of
the date and particulars of any such exercise of assignment right(s), including
providing the Transmission Provider with proof that it meets the requirements of
Articles 11.5 and 18.3. Any attempted assignment that violates this article is void
and ineffective. Any assignment under this LGIA shall not relieve a Party of its
obligations, nor shall a Party's obligations be enlarged, in whole or in part, by
reason thereof. Where required, consent to assignment will not be unreasonably
withheld, conditioned or delayed.
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Article 20. Severability
20.1 Severability. If any provision in this LGIA is finally determined to be invalid,
void or unenforceable by any court or other Governmental Authority having
jurisdiction, such determination shall not invalidate, void or make unenforceable
any other provision, agreement or covenant of this LGIA; provided that if
Interconnection Customer ( or any third party, but only if such third party is not
acting at the direction of Transmission Provider) seeks and obtains such a final
determination with respect to any provision of the Alternate Option (Article 5.1.2),
or the Negotiated Option (Article 5 .1.4 ), then none of these provisions shall
thereafter have any force or effect and the Parties' rights and obligations shall be
governed solely by the Standard Option (Article 5.1.1).
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Article 21. Comparability
21.1 Comparability. The Parties will comply with all applicable comparability and
code of conduct laws, rules and regulations, as amended from time to time.
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Article 22. Confidentiality
22.1 Confidentiality. Confidential Information shall include, without limitation, all
information relating to a Party's technology, research and development, business
affairs, and pricing, and any information supplied by either of the Parties to the
other prior to the execution of this LGIA.
Information is Confidential Information only if it is clearly designated or marked
in writing as confidential on the face of the document, or, if the information is
conveyed orally or by inspection, if the Party providing the information orally
informs the Party receiving the information that the information is confidential.
If requested by either Party, the other Party shall provide in writing, the basis for
asserting that the information referred to in this Article 22 warrants confidential
treatment, and the requesting Party may disclose such writing to the appropriate
Governmental Authority. Each Party shall be responsible for the costs associated
with affording confidential treatment to its information.
22.1.1 Term. During the term of this LGIA, and for a period of three (3) years
after the expiration or termination of this LGIA, except as otherwise
provided in this Article 22, each Party shall hold in confidence and
shall not disclose to any person Confidential Information.
22.1.2 Scope. Confidential Information shall not include information that the
receiving Party can demonstrate:
( 1) is generally available to the public other than as a result of a
disclosure by the receiving Party;
(2) was in the lawful possession of the receiving Party on a non-
confidential basis before receiving it from the disclosing Party;
(3) was supplied to the receiving Party without restriction by a
third party, who, to the knowledge of the receiving Party after due
inquiry, was under no obligation to the disclosing Party to keep such
information confidential;
( 4) was independently developed by the receiving Party without
reference to Confidential Information of the disclosing Party;
(5) is, or becomes, publicly known, through no wrongful act or
omission of the receiving Party or Breach of this LGIA; or
(6) is required, in accordance with Article 22.1.7 of the LGIA,
Order of Disclosure, to be disclosed by any Governmental Authority
or is otherwise required to be disclosed by law or subpoena, or is
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necessary in any legal proceeding establishing rights and
obligations under this LGIA.
Information designated as Confidential Information will no longer be
deemed confidential if the Party that designated the information as
confidential notifies the other Party that it no longer is confidential.
22.1.3 Release of Confidential Information. Neither Party shall release or
disclose Confidential Information to any other person, except to its
Affiliates (limited by the Standards of Conduct requirements),
subcontractors, employees, consultants, or to parties who may be or
considering providing financing to or equity participation with
Interconnection Customer, or to potential purchasers or assignees of
Interconnection Customer, on a need-to-know basis in connection with this
LGIA, unless such person has first been advised of the confidentiality
provisions of this Article 22 and has agreed to comply with such
provisions. Notwithstanding the foregoing, a Party providing Confidential
Information to any person shall remain primarily responsible for any
release of Confidential Information in contravention of this Article 22.
22.1.4 Rights. Each Party retains all rights, title, and interest in the Confidential
Information that each Party discloses to the other Party. The disclosure by
each Party to the other Party of Confidential Information shall not be
deemed a waiver by either Party or any other person or entity of the right to
protect the Confidential Information from public disclosure.
22.1.5 No Warranties. By providing Confidential Information, neither Party
makes any warranties or representations as to its accuracy or completeness.
In addition, by supplying Confidential Information, neither Party obligates
itself to provide any particular information or Confidential Information to
the other Party nor to enter into any further agreements or proceed with any
other relationship or joint venture.
22.1.6 Standard of Care. Each Party shall use at least the same standard of care
to protect Confidential Information it receives as it uses to protect its own
Confidential Information from unauthorized disclosure, publication or
dissemination. Each Party may use Confidential Information solely to
fulfill its obligations to the other Party under this LGIA or its regulatory
requirements.
22.1. 7 Order of Disclosure. If a court or a Government Authority or entity with
the right, power, and apparent authority to do so requests or requires either
Party, by subpoena, oral deposition, interrogatories, requests for production
of documents , administrative order, or otherwise, to disclose Confidential
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Information, that Party shall provide the other Party with prompt notice of
such request(s) or requirement(s) so that the other Party may seek an
appropriate protective order or waive compliance with the terms of this
LGIA. Notwithstanding the absence of a protective order or waiver, the
Party may disclose such Confidential Information which, in the opinion of
its counsel, the Party is legally compelled to disclose. Each Party will use
Reasonable Efforts to obtain reliable assurance that confidential treatment
will be accorded any Confidential Information so furnished.
22.1.8 Termination of Agreement. Upon termination of this LGIA for any
reason, each Party shall, within ten ( 10) Calendar Days of receipt of a
written request from the other Party, use Reasonable Efforts to destroy,
erase, or delete (with such destruction, erasure, and deletion certified in
writing to the other Party) or return to the other Party, without retaining
copies thereof, any and all written or electronic Confidential Information
received from the other Party.
22.1.9 Remedies. The Parties agree that monetary damages would be inadequate
to compensate a Party for the other Party's Breach of its obligations under
this Article 22. Each Party accordingly agrees that the other Party shall be
entitled to equitable relief, by way of injunction or otherwise, if the first
Party Breaches or threatens to Breach its obligations under this Article 22,
which equitable relief shall be granted without bond or proof of damages,
and the receiving Party shall not plead in defense that there would be an
adequate remedy at law. Such remedy shall not be deemed an exclusive
remedy for the Breach of this Article 22, but shall be in addition to all other
remedies available at law or in equity. The Parties further acknowledge
and agree that the covenants contained herein are necessary for the
protection of legitimate business interests and are reasonable in scope. No
Party, however, shall be liable for indirect, incidental, or consequential or
punitive damages of any nature or kind resulting from or arising in
connection with this Article 22.
22.1.10 Disclosure to FERC, its Staff, or a State. Notwithstanding anything in
this Article 22 to the contrary, and pursuant to 18 CFR section 1 b.20, if
FERC or its staff, during the course of an investigation or otherwise,
requests information from one of the Parties that is otherwise required to be
maintained in confidence pursuant to this LGIA, the Party shall provide the
requested information to FERC or its staff, within the time provided for in
the request for information. In providing the information to FERC or its
staff, the Party must, consistent with 18 CFR section 388.112, request that
the information be treated as confidential and non-public by FERC and its
staff and that the information be withheld from public disclosure. Parties
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are prohibited from notifying the other Party to this LGIA prior to the
release of the Confidential Information to FERC or its staff. The Party
shall notify the other Party to the LGIA when it is notified by FERC or its
staff that a request to release Confidential Information has been received by
FERC, at which time either of the Parties may respond before such
information would be made public, pursuant to 18 CFR Section 388.112.
Requests from a state regulatory body conducting a confidential
investigation shall be treated in a similar manner if consistent with the
applicable state rules and regulations.
22.1.11 Subject to the exception in Article 22.1.10, any information that a
Party claims is competitively sensitive, commercial or financial information
under this LGIA ("Confidential Information") shall not be disclosed by the
other Party to any person not employed or retained by the other Party,
except to the extent disclosure is (i) required by law; (ii) reasonably deemed
by the disclosing Party to be required to be disclosed in connection with a
dispute between or among the Parties, or the defense of litigation or
dispute; (iii) otherwise permitted by consent of the other Party, such
consent not to be unreasonably withheld; or (iv) necessary to fulfill its
obligations under this LGIA or as a transmission service provider or a
Control Area operator including disclosing the Confidential Information to
an R TO or ISO or to a regional or national reliability organization. The
Party asserting confidentiality shall notify the other Party in writing of the
information it claims is confidential. Prior to any disclosures of the other
Party's Confidential Information under this subparagraph, or if any third
party or Governmental Authority makes any request or demand for any of
the information described in this subparagraph, the disclosing Party agrees
to promptly notify the other Party in writing and agrees to assert
confidentiality and cooperate with the other Party in seeking to protect the
Confidential Information from public disclosure by confidentiality
agreement, protective order or other reasonable measures.
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Article 23. Environmental Releases
23 .1 Each Party shall notify the other Party, first orally and then in writing, of the
release of any Hazardous Substances, any asbestos or lead abatement activities, or
any type of remediation activities related to the Large Generating Facility or the
Interconnection Facilities, each of which may reasonably be expected to affect the
other Party.
The notifying Party shall: (i) provide the notice as soon as practicable, provided
such Party makes a good faith effort to provide the notice no later than twenty-four
hours after such Party becomes aware of the occurrence; and (ii) promptly furnish
to the other Party copies of any publicly available reports filed with any
Governmental Authorities addressing such events.
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Article 24. Information Requirements
24.1 Information Acquisition. Transmission Provider and Interconnection Customer
shall submit specific information regarding the electrical characteristics of their
respective facilities to each other as described below and in accordance with
Applicable Reliability Standards.
24.2 Information Submission by Transmission Provider. The initial information
submission by Transmission Provider shall occur no later than one hundred eighty
(180) Calendar Days prior to Trial Operation and shall include Transmission
System information necessary to allow Interconnection Customer to select
equipment and meet any system protection and stability requirements , unless
otherwise agreed to by the Parties. On a monthly basis Transmission Provider
shall provide Interconnection Customer a status report on the construction and
installation of Transmission Provider's Interconnection Facilities and Network
Upgrades, including, but not limited to, the following information: (1) progress to
date; (2) a description of the activities since the last report (3) a description of the
action items for the next period; and ( 4) the delivery status of equipment ordered.
24.3 Updated Information Submission by Interconnection Customer. The updated
information submission by Interconnection Customer, including manufacturer
information, shall occur no later than one hundred eighty (180) Calendar Days
prior to the Trial Operation. Interconnection Customer shall submit a completed
copy of the Large Generating Facility data requirements contained in Appendix 1
to the LGIP. It shall also include any additional information provided to
Transmission Provider for the Feasibility and Facilities Study. Information in this
submission shall be the most current Large Generating Facility design or expected
performance data. Information submitted for stability models shall be compatible
with Transmission Provider standard models. If there is no compatible model,
Interconnection Customer will work with a consultant mutually agreed to by the
Parties to develop and supply a standard model and associated information.
If Interconnection Customer's data is materially different from what was originally
provided to Transmission Provider pursuant to the Interconnection Study
Agreement between Transmission Provider and Interconnection Customer, then
Transmission Provider will conduct appropriate studies to determine the impact on
Transmission Provider Transmission System based on the actual data submitted
pursuant to this Article 24.3. The Interconnection Customer shall not begin Trial
Operation until such studies are completed.
24.4 Information Supplementation. Prior to the Operation Date, the Parties shall
supplement their information submissions described above in this Article 24 with
any and all "as-built" Large Generating Facility information or "as-tested"
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performance information that differs from the initial submissions or, alternatively,
written confirmation that no such differences exist. The Interconnection Customer
shall conduct tests on the Large Generating Facility as required by Good Utility
Practice such as an open circuit "step voltage" test on the Large Generating
Facility to verify proper operation of the Large Generating Facility's automatic
voltage regulator.
Unless otherwise agreed, the test conditions shall include: (1) Large Generating
Facility at synchronous speed; (2) automatic voltage regulator on and in voltage
control mode; and (3) a five percent change in Large Generating Facility terminal
voltage initiated by a change in the voltage regulators reference voltage.
Interconnection Customer shall provide validated test recordings showing the
responses of Large Generating Facility terminal and field voltages. In the event
that direct recordings of these voltages is impractical, recordings of other voltages
or currents that mirror the response of the Large Generating Facility's terminal or
field voltage are acceptable if information necessary to translate these alternate
quantities to actual Large Generating Facility terminal or field voltages is
provided. Large Generating Facility testing shall be conducted and results
provided to Transmission Provider for each individual generating unit in a station.
Subsequent to the Operation Date, Interconnection Customer shall provide
Transmission Provider any information changes due to equipment replacement,
repair, or adjustment. Transmission Provider shall provide Interconnection
Customer any information changes due to equipment replacement, repair or
adjustment in the directly connected substation or any adjacent Transmission
Provider-owned substation that may affect Interconnection Customer's
Interconnection Facilities equipment ratings, protection or operating requirements.
The Parties shall provide such information no later than thirty (30) Calendar Days
after the date of the equipment replacement, repair or adjustment.
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Article 25. Information Access and Audit Rights
25.1 Information Access. Each Party (the "disclosing Party") shall make available to
the other Party information that is in the possession of the disclosing Party and is
necessary in order for the other Party to: (i) verify the costs incurred by the
disclosing Party for which the other Party is responsible under this LGIA; and (ii)
carry out its obligations and responsibilities under this LGIA. The Parties shall
not use such information for purposes other than those set forth in this Article 25.1
and to enforce their rights under this LGIA.
25.2 Reporting of Non-Force Majeure Events. Each Party (the "notifying Party")
shall notify the other Party when the notifying Party becomes aware of its inability
to comply with the provisions of this LGIA for a reason other than a Force
Majeure event. The Parties agree to cooperate with each other and provide
necessary information regarding such inability to comply, including the date,
duration, reason for the inability to comply, and corrective actions taken or
planned to be taken with respect to such inability to comply. Notwithstanding the
foregoing, notification, cooperation or information provided under this article shall
not entitle the Party receiving such notification to allege a cause for anticipatory
breach of this LGIA.
25.3 Audit Rights. Subject to the requirements of confidentiality under Article 22 of
this LGIA, each Party shall have the right, during normal business hours, and upon
prior reasonable notice to the other Party, to audit at its own expense the other
Party's accounts and records pertaining to either Party's performance or either
Party's satisfaction of obligations under this LGIA. Such audit rights shall include
audits of the other Party's costs, calculation of invoiced amounts, Transmission
Provider's efforts to allocate responsibility for the provision of reactive support to
the Transmission System, Transmission Provider's efforts to allocate responsibility
for interruption or reduction of generation on the Transmission System, and each
Party's actions in an Emergency Condition. Any audit authorized by this article
shall be performed at the offices where such accounts and records are maintained
and shall be limited to those portions of such accounts and records that relate to
each Party's performance and satisfaction of obligations under this LGIA. Each
Party shall keep such accounts and records for a period equivalent to the audit
rights periods described in Article 25.4.
25.4 Audit Rights Periods.
25.4.1 Audit Rights Period for Construction-Related Accounts and Records.
Accounts and records related to the design, engineering, procurement, and
construction of Transmission Provider's Interconnection Facilities and
Network Upgrades shall be subject to audit for a period of twenty-four
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months following Transmission Provider's issuance of a final invoice in
accordance with Article 12.2.
25.4.2 Audit Rights Period for All Other Accounts and Records. Accounts
and records related to either Party's performance or satisfaction of all
obligations under this LGIA other than those described in Article 25.4.1
shall be subject to audit as follows: (i) for an audit relating to cost
obligations, the applicable audit rights period shall be twenty-four months
after the auditing Party's receipt of an invoice giving rise to such cost
obligations; and (ii) for an audit relating to all other obligations, the
applicable audit rights period shall be twenty-four months after the event
for which the audit is sought.
25 .5 Audit Results . If an audit by a Party determines that an overpayment or an
underpayment has occurred, a notice of such overpayment or underpayment shall
be given to the other Party together with those records from the audit which
support such determination.
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Article 26. Subcontractors
26.1 General. Nothing in this LGIA shall prevent a Party from utilizing the services of
any subcontractor as it deems appropriate to perform its obligations under this
LGIA; provided, however, that each Party shall require its subcontractors to
comply with all applicable terms and conditions of this LGIA in providing such
services and each Party shall remain primarily liable to the other Party for the
performance of such subcontractor.
26.2 Responsibility of Principal. The creation of any subcontract relationship shall
not relieve the hiring Party of any of its obligations under this LGIA. The hiring
Party shall be fully responsible to the other Party for the acts or omissions of any
subcontractor the hiring Party hires as if no subcontract had been made; provided,
however, that in no event shall Transmission Provider be liable for the actions or
inactions of Interconnection Customer or its subcontractors with respect to
obligations of Interconnection Customer under Article 5 of this LGIA. Any
applicable obligation imposed by this LGIA upon the hiring Party shall be equally
binding upon, and shall be construed as having application to, any subcontractor of
such Party.
26.3 No Limitation by Insurance. The obligations under this Article 26 will not be
limited in any way by any limitation of subcontractor's insurance.
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Article 27. Disputes
27.1 Submission. In the event either Party has a dispute, or asserts a claim, that arises
out of or in connection with this LGIA or its performance, such Party (the
"disputing Party") shall provide the other Party with written notice of the dispute
or claim ("Notice of Dispute"). Such dispute or claim shall be referred to a
designated senior representative of each Party for resolution on an informal basis
as promptly as practicable after receipt of the Notice of Dispute by the other Party.
In the event the designated representatives are unable to resolve the claim or
dispute through unassisted or assisted negotiations within thirty (30) Calendar
Days of the other Party's receipt of the Notice of Dispute, such claim or dispute
may, upon mutual agreement of the Parties, be submitted to arbitration and
resolved in accordance with the arbitration procedures set forth below. In the
event the Parties do not agree to submit such claim or dispute to arbitration, each
Party may exercise whatever rights and remedies it may have in equity or at law
consistent with the terms of this LGIA.
27 .2 External Arbitration Procedures. Any arbitration initiated under this LGIA
shall be conducted before a single neutral arbitrator appointed by the Parties. If
the Parties fail to agree upon a single arbitrator within ten (10) Calendar Days of
the submission of the dispute to arbitration, each Party shall choose one arbitrator
who shall sit on a three-member arbitration panel. The two arbitrators so chosen
shall within twenty (20) Calendar Days select a third arbitrator to chair the
arbitration panel. In either case, the arbitrators shall be knowledgeable in electric
utility matters, including electric transmission and bulk power issues , and shall not
have any current or past substantial business or financial relationships with any
party to the arbitration (except prior arbitration). The arbitrator(s) shall provide
each of the Parties an opportunity to be heard and, except as otherwise provided
herein, shall conduct the arbitration in accordance with the Commercial
Arbitration Rules of the American Arbitration Association ("Arbitration Rules")
and any applicable FERC regulations or RTO rules; provided, however, in the
event of a conflict between the Arbitration Rules and the terms of this Article 27,
the terms of this Article 27 shall prevail.
27.3 Arbitration Decisions. Unless otherwise agreed by the Parties, the arbitrator(s)
shall render a decision within ninety (90) Calendar Days of appointment and shall
notify the Parties in writing of such decision and the reasons therefor. The
arbitrator(s) shall be authorized only to interpret and apply the provisions of this
LGIA and shall have no power to modify or change any provision of this
Agreement in any manner. The decision of the arbitrator(s) shall be final and
binding upon the Parties, and judgment on the award may be entered in any court
having jurisdiction. The decision of the arbitrator(s) may be appealed solely on
the grounds that the conduct of the arbitrator(s), or the decision itself, violated the
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standards set forth in the Federal Arbitration Act or the Administrative Dispute
Resolution Act. The final decision of the arbitrator must also be filed with FERC
if it affects jurisdictional rates, terms and conditions of service, Interconnection
Facilities, or Network Upgrades.
27.4 Costs. Each Party shall be responsible for its own costs incurred during the
arbitration process and for the following costs, if applicable: (1) the cost of the
arbitrator chosen by the Party to sit on the three member panel and one half of the
cost of the third arbitrator chosen; or (2) one half the cost of the single arbitrator
jointly chosen by the Parties.
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Article 28. Representations, Warranties, and Covenants
28.1 General. Each Party makes the following representations, warranties and
covenants:
28.1.1 Good Standing. Such Party is duly organized, validly existing and in good
standing under the laws of the state in which it is organized, formed, or
incorporated, as applicable; that it is qualified to do business in the state or
states in which the Large Generating Facility, interconnection Facilities and
Network Upgrades owned by such Party, as applicable, are located; and
that it has the corporate power and authority to own its properties, to carry
on its business as now being conducted and to enter into this LGIA and
carry out the transactions contemplated hereby and perform and carry out
all covenants and obligations on its part to be performed under and
pursuant to this LGIA.
28.1.2 Authority. Such Party has the right, power and authority to enter into this
LGIA, to become a Party hereto and to perform its obligations hereunder.
This LGIA is a legal, valid and binding obligation of such Party,
enforceable against such Party in accordance with its terms, except as the
enforceability thereof may be limited by applicable bankruptcy, insolvency,
reorganization or other similar laws affecting creditors' rights generally and
by general equitable principles (regardless of whether enforceability is
sought in a proceeding in equity or at law).
28.1.3 No Conflict. The execution, delivery and performance of this LGIA does
not violate or conflict with the organizational or formation documents, or
bylaws or operating agreement, of such Party, or any judgment, license,
permit, order, material agreement or instrument applicable to or binding
upon such Party or any of its assets.
28.1.4 Consent and Approval. Such Party has sought or obtained, or, in
accordance with this LGIA will seek or obtain, each consent, approval,
authorization, order, or acceptance by any Governmental Authority in
connection with the execution, delivery and performance of this LGIA, and
it will provide to any Governmental Authority notice of any actions under
this LGIA that are required by Applicable Laws and Regulations.
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Article 29. Joint Operating Committee
29.1 Joint Operating Committee. Except in the case ofISOs and RTOs,
Transmission Provider shall constitute a Joint Operating Committee to coordinate
operating and technical considerations of Interconnection Service. At least six ( 6)
months prior to the expected Initial Synchronization Date, Interconnection
Customer and Transmission Provider shall each appoint one representative and
one alternate to the Joint Operating Committee. Each Interconnection Customer
shall notify Transmission Provider of its appointment in writing. Such
appointments may be changed at any time by similar notice. The Joint Operating
Committee shall meet as necessary, but not less than once each calendar year, to
carry out the duties set forth herein. The Joint Operating Committee shall hold a
meeting at the request of either Party, at a time and place agreed upon by the
representatives. The Joint Operating Committee shall perform all of its duties
consistent with the provisions of this LGIA. Each Party shall cooperate in
providing to the Joint Operating Committee all information required in the
performance of the Joint Operating Committee's duties. All decisions and
agreements, if any, made by the Joint Operating Committee, shall be evidenced in
writing. The duties of the Joint Operating Committee shall include the following:
29 .1.1 Establish data requirements and operating record requirements.
29.1.2 Review the requirements, standards, and procedures for data acquisition
equipment, protective equipment, and any other equipment or software.
29.1.3 Annually review the one (1) year forecast of maintenance and planned
outage schedules of Transmission Provider's and Interconnection
Customer's facilities at the Point of Interconnection.
29.1.4 Coordinate the scheduling of maintenance and planned outages on the
Interconnection Facilities, the Large Generating Facility and other facilities
that impact the normal operation of the interconnection of the Large
Generating Facility to the Transmission System.
29.1.5 Ensure that information is being provided by each Party regarding
equipment availability.
29 .1.6 Perform such other duties as may be conferred upon it by mutual agreement
of the Parties.
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Article 30. Miscellaneous
30.1 Binding Effect. This LGIA and the rights and obligations hereof, shall be binding
upon and shall inure to the benefit of the successors and assigns of the Parties
hereto.
30.2 Conflicts. In the event of a conflict between the body of this LGIA and any
attachment, appendices or exhibits hereto, the terms and provisions of the body of
this LGIA shall prevail and be deemed the final intent of the Parties.
30.3 Rules of Interpretation. This LGIA, unless a clear contrary intention appears,
shall be construed and interpreted as follows: (1) the singular number includes the
plural number and vice versa; (2) reference to any person includes such person's
successors and assigns but, in the case of a Party, only if such successors and
assigns are permitted by this LGIA, and reference to a person in a particular
capacity excludes such person in any other capacity or individually; (3) reference
to any agreement (including this LGIA), document, instrument or tariff means
such agreement, document, instrument, or tariff as amended or modified and in
effect from time to time in accordance with the terms thereof and, if applicable,
the terms hereof; ( 4) reference to any Applicable Laws and Regulations means
such Applicable Laws and Regulations as amended, modified, codified, or
reenacted, in whole or in part, and in effect from time to time, including, if
applicable, rules and regulations promulgated thereunder; (5) unless expressly
stated otherwise, reference to any Article, Section or Attachment means such
Article of this LGIA or such Attachment to this LGIA, or such Section to the
LGIP or such Appendix to the LGIP, as the case may be; ( 6) "hereunder",
"hereof', "herein", "hereto" and words of similar import shall be deemed
references to this LGIA as a whole and not to any particular Article or other
provision hereof or thereof; (7) "including" (and with correlative meaning
"include") means including without limiting the generality of any description
preceding such term; and (8) relative to the determination of any period of time,
"from" means "from and including", "to" means "to but excluding" and "through"
means "through and including".
30.4 Entire Agreement. This LGIA, including all Appendices and Schedules attached
hereto, constitutes the entire agreement between the Parties with reference to the
subject matter hereof, and supersedes all prior and contemporaneous
understandings or agreements, oral or written, between the Parties with respect to
the subject matter of this LGIA. There are no other agreements, representations,
warranties, or covenants which constitute any part of the consideration for, or any
condition to, either Party's compliance with its obligations under this LGIA.
LOIA Between Idaho Power Compaany
and Franklin Solar LLC Page 84 of 106
30.5 No Third Party Beneficiaries. This LGIA is not intended to and does not create
rights, remedies, or benefits of any character whatsoever in favor of any persons,
corporations, associations, or entities other than the Parties, and the obligations
herein assumed are solely for the use and benefit of the Parties, their successors in
interest and, where permitted, their assigns.
30.6 Waiver. The failure of a Party to this LGIA to insist, on any occasion, upon strict
perfonnance of any provision of this LGIA will not be considered a waiver of any
obligation, right, or duty of, or imposed upon, such Party.
Any waiver at any time by either Party of its rights with respect to this LGIA shall
not be deemed a continuing waiver or a waiver with respect to any other failure to
comply with any other obligation, right, duty of this LGIA. Termination or
Default of this LGIA for any reason by Interconnection Customer shall not
constitute a waiver of Interconnection Customer's legal rights to obtain an
interconnection from Transmission Provider. Any waiver of this LGIA shall, if
requested, be provided in writing.
30.7 Headings. The descriptive headings of the various Articles of this LGIA have
been inserted for convenience of reference only and are of no significance in the
interpretation or construction of this LGIA.
30.8 Multiple Counterparts. This LGIA may be executed in two or more
counterparts, each of which is deemed an original but all constitute one and the
same instrument.
30.9 Amendment. The Parties may by mutual agreement amend this LGIA by a
written instrument duly executed by the Parties.
30.10 Modification by the Parties. The Parties may by mutual agreement amend the
Appendices to this LGIA by a written instrument duly executed by the Parties.
Such amendment shall become effective and a part of this LGIA upon satisfaction
of all Applicable Laws and Regulations.
30.11 Reservation of Rights. Transmission Provider shall have the right to make a
unilateral filing with FERC to modify this LGIA with respect to any rates, tenns
and conditions, charges, classifications of service, rule or regulation under section
205 or any other applicable provision of the Federal Power Act and FERC's rules
and regulations thereunder, and Interconnection Customer shall have the right to
make a unilateral filing with FERC to modify this LGIA pursuant to section 206 or
any other applicable provision of the Federal Power Act and FERC's rules and
regulations thereunder; provided that each Party shall have the right to protest any
such filing by the other Party and to participate fully in any proceeding before
FERC in which such modifications may be considered. Nothing in this LGIA
LOIA Between Idaho Power Compaany
and Franklin Solar LLC Page 85 of 106
shall limit the rights of the Parties or of FERC under sections 205 or 206 of the
Federal Power Act and FERC's rules and regulations thereunder, except to the
extent that the Parties otherwise mutually agree as provided herein.
30.12 No Partnership. This LGIA shall not be interpreted or construed to create an
association, joint venture, agency relationship, or partnership between the Parties
or to impose any partnership obligation or partnership liability upon either Party.
Neither Party shall have any right, power or authority to enter into any agreement
or undertaking for, or act on behalf of, or to act as or be an agent or representative
of, or to otherwise bind, the other Party.
LGIA Between Idaho Power Compaany
and Franklin Solar LLC Page 86 of 106
IN WITNESS WHEREOF, the Parties have executed this LGIA in duplicate
originals, each of which shall constitute and be an original effective Agreement between
the Parties.
Transmission Provider: Idaho Power Company
By:4 J ~
Title:,});,~ L'f42/J,¢'J ~WU'
Date: / ;.--F E;S-.! ti? 2 (d)
Interconnection Customer: Frankin Solar LLC
LGIA Between Idaho Power Compaany
and Franklin Solar LLC Page 87 of 106
Attachment A
Upgrades
Attachment B
Attachment C
Attachment D
Attadchment E
Attachment F
Attachment G
Attachments to LGIA
Interconnection Facilities, Network Upgrades, and Distribution
Milestones
Interconnection Details
Security Arrangements Details
Commercial Operation Date
Addresses for Delivery of Notices and Billings
Requirements of Generators Relying on Newer Technologies
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and Franklin Solar LLC Page 88 of 106
Attachment A to LGIA
Interconnection Facilities, Network Upgrades and Distribution Upgrades
1. General Facility Desription:
Franklin Solar (Interconnection Customer) has stated that the proposed project will consist of a
100 MW photovoltaic project in Twin Falls County, Idaho and connect to the 345kV system at
Idaho Power Company (IPC)'s Jackpot Solar Interconnection Station on the Midpoint-Hum bolt
transmission line. The total project output as studied is 100 MW.
As of the date of this LOIA, there are projects ahead of Franklin Solar in the queue (GI # 502,
503, 513, 514, 517 and 523); and an associated TSR #88754178 for which costs related to
Network Upgrades or other facilities are assumed. The recommended upgrades for GI
numbers 502,503,513,514,517 and 523; and associated TSR #88754178 were assumed to be
completed prior to the interconnection of the Project. For this and other reasons, the cost
estimates included in this LOIA are estimates only, are based on currently known or assumed
facts that may not be accurate or materialize, and are subject to change.
Contact Information for Interconnection Customer is as follows:
Peter Richardson
Alternative Power Development Northwest, LLC
515 N 27 th Street
Boise, Idaho
(a) Interconnection Customer's Facilities:
The Interconnection Customer will install solar arrays, inverters, disconnect switches, distribution
collector system, transformers (including a main step-up transformer), controllers, appropriate
grounding measures, and associated auxiliary equipment. Interconnection Customer will build
facilities to the Point of Change of Ownership.
(b) Transmission Provider's Interconnection Facilities:
IPC will install a meter, a dead-end structure, a 345kV air break switch, three CTs and the required
foundations (Interconnection Facilities) in the IPC Jackpot Solar Interconnection Station yard to
allow the Interconnection Customer to interconnect the Project. IPC will install facilities up to the
Point of Change of Ownership. Revenue metering will be accomplished on the high side of the
Interconnection Customer-owned transformer.
To meetNERC's MOD-11 and 13-WECC-CRT-1, Rl.2 requirements, IPC will install equipment to
collect and transmit Phasor Measurement Unit (PMU) data to IPC. The data can be made available
to the Interconnection Customer on request.
The minimum acceptable PMU message rate is 30 samples per second. The minimum set of PMU
measurement channels recorded at the POI is shown below. Additional or substitute channels may
LOIA Between Idaho Power Compaany
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be required on a per case basis depending on the interconnection configuration and facility design
details.
• Frequency
• Frequency Delta (dF/dt)
• A-B-C Phase Voltage Magnitude
• A-B-C Phase Voltage Angle
• Positive Sequence Voltage Magnitude
• Positive Sequence Voltage Angle
• A-B-C Phase Current Magnitude
• A-B-C Phase Current Angle
• Positive Sequence Current Magnitude
• Positive Sequence Current Angle
(c) Telecommunications: Interconnection Customer is not responsible for any third party
data or communication circuits required by IPC.
2. Network Upgrades:
Assuming that the Network Upgrades associated with GI # 502,503,513, 514, 517, 523, and
TSR #88754178 are constructed, no further network upgrades, transmission upgrades,
substation upgrades or distribution upgrades are required for interconnection service.
Interconnection Facilities Cost Estimate
Assuming that Network Upgrades associated with GI # 502, 503,513,514,517, 523, and the
associated TSR #88754178 are constructed, the following good faith estimates are provided in
2019 dollars and are based on a number of further assumptions and conditions. IPC does not
warrant or guarantee the estimated costs in the table below, which are estimates only and are
subject to change. Interconnection Customer will be responsible for all actual costs incurred in
connection with the work to be performed by IPC and its agents and allocated to Interconnection
Customer as set forth below, under the terms and subject to the conditions included in any GIA
executed by IPC and Interconnection Customerlnterconnection Customer's responsibility for
payment security pursuant to any GIA executed by IPC and Interconnection Customer shall be
commensurate with the costs allocated to Interconnection Customer.
The estimated cost below is required to be paid in full by the Interconnection Customer, or other
arrangement acceptable to IPC are made with !PC's Credit Department, prior to IPC commencing
construction on the project.
Interconnection Facilities:
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and Franklin Solar LLC Page 90 of 106
Install Interconnection Facilities as described in Section 1.5 of the
Interconnection Facilities Study.
GRAND TOTAL
3. Note Regarding Transmission Service:
Interconnection
Customer
$295,000
$295,000
This LGIA is the result of a request for Network Resource Interconnection Service. This LGIA
identifies the facilities necessary to provide such service. Network Resource Interconnection
Service in and of itself does not convey any right to transmission service or to deliver electricity to
any specific customer or Point of Delivery. In addition, the provision of Network Integration
Transmission Service or firm Point-to-Point Transmission Service may require additional studies
(which may be performed in response to a request for such transmission service) and the construction
of additional upgrades.
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and Franklin Solar LLC Page 91 of 106
Attachment B to LGIA
Estimated Milestones
These milestones will begin, and the construction schedule referenced below will only be valid,
upon receipt of funding from Interconnection Customer or its authorized third party no later than
the date set forth below for such payment. IPC will not commit any resources toward project
construction that have not been funded by Interconnection Customer. Additionally, failure by
Interconnection Customer to make the required payments by the date(s) specified below may result
in the loss of milestone dates and construction schedules set forth below. In the event that the
Interconnection Customer is unable to meet dates as outlined below, Interconnection Customer
may request an extension of the Operation Date ofup to three (3) years. Interconnection
Customer's request will be evaluated by IPC to ensure Interconnection Customer's request does
not negatively impact other projects in IPC's Generator Interconnection Queue. Such extension
will be allowed only if IPC determines, in its sole discretion, that the extension will not negatively
impact other projects in !PC's Generator Interconnection Queue. Estimated milestones, which will
be updated and revised for inclusion in the GIA in light of subsequent developments and
conditions, are as follows:
July 1, 2020
April 1, 2021
January 1, 2022
January 1, 2022
June 1, 2022
July 1, 2022
July 6, 2022
Interconnection
Customer
/PC
/PC
/PC
!PC
/PC
Interconnection
Customer
LGIA Between Idaho Power Compaany
and Franklin Solar LLC
/PC receives Notice to Proceed and
construction funding or arrangements
acceptable to /PC are made with /PC's Credit
Department
(Assuming that the Jackpot Solar
Interconnection Station contruction proceeds
forward pursuant to the LG/A between Idaho
Power Company and Jackpot Holdings, LLC
for GI# 502,503, 513, 514, 517, 523, and
TSR #88754178)
/PC Engineering and Design Complete
/PC Long Lead Material Procured/Received
New generation must be modeled and
submitted to EIM a minimum of 6 months
prior to coming online, failure to submit by
given lead time will results in project delay.
/PC Construction Complete
/PC Commissioning Complete
Switch at the Point of Interconnection can be
closed.
Page 92 of 106
IPC does not warrant or guarantee the foregoing estimated milestone dates, which are estimates only.
These milestone dates assume, among other things, that materials can be timely procured, labor
resources are available, and that outages to the existing transmission system are available to be
scheduled. Additionally, there are several matters, such as permitting issues and the performance of
subcontractors that are outside the control of IPC that could delay any estimated Operation Date.
For purposes of example only, federal, state, or local permitting, land division approval,
identification of Interconnection Facilities location, access to proposed Interconnection Facilities
location for survey and geotechnical investigation, coordination of design and construction with the
Interconnection Customer, failure ofIPC's vendors to timely perform services or deliver goods, and
delays in payment from Interconnection Customer, may result in delays of any estimated milestone
and the Operation Date of the project. To the extent any of the foregoing are outside of the
reasonable control of IPC, they shall be deemed Force Majeure events.
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Attachment C to LGIA
Interconnection Details
Type of Interconnection Service: Studied for Network Resource Interconnection Service
Full Output: 100 MW
Nominal Delivery Voltage: 345kV
Affected Parties: NV Energy (NVE)
General Facility Description
Under Article 4 of this Large Generator Interconnection Agreement (LGIA), the
Interconnection Customer has selected Network Resource Interconnection Service. The
project will have a nominal generating capacity of 1 00MW.
The Interconnection Customer's photovoltaic system was studied and may be constructed
as follows:
1. The inverter system will comprise of 60 SMA Sunny Central 1850 -US Inverters.
2. 60 inverter stations will each comprise of 1 Utility Inverter and a 1,850 KV A isolating
transformer with a 385V grounded-wye to 34.5kV delta rating. One 110 MVA 34.5kV
(WYE-GND)/345kV (WYE-GND) transformer will also be installed.
3. A plant controller will be used to control the inverter system and to implement smart
inverter functionality for operating the project within a voltage range and power factor
specified by IPC at the point of interconnection.
The above referenced inverters, or equivalent inverters that have the same specifications
and functionality as stated above must be utilized. If a different inverter is utilized that
has different specifications and functionality than that which was studied then additional
study and/or equipment may be necessary.
Point of Interconnection
IPC's Jackpot Solar Interconnection Station is located in IPC's Southern Region in Township 14S,
Range 16E, Section 29 and is approximately 15 miles north of the Nevada-Idaho border. The Point
oflnterconnection ("POI") for the Project will be on the Interconnection Customer's side of air break
LGIA Between Idaho Power Compaany
and Franklin Solar LLC Page 94 of 106
switch 302X at !PC's Jackpot Solar Interconnection Station. A drawing identifying the Point of
Interconnection is below.
----------... ----------------1---
128
'TYPE"
'-kV
GINT #2
FRANKLIN
345kV
GINT #1
JACKPOT
345kV
---~-
302X
MFG •TYPE"
AMP-kV
MFG •TYPE"
200/5
CT's NH, ff:#,
fl#
1 0
MFG "TYPE"
200/5
CT' s ###. ###,
###
•
301X
MFG "TYPE"
AMP-kV
_....... o-----2 ---------------e
3 0 •
POINT OF
[NTEf~CONNECTION
IPC
R EVENUE
[ON86 5 0
IPC I
RE\€NU~ I
ION865~
MFG "TYPE"
3-10
1 2 3
I
3000 /1800#: 1
PT' c JJ..JJ..ll.JJ, llJIJ.I..IJ
Point of Change of Ownership
The Point of Change of Ownership for the Project will be the same as the Interconnection Point.
Franklin Solar LLC
Peter Richardson
208-938-7900
Interconnection Customer
Other Facilities Provided by the Interconnection Customer
Ground Fault Equipment
The Interconnection Customer will install transformer configurations that will provide a ground
source to the transmission system.
Easements
LGIA Between Idaho Power Compaany
and Franklin Solar LLC Page 95 of 106
Property
Assuming that Network Upgrades associated with GI # 502, 503, 513, 514, 517, 523, and the
associated TSR #88754178 are constructed, the resulting Jackpot Solar Interconnection Station is
currently designed to accommodate yard space for this interconnection (Franklin) and no additional
property will need to be acquired.
If additional property/land is required, Interconnection Customer will be responsible to provide IPC
the required land in the form of fee ownership at not cost to IPC. In such case, the Interconnection
Customer, at its sole cost and expense, will provide to IPC land, documents and services as identified
below relating to IPC's land rights required for the Interconnection Facilities:
Land Transaction Documents
Land transaction documents ("Land Transaction Documents") in a form approved by IPC that may
include, but are not limited to, the following:
• Right of Entry Agreement;
• IPC Station and Interconnection Facility fee ownership parcel ("Fee
Ownership Parcel") conveyance pursuant to a Warranty Deed;
• Purchase and Sale Agreement;
• Access Easement;
• Easements for distribution service lines, major distribution power lines,
and transmission power lines and related ancillary facilities as determined
necessary by IPC at IPC's sole discretion, to support the IPC Station and
Interconnection Facilities and Interconnection Customer's development;
• Completed Applications with respective fees for Release of Easements
and/or Crossing Agreements that may be required for the Project;
• Crossing Agreements; and
• Any other Project specific documents deemed necessary by IPC.
Project Map/Site Plan
A 90% complete informational map or site plan of the Project Property with locations of all
easements to be released, new easements proposed for both Interconnection Customer and IPC,
existing IPC lines to be crossed by Interconnection Customer's facilities, Interconnection
Customer's lease and easement areas (if any), access roads, and any other features or elements
requested to be included by IPC to facilitate review and processing of the project documents.
Surveyed Legal Descriptions and Maps
Written legal description and map for each Land Transaction Document, stamped and signed by a
licensed surveyor. Each legal description and map is to be submitted to and approved by IPC's
surveyor. See IPC survey requirements in Appendix B to the Facility Study Report, attached hereto
and made a part hereof.
Title Insurance
Title report and A.L.T.A. extended owners' proforma policy of title insurance for the amount of the
value of the IPC Station and Interconnection Facility Fee Ownership Parcel and access easement
areas. Interconnection Customer shall provide proof and information to establish the value of the
LGIA Between Idaho Power Compaany
and Franklin Solar LLC Page 96 of 106
easement or property to be insured. IPC will review the title policy pro forma and will advise of any
necessary title mitigation measures to ensure clear and unencumbered title to the IPC Station and
Interconnection Facility Fee Ownership Parcel and access easement areas. Title mitigation measures
shall be performed by Interconnection Customer at Interconnection Customer's sole cost and
expense. Title policy to include endorsements as required by IPC at Interconnection Customer's
sole cost and expense. Interconnection Customer to provide an electronic copy of all exceptions to
title insurance for IPC review. Interconnection Customer to provide IPC with a final A.L.T.A.
extended owners' policy ohitle insurance.
A.L.T.A. Survey
An A.L.T.A. survey of the Project property with all existing IPC easement rights and facilities
identified. The A.L.T.A. survey shall include and identify all proposed land transaction
areas. Interconnection Customer shall provide an A.L.T.A. survey of the IPC Station and
Interconnection Facilities Fee Ownership Parcel to be conveyed to IPC and all Land Transactions.
Phase I Environmental Analysis
A Phase I environmental analysis ("Phase I EA") of Interconnection Customer's Project property
(whether fee-owned, leased, or on an easement premises) for IPC review. The Phase I EA shall
provide a map indicating the location of the IPC Station and Interconnection Facilities in relation to
any identified areas of concern. Interconnection Customer shall provide a Phase 1 EA in IPC's name
with warranties for IPC.
Land Use Authorizations/Permits
The Interconnection Customer shall secure all necessary local jurisdiction, state, and/or federal land
use authorizations and permits for the Interconnection Facilities, access road, new transmission and
distribution lines, buildings, and all facilities in support of Interconnection Customer's Project as
required by local, state or federal entities. A copy of each authorization pertaining to IPC facilities
shall be provided to IPC.
Land Division
Should a division ofland be necessary to accommodate the Interconnection Facilities Fee Ownership
Parcel, Interconnection Customer shall submit application to the proper local jurisdiction and
complete all requirements to finalize the creation of a new Interconnection Fee Ownership Parcel in
IPC's name. Interconnection Customer shall provide final approval documentation to IPC.
Interconnection Customer is advised that IPC review and approval of the Land Transaction
Documents may require six (6) to nine (9) months. Interconnection Customer is advised to provide
all required Land Transaction Documents at earliest possible time. Refer to Appendix C to the
Facility Study Report for a quick reference guide to IPC Corporate Real Estate Fee Acquisition
and/or Easement Parcel requirements. Upon IPC approval of all Land Transaction Documents,
IPC will supply to the Interconnection Customer final form documents for signature by the land
owner of record. The Interconnection Customer shall return original signed and recorded Land
Transaction Documents to IPC. All recording and mailing fees shall be paid by Interconnection
Customer. IPC shall provide to Interconnection Customer electronic copies of all fully executed and
recorded Land Transaction documents.
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and Franklin Solar LLC Page 97 of 106
Site Work
The Interconnection Customer will acquire property for IPC Station and Interconnection Facilities.
A separately fenced and lockable comer of the IPC Station yard can be made available, at the
Interconnection Customer's request, for interface equipment and facilities. The IPC Station will be
owned and maintained by IPC.
Generator Output Limit Control
The Interconnection Customer will install equipment to receive signals from IPC Grid Operations
for Generation Output Limit Control ("GOLC") -see Section 3 Operating Requirements and
Appendix A to the Facility Study Report. IPC's recommended method of communication for GOLC
is via fiber between the Interconnection Station and the Project.
Local Service
The Interconnection Customer is responsible to arrange for local service to their site, as necessary.
Generator Technical Information & Drawings
Interconnection Customer shall provide draft design prints during FSR development containing
technical information, like impedances, and equipment brand and models. After construction, the
Interconnection Customer shall submit to IPC all the as-built information, including prints with the
latest approved technical information and commissioning test results.
Property, Site Work and Station Building
The Interconnection Customer will acquire property for IPC Station and Interconnection Facilities.
A separately fenced and lockable comer of the IPC Station yard can be made available, at the
Interconnection Customer's request, for interface equipment and facilities. The IPC Station will be
owned and maintained by IPC.
Meteorological Data
In order to integrate the solar energy into the IPC's system and operate IPC's solar forecasting tool,
the Interconnection Customer must provide solar irradiation and weather data from the Project's
physical location to IPC via real time telemetry in a form acceptable to IPC. The associated cost for
obtaining this data is the Interconnection Customer's responsibility.
The data must be provided at 10 second intervals and consist of:
1. Global Horizontal Irradiance
2. Plane of Array Irradiance
3. Ambient Temperature
4. Wind Speed and Wind Direction
5. Relative Humidity
The installed instruments must equal or exceed the specifications of the following
instruments:
Temperature and Relative Humidity: R.M Young Relative Humidity and
Temperature Probe Sensors Model 41382
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Wind: R.M Young Wind Monitor Model 05103
Pryanometer: Apogee Instruments Model SP-230
Monitoring Information
If the Interconnection Customer requires the ability to monitor information related to the IPC
breaker/relay (i.e. Mirrored Bits) in the IPC Station, they are required to supply their own
communications circuit to the interface area or the station yard. The fiber communication circuit
used for GOLC is acceptable.
Idaho Power Company's Interconnection Facilities
All interconnection equipment electrically located on the utility side of the Interconnection Point
shall be owned, operated, and maintained by the Transmission Provider.
IPC will install a meter, a dead-end structure, a 345kV air break switch, three CTs and the required
foundations (Interconnection Facilities) in the IPC Jackpot Solar Interconnection Station yard to
allow the Interconnection Customer to interconnect the Project. IPC will install facilities up to the
Point of Change of Ownership. Revenue metering will be accomplished on the high side of the
Interconnection Customer-owned transformer.
Operating Requirements
The Project is required to comply with the applicable Voltage and Current Distortion Limits found
in IEEE Standard 519-1992 IEEE Recommended Practices and requirements for harmonic Control
in Electrical Power Systems or any subsequent standards as they may be updated from time to
time.
The Project will be subject to reductions directed by IPC Grid Operations during transmission system
contingencies and other reliability events. When these conditions occur, the Project will be subject
to Generator Output Limit Control (' GOLC") and will have equipment capable of receiving an
analog setpoint via DNP 3.0 from IPC for GOLC. Generator Output Limit Control will be
accomplished with a setpoint and discrete output control from IPC to the Project indicating
maximum output allowed. For more detail see below.
Low Voltage Ride Through: The Project must be capable ofriding through faults on adjacent
sections of the power system without tripping due to low voltage. The Project must meet or exceed
the Low Voltage Ride-Through requirements as set forth in NERC Standard PRC-024.
Frequency Response Requirements: Generator must be capable of providing Fast Frequency
Response for both positive and negative frequency deviations from 60Hz ( +/-0.036 Hz) for Bulk
Electric System disturbances. The required frequency response will be linear for a deviation of 0
to+/-0.1 Hz, a response of0% to 3% of generator capacity, with a maximum required response of
3% of generator's full capacity for as long as the generator is able to provide support or the
frequency deviation is reduced to within stated limits, whichever occurs first. Provided that
Generator meets the above Fast Frequency Response requirements, Company shall not curtail
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Interconnection Customer when such curtailments are caused by a need to comply with applicable
Frequency Responsive reliability standards.
Interconnection Customer will be able to modify power plant facilities on the Interconnection
Customer side of the Interconnection Point with no impact upon the operation of the transmission
or distribution system whenever the generation facilities are electrically isolated from the system via
the 302X switch and a terminal clearance is issued by IPC's Grid Operator.
Reactive Power
The Project must be capable of+/-0.95 power factor operation, as measured at the Interconnection
Point, for all MW production levels. The Project must have equipment capable ofreceiving an analog
setpoint, via DNP 3.0 from IPC for Voltage Control. The setpoint will be the desired voltage level
as measured at the interconnect bus. The range of setpoint will be 345kV to 362kV. For more detail
see Appendix A to the Facility Study Report.
The Interconnection Customer will install transformer configurations that provide a ground source
to the transmission system.
Generation Output Limit Control
The Project will be subject to reductions directed by Idaho Power Company Grid Operations during
transmission system contingencies and other reliability events. When these conditions occur, the
Project will be subject to Generator Output Limit Control ("GOLC") and have equipment capable
of receiving signals from IPC for GOLC. Generator Output Limit Control will be a setpoint from
IPC to the Project indicating maximum output allowed during transmission contingencies as
specified below.
).
Generation Interconnection Control Requirements
1. Generator Output Limit Control (GOLC)
1.1 IPC requires Interconnected Power Producers to accept GOLC signals from IPC's
energy management system ("EMS").
1.2 The GOLC signals will consist of four points shared between the IPC EMS (via the
IPC RTU) and the Interconnection Customer'sGenerator Controller ("SGC"). The IPC RTU
will be the master and the SGC will be the slave.
1.2.1 GOLC Setpoint: An analog output that contains the MW value the Interconnection
Customer should curtail to, should a GOLC request be made via the GOLC On/Off
discrete output Control point.
1.2.1.1 An Analog Input feedback point must be updated (to reflect the GOLC
setpoint value) by the SGC upon the SGC's receipt of the GOLC setpoint change,
with no intentional delay.
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1.2.2 GOLC On/Off: A discrete output (DO) control point with pulsing Trip/Close
controls. Following a "GOLC On" control (DNP Control Code "Close/Pulse On"), the
SGC will run power output back to the MW value specified in the GOLC
Setpoint. Following a "GOLC Off' control (DNP Control Code "Trip/Pulse On"), the
Interconnection Customer is free to run to maximum possible output.
1.2.2.1 A Discrete Input (DI) feedback point must be updated (to reflect the last
GOLC DO Control Code received) by the SGC upon the SGC's receipt of the GOLC
DO control, with no intentional delay. The feedback DI should latch to an OFF state
following the receipt of a "GOLC OFF" control and it should latch to an ON state
following the receipt of an "GOLC ON" control.
1.3 If a GOLC control is issued, it is expected to see MW reductions start within 1 minute
and plant output to be below the GOLC Setpoint value within 10 minutes.
2. Voltage Control
2.1 IPC requires Transmission-Interconnected Power Producers to accept voltage control
signals from IPC's EMS when they are connected to IPC's transmission system.
2.2 The voltage control will consist of one setpoint and one feedback point shared
between the IPC EMS and the SGC.
2.3 The setpoint will contain the desired target voltage for plant operation. This setpoint
will have a valid control range between 0.95 and 1.05 per unit ("p.u.") of nominal system
voltage.
2.4 The control will always be active, there is no digital supervisory point like the Curtail
On/Off control above.
2.4.1 When a setpoint change is issued an Analog Input feedback point must be
updated (to reflect the voltage control setpoint value) by the SGC upon the SGC's receipt
of the voltage control setpoint change, with no intentional delay.
2.4.2 When a setpoint change is received by the SGC, the voltage control system
should react with no intentional delay.
2.4.3 The voltage control system should operate at the voltage indicated by the
setpoint with an accuracy of+/-0.5% of the nominal system voltage.
2.5 The Interconnection Customer should supervise this control by setting up "reasonability
limits", i.e . configure a reasonable range of values for this control to be valid. As an example, they
will accept anything in the valid control range (between 0.95 and 1.05 p.u.) but reject values outside
this range. If they were fed an erroneous value outside the valid range, their control system would
default to the last known, good value.
3. Generation Interconnection Data Points Requirements
Dieital Inputs to IPC (DNP Obj. 01, Var. 2)
Index I Description I State (0/1) I
LGIA Between Idaho Power Compaany
and Franklin Solar LLC
Comments:
Page 101 of 106
Feedback provided by
0 GOLC Off/On (Control Feedback) Off/On Interconnection Customer
FREQUENCY RESPONSE OFF/ON (Control Feedback provided by
1 Feedback) Off/On Interconnection Customer
52A Interconnection Customer Main Breaker
2 (if present) Open/Closed Sourced at substation
52A Interconnection Customer Capacitor
3 Breaker (if present) Open/Closed Sourced at substation
Digital Outputs to Interconnection Customer (DNP Obj. 12, Var.1)
Index Description Comments:
0 GOLC Off/On Control issued by IPC
1 Frequency Response Off/On Control issued by IPC
Analog Inputs to IPC <DNP Obj. 30, Var. 2)
Index Description
0
I
2
3
4
5
6
7
8
GOLC Setpoint Value Received
(Feedback)
Voltage Control Setpoint Value Rec'd
(Feedback)
Maximum Park Generating Capacity
Ambient Temperature
Wind Direction
Wind Speed
Relative Humidity
Global Horizontal Irradiance
Plane of Array Irradiance
LGIA Between Idaho Power Compaany
and Franklin Solar LLC
Raw Raw EU
High Low High
-
32767 32768 TBD
-
32767 32768 TBD
-
32767 32768 TBD
-
32767 32768 327.67
-
32767 32768 327.67
-
32767 32768 327.67
-
32767 32768 TBD
-
32767 32768 TBD
-
32767 32768 TBD
EU EU
Low Units Comments:
Provided by
Interconnection
TBD MW Customer
Provided by
Interconnection
TBD kV Customer
Provided by
Interconnection
TBD MW Customer
Provided by
Interconnection
-327.68 DEGC Customer
Deg Provided by
from Interconnection
-327.68 North Customer
Provided by
Interconnection
-327.68 MIS Customer
Provided by
Interconnection
TBD % Customer
Provided by
Interconnection
TBD W/M "2 Customer
Provided by
Interconnection
TBD W/M"2 Customer
Page 102 of 106
9 SPARE
10 SPARE
11 SPARE
12 SPARE
13 SPARE
14 SPARE
15 SPARE
16 SPARE
17 SPARE
Analo2 Outputs to Interconnection Customer (DNP Obi. 41, Var. 2)
Index Description
0
1
2
3
4
5
6
7
8
9
GOLC Setpoint
Voltage Control Setpoint
SPARE
SPARE
SPARE
SPARE
SPARE
SPARE
SPARE
SPARE
LGIA Between Idaho Power Compaany
and Franklin Solar LLC
Raw
High
32767
32767
Raw EU EU EU
Low High Low Units Comments:
-32768 TBD TBD MW Control issued by IPC
-32768 TBD TBD kV Control issued by IPC
Page 103 of 106
Attachment D to LGIA
Security Arrangements Details
Infrastructure security of Transmission System equipment and operations and control
hardware and software is essential to ensure day-to-day Transmission System reliability
and operational security. FERC will expect all Transmission Providers, market
participants, and Interconnection Customers interconnected to the Transmission System to
comply with the recommendations offered by the President's Critical Infrastructure
Protection Board and, eventually, best practice recommendations from the electric
reliability authority. All public utilities will be expected to meet basic standards for system
infrastructure and operational security, including physical, operational, and cyber-security
practices.
LGIA Between Idaho Power Compaany
and Franklin Solar LLC Page 104 of 106
Attachment E to LGIA
Commercial Operation Date
This Attachment E is a part of the LOIA between Transmission Provider and
Interconnection Customer.
[Date]
[Transmission Provider Address]
Re: ______ Large Generating Facility
Dear -------
On [Date] [Interconnection Customer] has completed Trial Operation of Unit No.
This letter confirms that [Interconnection Customer] commenced Commercial
Operation of Unit No._ at the Large Generating Facility, effective as of [Date plus one
day].
Thank.you.
[Signature]
[Interconnection Customer Representative]
LG IA Between Idaho Power Compaany
and Franklin Solar LLC Page 105 of 106
Attachment F to LGIA
Addresses for Delivery of Notices and Billings
Tariff or Agreement Notices:
Transmission Provider:
Ben Brandt
Load Serving Operations Director
1221 West Idaho Street
Boise, ID 83 702
Ph 208-388-2709
Fax [phone]
BBrandt@ idahopower.com
Billings and Payments:
Transmission Provider:
Aubrae Sloan
Operations Finance
Idaho Power Company
1221 West Idaho Street
Boise, ID 83 702
Ph 208-388-5697
asloan c@ idahopower.com
Operational Issues:
Transmission Provider:
Grid Operations Real Time Desk
Ph bus hrs 208-388-2861
Ph after hrs 208-388-2826
Interconnection Customer:
Interconnection Customer:
Interconnection Customer:
-----------~
l
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and Franklin Solar LLC Page 106 of 106