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Home My WebLink About20170918Attachment 40-2A - Boswell 1 QFLGIA.pdfI MAY 2 4 209 STANDARD i esession sewceNCHCORP LARGE GENERATOR INTERCONNECTION AGREEMENT FOR A QUALIFYING FACILITY (QFLGIA) between PACIFICORP and Boswell Wind Project I,LLC Boswell Springs-1 Q409A TABLE OF CONTENTS Page RECITALS............................................................7 ARTICLE 1.DEFINITIONS..........................................................................................8 ARTICLE 2 .EFFECTIVE DATE ,TERM AND TERMINATION.......................................I 6 2 .1 Effective Date..........................................................................................I 6 2 .2 Term of Agreement....................................................................................1 6 2 .3 Change in Qualifying Facilities Status..........................................1 6 2 .4 Termination Procedures..........................................................................l 7 2 .5 Termination Cos ts ....................................................................................l 7 2 .6 Disconnection............................................................................................I 8 2 .7 Survival......................................................................................................1 8 ARTICLE 3.REGULATORY FILINGS.........................................................................1 8 3 .1 Filing..........................................................................................................I 8 ARTICLE 4 .SCOPE OF SERVICE .............................................................................I 8 4 .1 Interconnection Product Options........................................................l 8 4 .2 Performance Standards............................................................................1 9 ARTICLE 5.INTERCONNECTION FACILITIES ENGINEERING,PROCUREMENT,AND CONSTRUCTION.............................................................................................................1 9 5.1 Options........................................................................................................19 5 .2 Power System Stabilizers......................................................................1 9 5 .3 Equipment Procurement............................................................................2 0 5 .4 Construction Commencement....................................................................2 0 5.5 Work Progress............................................................................................20 5.6 Information Exchange..............................................................................2 0 5 .7 Limited Operation....................................................................................2 1 5 .8 Interconnection Customer 's Interconnection Facilities (........2 1 5 .8 .1 Interconnection Customer 's Interconnection Specifications 2 1 5 .8 .2 Transmission Provider's Review....................................................2 l 5 .8 .3 ICIF Construction..............................................................................2 I 5 .9 Transmission Provider 's Interconnection Facilities Construction..........................................................................................................2 2 5 .10 Access Rights............................................................................................2 2 5 .11 Lands of Other Property Owners..........................................................2 2 i 5 .12 Permits.......................................................................................................2 2 5.13 Early Construction of Base Case Facilities..................................23 5 .14 Suspens ion..................................................................................................2 3 5 .15 Taxes............................................................................................................2 3 5 .15 .1 Interconnection Cus tomer Payments Not Taxable ..................2 3 5 .15 .2 Representations And Covenants ..................................................2 4 5 .15 .3 Indemnification for Taxes Imposed Upon Transmission Provider 2 4 5 .15 .4 Tax Gross -Up Amount ......................................................................2 5 5.15.5 Private Letter Ruling or Change or Clarification of Law 26 5 .16.6 Subsequent Taxable Events ..........................................................2 6 5 .16 .7 Contests ..........................................................................................2 7 5 .16.8 Refund ................................................................................................2 7 5 .16 .9 Taxes other Than Income Taxes ..................................................2 8 5.16.10 Transmission owners Who Are Not Transmission Providers 29 5 .16 Tax Status..................................................................................................2 9 5 .17 Modification..............................................................................................2 9 5 .17 .1 General ..............................................................................................2 9 5 .17 .2 Standards ..........................................................................................3 0 5 .17 .3 Modification Costs ........................................................................3 0 ARTICLE 6.TESTING AND INSPECTION.................................................................30 6.1 Pre-Commercial Operation Date Testing and Modifications........30 6.2 Post-Commercial Operation Date Testing and Modifications......30 6 .3 Right to Observe Testing......................................................................3 1 6 .4 Right to Inspect......................................................................................3 1 ARTICLE 7 .METERING.............................................................................................3 I 7 .1 General........................................................................................................3 1 7 .2 Station Power Metering..........................................................................3 1 7 .3 Check Meters..............................................................................................3 2 7 .4 Standards....................................................................................................3 2 7 .5 Testing of Metering Equipment............................................................3 2 7 .6 Metering Data.........................................................................................3 2 ARTICLE S .COMMUNICATIONs .................................................................................3 2 8 .1 Interconnection Customer Obligations..............................................3 2 ii 8 .2 Remote Terminal Unit..............................................................................3 3 8 .3 No Annexation............................................................................................3 3 8 .4 No Provision of Data from a Variable Energy Resource..............3 3 ARTICLE 9.OPERATIONS.......................................................................................3 4 9 .1 General........................................................................................................3 4 9 .2 Transmis sion Provider Obligations....................................................3 4 9 .3 Interconnection Customer Obligations..............................................3 4 9 .4 Start-Up and synchronization..............................................................3 4 9.5 Reactive Power..........................................................................................3 5 9 .5 .1 Power Factor Design Criteria........................................................3 5 9 .5 .2 Voltage Schedules..............................................................................3 5 9 .5 .2 .1 Governors and Regulators ..........................................................3 5 9 .6 Outages and Interruptions....................................................................3 6 9 .6 .1 Outages..................................................................................................3 6 9 .6 .1,1 Outage Authority and Coordination........................................3 6 9 .6 .1.2 Outage Schedules ..........................................................................3 6 9 .6 .1.3 Outage Restoration......................................................................3 6 9 .6 .2 Interruption of service..................................................................3 7 9 .6 .3 Under-Frequency and Over Frequency Conditions......................3 7 9.6 .4 System Protection and Other Control Requirements................3 8 9 .6 .4 .1 System Protection Facilities ..................................................3 8 9 .6 .5 Requirements for Protection..........................................................3 9 9 .6 .6 Power Quality......................................................................................3 9 9 .7 Switching and Tagging Rules................................................................3 9 9.8 Use of Interconnection Facilities by Third Parties..................39 9 .8 .1 Purpose of Interconnection Facilities......................................3 9 9 .9 Disturbance Analysis Data Exchange..................................................4 0 ARTICLE 10 .MAINTENANCE .................................................................................4 0 10 .1 Transmission Provider Obligations....................................................4 0 10 .2 Interconnection Customer Obligations..............................................4 0 10 .3 Coordination..............................................................................................4 0 10 .4 secondary Systems....................................................................................4 0 10 .5 Operating and Maintenance Expenses..................................................4 0 ARTICLE 11.PERFORMANCE OBLIGATION...............................................................4 0 11.1 Interconnection Customer Interconnection Facilities................40 lii 11.2 Transmission Provider 's Interconnection Facilities..................4 0 11.3 Network Upgrades and Distribution Upgrades..................................4 1 11.4 System Voltage Changes..........................................................................4 1 11.5 Provision of security............................................................................4 1 ARTICLE 12 .INVOICE .............................................................................................4 1 12 .1 Final Invoice..........................................................................................4 2 12 .2 Payment........................................................................................................4 2 12 .3 Disputes......................................................................................................4 2 ARTICLE 13 .EMERGENCIES .....................................................................................4 2 13 .1 Obligations................................................................................................4 2 13 .2 Notice.........................................................................................................,4 2 13 .3 Immediate Action......................................................................................4 3 13 .4 Transmission Provider Authority........................................................4 3 13.4 .1 General ..............................................................................................4 3 13 .4 .2 Reduction and Disconnection ......................................................4 3 13 .5 Interconnection Cus tomer Authority..................................................4 4 13 .6 Limited Liability....................................................................................4 4 ARTICLE 14 .REGULATORY REQUIREMENTS AND GOVERNING LAw.........................4 4 14 .1 Regulatory Requirements........................................................................4 4 14 .2 Governing Law............................................................................................4 4 ARTICLE 15 .NOTICES ....................................................................................,........4 5 15 .1 General........................................................................................................4 5 15 .2 Billings and Payments............................................................................4 5 15 .3 Alternative Forms of Notice................................................................4 5 15 .4 Operations and Maintenance Notice....................................................4 5 ARTICLE 16 .FORCE MAJEURE .................................................................................4 5 16 .1 Force Majeure............................................................................................4 5 ARTICLE 17 .DEFAULT.............................................................................................4 6 17 .1 Def ault......................................................................................................4 6 17 .1.1 General ..............................................................................................4 6 17 .1.2 Right to Terminate ........................................................................4 6 ARTICLE 18.INDEMNITY CONSEQUENTTAL DAMAGES AND INSURANCE.................46 18.1 Indemnity....................................................................................................46 18 .2 Consequential Damages............................................................................4 8 18 .3 Insurance....................................................................................................4 8 iv ARTICLE 19 .ASSIGNMENT .......................................................................................5 0 19.1 Assignment..................................................................................................5 0 ARTICLE 20 .SEVERABILITY ...................................................................................5 0 20 .1 Severability..............................................................................................5 0 ARTICLE 21.COMPARABILITY.................................................................................5 0 21.1 Comparability............................................................................................5 0 ARTICLE 22 .CONFIDENTIALITY.............................................................................5 0 2 2 .1 Confidentiality..............................................................................,.........5 0 22 .1.1 Term ....................................................................................................5 1 22 .1 .2 Scope ..................................................................................................5 I 22 .1.3 Release of Confidential Information ......................................5 I 22 .1 .4 Rights ................................................................................................5 1 22 .1.5 No Warranties ..................................................................................5 2 22 .1.6 standard of Care ............................................................................5 2 22 .1.7 Order of Disclosure ......................................................................5 2 22 .1.8 Termination of Agreement ............................................................5 2 22 .1.9 Remedies ............................................................................................5 2 22.1.10 Disclosure to FERC or its Staff ............,.......,.........................53 ARTICLE 23.ENVIRONMENTAL RELEASES...............................................................54 ARTICLE 24.INFORMATION REQUIREMENTS...........................................................54 24 .1 Information Acquisition........................................................................5 4 24 .2 Information submission by Transmission Provider........................5 4 24 .3 Updated Information Submission by Interconnection Customer..5 4 24 .4 Information Supplementation................................................................5 5 ARTICLE 25.INFORMATION ACCESS AND AUDIT RIGHTS.....................................55 25.1 Information Access....................................,.............................................55 25.2 Reporting of Non-Force Majeure Events.................................,..........56 25 .3 Audit Rights..............................................................................................5 6 25.4 Audit Rights Periods..............................................................................5 6 25.4.1 Audit Rights Period for Construction-Related Accounts and Records 5 6 25.4.2 Audit Rights Period for All Other Accounts and Records 56 25 .5 Audit Results.......................................................,....................................5 6 ARTICLE 2 6 .SUBCONTRACTORS ...................................................................,...........5 7 2 6 .1 General........................................................................................................5 7 v 2 6 .2 Responsibility of Principal................................................................5 7 26.3 No Limitation by Insurance..................................................................57 ARTICLE 27 .DISPUTES ...........................................................................................5 7 27.1 Submission..................................................................................57 27 .2 External Arbitration Procedures........................................................5 7 27 .3 Arbitration Decisions............................................................................5 8 27 .4 Costs............................................................................................................5 8 27 .5 Naiver of Jury Trial.............................................................................5 8 ARTICLE 28 .REPRESENTATIONS ,WARRANTIES AND COVENANTS.........................5 8 2 8 .1 General........................................................................................................5 8 2 8 .1.1 Good Standing .................................................................................5 8 28 .1.2 Authority ..........................................................................................5 9 28 .1.3 No Conflict .....................................................................................5 9 28 .1.4 Consent and Approval ....................................................................5 9 ARTICLE 29.JOINT OPERATING COMMITTEE.........................................................59 29 .1 Joint operating Connittee....................................................................5 9 ARTICLE 30 .MISCELLANEOUS.................................................................................6 0 30 .1 Binding Effect..........................................................................................6 0 30 .2 Conflicts ....................................................................................................6 0 30 .3 Rules of Interpretation.....................................,..................................6 0 30 .4 Entire Agreement......................................................................................6 I 30 .5 No Third Party Beneficiaries..............................................................6 1 30 .6 Waiver..........................................................................................................6 1 30 .7 Headings......................................................................................................6 l 30 .8 Multiple Counterparts...........................................................................6 1 30 .9 Amendment....................................................................................................6 1 30 .10 Modification by the Par ties................................................................6 1 30 .11 No Partnership..........................................................................................6 2 Appendix A -Interconnection Facilities ,Network Upgrades ,and Distribution UpgradesAppendixB-Milestones Appendix C -Interconnection Details Appendix D -Security Arrangements Details Appendix E -Conmercial Operation Date Appendix F -Addresses for Delivery of Notices and Billings Appendix G -Interconnection Requirements for a wind generating Plant vi Attachment A -One-Line Diagram Attachment B -Scope of Work Attachment C -Facility Interconnection Requirements for Transmission Systems vil STANDARD LARGE GENERATOR INTERCONNECTION AGREEMENT FOR A QUALIFYING FACILITY THIS STANDARD LARGE GENERATOR INTERCONNECTION AGREEMENT FOR A QUALIFYING FACILITY ("Agreement"or "QFLGIA")is made and entered into this EMA day of20j3,by and between Boswell Wind Project I,LLC (Q409A),a Limited Liabil ty Compan organized and existing under the laws of the State of Delaware ("Interconnection Customer"),and PacifiCorp,an Oregon corporation organized andexistingunderthelawsoftheStateoforegon("Transmission Provider"and/or "Transmission Owner").Interconnection Customer and Transmission Provider each may be referred to sing1 as a "Party"or collectively as the "Parties." RECITALS WHEREAB,Transmission Pro ider operates the Transmission System;and WHEREAßr Interconnection Customer intends to own,lease and/or control and operate the Generating Facility identified as a Large Generating Facility inAppendixCtothisAgreement;and, WEEREAS,Interconnection Customer has initiated the certification process for the Generating Facility as a qualifying cogeneration facility or qualifying small power production facilit ("Qualifying Facility"or "QF")within the meaning of sections 201 and 210 of the Public Utility Regulatory Policies Act of 1978 (PURPA)r 16 U.S.C.796 and 824a-3;and WHEREAS,Interconnection Customer has initiated negotiation of a powerpurchaseagreement("PPA")with PacifiCorp;and WHERRAS,Interconnection Customer and Transmission Pro7ider have agreed to enter into this Agreement for the sole purpose of interconnecting its GeneratingFacilitywiththeTransmissionSystem; WHEREAB,this Agreement was originally executed on June 22,2016,and assigned to Interconnection Customer on March 21,2017 with the consent of PacifiCorp;and NOW,THEREFORE,in consideration of and subject to the mutual co-enants contained herein,it is agreed: ARTICLE 1.DEFINITIONS When used in this Agreement,terms with initial capitalization shall ba-e the meanings specified in this Article 1.Terms with initial capitalization that are not defined in this Article 1 shall ha-e che meanings specified in the Article in which they are used. Adverse System Impact shall mean the negative effects due to technical oroperationallimitsonconductorsorequipmentbeingexceededthatmaycompromise the safet and reliability of the electric system. QFLGIA Revised 12/26/2013 8 Affected System shall mean an electric system other than the Transmission Pro"ider'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 entit ,each such other corporation,partnership or other entity that directl or indirectly,through one or more intermediaries,controls,is controlled b ,or is under common control with,such corporation,partnership or other entity. Agreement shall mean this Standard Large Generator Interconnection Agreement entered into by and between Interconnection Customer and Transmission Provider. 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,directi-es,or judicial or administrative orders,permits and other duly authorized actions of any Go-ernmental Authority. Applicable Reliability Council shall mean the reliabilit council applicable to the Transmission System to which the Generating Facilit 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 Agreement. Breaching Party shall mean a Party that is in Breach of the Agreement. Business Day shall mean Wonday through Friday,excluding Federal Holidays. Calendar Day shall mean any day including Saturday,Sunday or a Federal Holiday. 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. QFLGIA Revised 12/26/2013 9 Commercial pperation shall mean the status of a Generating Facility that has commenced generating electricity,as defined by the criteria in the separate PPA between the Transmission Pro¯-ider and Interconnection Customer. Commercial Operation Date of a unit shall mean the date the GeneratingFacilitycommencesCommercialOperationasagreedtobythePartiespursuant to the PPA between the Parties. Confidential In£ormation shall mean any confidential,proprietar;or trade secret information of a plan,specification,pattern,procedure,design,de-ice,list,concept,polic or compilation relating to the present or planned business of a Party,which is designated as confidential by the Party supplying the information,whether con-e;ed orally,electronically,in writing,throughinspection,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 b the Applicable Reliability Council. Default shall mean the failure of a Breaching Party to cure its Breach in accordance with Article 17 of this Agreement. Dispute Resolution shall mean the procedure for resolution of a dispute between the Parties in which the will first attempt to resolve the dispute on an informal basis. Effective Date shall mean the date on which this Agreement becomes effective upon execution by the Parties. Emergency condition shall mean a condition or situation:(1)that in thejudgmentofthePartymakingtheclaimisimminentlylikelytoendangerlifeor property;or (2)that,in the case of a Transmission Pro7ider,is imminently likely (as determined in a non-discriminatory manner)to cause a material ad"erse 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 imminentlylikely(as determined in a non-discriminatory manner)to cause a material ad-erse effect on the securit 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 notobligatedbythisAgreementtopossessblackstartcapability. Environmental Law shall mean Applicable Laws or Regulations relating topollutionorprotectionoftheenvironmentornaturalresources. Force Majeure shall mean any act of God,labor disturbance,act of the public enemy,war,insurrection,riot,fire,stora or flood,explosion,breakage or accident to machinery or equipment,any order,regulation or restriction imposed byge-ernmental,military or lawfully established civilian authorities,or any other QFLGIA Revised 12/26/2013 10 caused beyond a Partyrs control.A Force Mäjeure e"ent does not include acts ofnegligenceorintentionalwrongdoingbythePartyclaimingForceMajeure. Generating Facility shall mean Interconnection Customer's device or devices for the production of electricit identified in the Interconnection Request,but shall not include the Interconnection Customer's Interconnection Facilities. Generating Facility Capacity shall mean the net capacit of the Generating Facilit 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 appro-ed 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 andexpedition.Good Utilit Practice is not intended to be limited to the optimumpractice,method,or act to the exclusion of all others,but rather to beacceptablepractices,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 subdi-ision,legislature,rulemaking board,tribunal, or other go"ernmental authority having jurisdiction o-er the Parties,theirrespecti-e facilities,or the respective services they pro ide,and exercising or entitled to exercise any administrati e,executive,police,or taxing authority or power;pro ided,however,that such term does not include Interconnection Customer, Transmission Provider,or an Affiliate thereof. Hamardous 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 orregulatedbyanyapplicableEnvironmentalLaw. ICIF shall mean Interconnection Customer's Interconnection Facilities. Initial Synchronization Date shall mean the date upon which the Generating Facilit 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 read to begin use of the Transmission Provider's Interconnection Facilities to obtain back feed power. Interconnection Customer shall mean any entity that proposes to interconnect its Generating Facilit with the Transmission Provider's Transmission System. Interconnection Customer's Interconnection Facilities shall mean all facilities and equipment,as identified in Appendix A of this Agreement,that are QFLGIA Revised 12/26/2013 11 located between the Generating Facility and the Point of Change of Dwnership,including any modification,addition,or upgrades to such facilities and equipment necessary to physicall and electricall interconnect the Generating Facility to the Transmission Pro-ider's Transmission System.Interconnection Customer's Interconnection Facilities are sole use facilities. Interconnection Facilities shall mean the Transmission Pro,ider's Interconnection Facilities and the Interconnection customer's Interconnection Facilities.Collectively,Interconnection Facilities include all facilities andequipmentbetweentheGeneratingFacilityandthePointofInterconnection, including any modification,additions or upgrades that are necessary to physically and electrically interconnect the Generating Facility to the Transmission Pro-ider's Transmission System.Interconnection Facilities are sole use facilities. Interconnection Facilities Study shall mean a stud·;conducted b the Transmission Provider or a third party consultant for the Interconnection Customer to determine a list of facilities (including Transmission Pro-ider's Interconnection Facilities and Network Upgrades as identified in the Interconnection System Impact Study),the cost of those facilities,and the timerequiredtointerconnecttheGeneratingFacilitywiththeTransmissionProvider'sTransmissionSstem.The scope of the study is defined in Section B of the LGIP. Interconnection Facilities Study Agreement shall mean the form of agreement contained in Appendix 4 of the LGIP for conducting the Interconnection FacilitiesStudy. 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 S stem,the scope of which is described in Section 6 of the LGIP. Interconnection Feasibility Study Agreement shall mean the form of agreement contained in Appendix 2 of the LGIP for conducting the Interconnection FeasibilityStudy. Interconnection Request shall mean an Interconnection Customer's request,in the form of Appendix 1 to the LGIP,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 ser"ice provided by the Transmission Pro'rider associated with interconnecting the Interconnection Customer's Generating Facility to the Transmission Provider's Transmission System and enabling it to recei-e electric energy and capacity from the Generating Facility at the Point ofInterconnection,pursuant to the terms of this Agreement. Interconnection Study shall mean any of the following studies:the Interconnection Feasibilit Study,the Interconnection System Impact study,and the Interconnection Facilities Study described in the LGIP. OFLCIA Revised 12/26/2013 12 Interconnection System Impact Study shall mean an engineering stud that e-aluates the impact of the proposed interconnection on the safet and reliability of Transmission Provider's Transmission System and,if applicable,an Affected S stem.The study shall identify and detail the system impacts that would result if the Generating Facility were interconnected without project modifications orsystemmodifications,focusing on the Ad-erse System Impacts identified in the Interconnection Feasibility Study,or to study potential impacts,including but not limited to those identified in the Scoping leeting as described in the LGIP Standard Large Generator Interconnection Procedures. Interconnection System Impact Study Agreement shall mean the form ofagreementcontainedinAppendix3oftheLGIPforconductingtheInterconnection System Impact Study. IRS shall mean the Internal Re¯,enue 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 Ser-ice. Large Generating Facility shall mean a Generating Facility ha-ring aGeneratingFacilitCapacityofmorethan20WW. LGIP shall mean the Standard Large Generator Interconnection Procedures contained in the Transmission Provider's Open Access Transmission Tariff. Loss shall mean any and all losses relating to injury to or death of any person or damage to property,demand,suits,reco-eries,costs and expenses,court costs,attorney fees,and all other obligations b or to third parties,arising out of or resulting from the other Party's performance,or non-performance of itsobligationsunderthisAgreementonbehalfoftheindemnifyingPart,except in cases of gross negligence or intentional wrongdoing by the indemnifying Party. Material Modification shall mean those modifications that ha-e a material impact on the cost or timing of an;Interconnection Request (made pursuant to the LGIP)with a later queue priority date. Metering Equipment shall mean all metering equipment installed or to be installed at the Generating Facility pursuant to this Agreement at the meteringpoints,including but not limited to instrument transformers,MWh-meters,dataacquisitionequipment,transducers,remote terminal unit,communications equipment, phone lines,and fiber optics. NERC shall mean the North American Electric Reliability Council or its successor organization. Net Output shall mean all energy and capacity produced by the GeneratingFacilityanddeliveredtothePointofDelivery,net of transformation, transmission,or other losses,if any,and less Station Power. QFLGIA Revised 12/26/2013 13 Network Upgrades shall mean the additions,modifications,and upgrades to the Transmission Pro-ider's Transmission System required at or beyond the point at which the Interconnection Facilities connect to Transmission Provider's Transmission System to accommodate the interconnection of the Generating Facility to Transmission Pro-ider's Transmission System. Notice of Dispute shall mean a written notice of a dispute or claim that arises out of or in connection with this Agreement or its performance. DATT shall mean the Transmission Pro-ider's Open Access Transmission Tariff on file with the Federal Energy Regulatory Commission ("FERC"). Optional Interconnection Study shall mean a sensitivit analysis based onassumptionsspecifiedbytheInterconnectionCustomerintheOptional Interconnection Study Agreement. Optional Interconnection Study Agreement shall mean the form of agreement contained in Appendia 5 of the LGIP for conducting the Optional Interconnection Study. Party shall mean Transmission Pro-ider (and/or Transmission Owner)or Interconnection Customer. Parties shall mean Transmission Provider (and/or Transmission Owner)and Interconnection Customer. Point of Change of Ownership shall mean the point,as set forth in Appendix A to this 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 Appendix A to this Agreement,where the Interconnection Facilities connect to the Transmission Provider's Transmission S stem. Power System Stabilisers shall ha'e the meaning designated in the guidelines and procedures established by the Applicable Reliability Council. Purchase Power Agreement (PPA)shall mean the separate agreement between the Transmission Provider and Interconnection Customer whereby the Interconnection Customer owns and operates a Qualifying Facilit and sells the Net Output of that Qualifying Facility to the Transmission Provider pursuant to the Public UtilityRegulatorPoliciesActof1978(PURPA),16 U.S.C.796 and 824a-3. QF shall mean Qualifying Facility. QFLGIA shall mean this Agreement. Qualifying Facility (OF)shall mean a qualifying cogeneration facility or qualifying small power production facility within the meaning of sections 201 and 210 of the Public Utility Regulatory Policies Act of 1978 (PURPA),16 U.S.C.796 and 824a-3. IQFLGIA Revised 12/26/2013 14 2ueue Position shall mean the order of a "alid Interconnection Request (sub:mitted pursuant to the LGIP),relative to all other pending valid Interconnection Requests,that is established based upon the date and time ofreceiptofthevalidInterconnectionRequestbytheTransmissionPro,ider. Reasonable Efforts shall mean,with respect to an action required to be attempted or taken by a Party under this Agreement,efforts that are timely and consistent with Good Utility Practice and are otherwise substantially equi-alent to those a Party would use to protect its own interests. Scoping Meeting shall mean the meeting between representati"es 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 e--aluations 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 de-elop a site for the purpose ofconstructingtheGeneratingFacility;(2)an option to purchase or acquire a leasehold site for such purpose;or (3)an exclusioity or other businessrelationshipbetweenInterconnectionCustomerandtheentityhavingthe right to sell,lease or grant Interconnection Customer the right to possess or cocupy 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 Pro-ider and the Interconnection Customer must agree as to what constitutes Stand Alone Network Upgrades and identify them in Appendix 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 under the Transmission Pro':ider's OATT pertaining to a Large Generating Facility that is not a Qualifying Facility. Standard Large Generator Interconnection Procedures shall mean the interconnection procedures in the Transmission Pro-ider's OATT applicable to an Interconnection Request pertaining to a Large Generating Facility. Station Power shall mean electric power used and necessary in the process of producing power at Interconnection Customer's Generation Facility including the electric power necessary for auxiliary equipment such as pumps,blowers,fans,fueltransportationsstems,and similar auxiliary systems that are a necessary andintegralpartofthepowerproductionprocess. System Protection Facilities shall mean the equipment,including necessaryprotectionsignalcommunicationsequipment,required to protect (1)the Transmission Provider's Transmission System from faults or other electrical IQFLGIA Revised 12/26/2013 15 disturbances occurring at the Generating Facility and (2)the Generating Facility from faults or other electrical system disturbances occurring on the Transmission Pro-ider's Transmission System or on other deli"er systems or other generatingsystemstowhichtheTransmissionPro-ider's Transmission System is directl connected. 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 QFLGIA to the extent necessary. Transmission Provider shall mean PacifiCorp. 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 inAppendixAtothisAgreement,including any modifications,additions or upgrades to such facilities and equipment.Transmission Pro¯-ider'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 b the Transmission Provider or Transmission Owner that are used to pro ide transmission service. Trial Operation shall mean the period during which Interconnection Customer is engaged in on-site test operations and commissioning of the Generating FacilitypriortoCommercialOperation. Variable Energy Resource shall mean a de-ice for the production of electricity that is characterized by an energy source that:(1)is renewable;(2) cannot be stored by the facilit;owner or operator;and (3)has variability that is be ond the control of the facilit owner or operator. ARTICLE 2.EFFECTIVE DATE,TERM AND TERMINATION 2.1 Effective Date.This QFLGIA shall become effective upon execution by the Parties. 2.2 Term of Agreement.Subject to the provisions of Article 2.3 and Article 2.4, this QFLGIA shall remain in effect for a period of ten (10)ears from the Effecti-e Date and shall be automatically renewed for each successive one- year period thereafter. 2.3 Change in Qualifying Facilities Status.Interconnection Customer hasrepresentedthattheGeneratingFacilityisaQualifyingFacilit.As aQualifyingFacilitsellingitselectricoutputonlytoTransmissionProvider,the Wyoming Public Service Commission has regulatory authority over the interconnection of the Generating Facility with Transmission Provider's Transmission System.If at any time during the term of this Agreement,all or a p3rtion of the output of the Qualifying Facility is to be sold to apartyotherthanTransmissionPro-ider,regulator authority for this interconnection will fall under the jurisdiction of the Federal Energ IQFLGIA Revised 12/26/2013 16 Regulatory Commission ("FERC")and this Agreement shall terminate upon the first date such electric output from the Generating Facility is produced for sale to such other part_,and no later than sixty (60)days prior to such termination date,Interconnection Customer shall enter into a new Large Generator Interconnection Agreement with Transmission Pro-ider pursuant to Transmission Pro-ider's Open Access Transmission Tariff. 2.4 Termination Procedures:No termination shall become effective until the Parties have complied with all Applicable Laws and Regulations applicable to such termination. 2.4.1 The Interconnection Customer may terminate this Agreement at any time b gi-ing the Transmission Provider ninety (90)Calendar Da s written notice. 2.4.2 Either Part may terminate this Agreement after Default pursuant to Article 17. 2.4.3 The termination of this Agreement shall not relieve either party of its liabilities and obligations,owed or continuing at the time of the termination. 2.4.4 The pro isions of this article shall survive termination or expiration of this Agreement. 2.5 Termination Costs.If a Party elects to terminate this Agreement pursuant to Article 2.4 above,the terminating 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 otherParty,as of the date of the non-terminating Party's receipt of such notice of termination,that are the responsibility of the terminating Party under this GFLGIA.In the event of termination by a Part ,the Parties shall useccmmerciallyReasonableEffortstomitigatethecosts,damages and chargesarisingasaconsequenceoftermination.Upon termination of this QFLGIA: 2.5.1 With respect to any portion of Transmission Provider's Interconnection Facilities that have not ;et been constructed or installed, Transmission Provider shall to the extent possible and with Interconnection Customer's authorization cancel any pending orders of, or return,any materials or equipment for,or contracts for construction of,such facilities;pro'-ided that in the event Interconnection Customer elects not to authorize such cancellation, Interconnection Customer shall assume all payment obligations withrespecttosuchmaterials,equipment,and contracts,and Transmission Provider shall deli-er such material and equipment,and,if necessary,assign such contracts,to Interconnection Customer as soon aspracticable,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 an;costs,includingpenaltiesincurredbyTransmissionPro·-ider to cancel any pending orders of or return such materials,equipment,or contracts. QFLG|lA Revised 12/26/2013 17 If an Interconnection Customer terminates this QFLGIA,it shall beresponsibleforallcostsincurredbyTransmissionProviderin 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 Pro-ider has incurred expenses and has not been reimbursed by Interconnection Customer. 2.5.2 Transmission Provider ma ¯,at its option,retain any portion of such materials,equipment,or facilities that Interconnection Customer chooses not to accept deli-ery of,in which case Transmission Provider shall be responsible for all costs associated with procuring suchmaterials,equipment,or facilities. 2.5.3 With respect to any portion of the Interconnection Facilities,and any other facilities already installed or constructed pursuant to the terms of this QFLGIA,Interconnection Customer shall be responsible for all costs associated with the removal,relocation or other disposition or retirement of such materials,equipment,or facilities. 2.6 Disconnection.Upon termination of this QFLGIA,the Parties will take allappropriatestepstodisconnecttheGeneratingFacilityfromtheTransmissionSystem.All costs required to effectuate such disconnection shall be bornebytheterminatingParty,unless such termination resulted from the non-terminating Party's Default of this QFLGIA or such non-terminating Part; otherwise is responsible for these costs under this QFLGIA. 2.7 Survival.This QFLGIA shall continue in effect after termination to the extent necessary to provide for final billings and payments and for costs incurred hereunder,including billings and payments pursuant to this QFLGIA; to permit the determination and enforcement of liability and indemnificationobligationsarisingfromactsoreventsthatoccurredwhilethisQFLGIA was in effect;and to permit each Party to have access to the lands of the otherPartypursuanttothisQFLGIAorotherapplicableagreements,to disconnect, remo--e or salvage its own facilities and equipment. ARTICLE 3.REGUIATORY FILINGS 3.1 Filing.Transmission Provider shall file this QFLGIA (and any amendment hereto)with the appropriate Go-rernmental Authority,if required.If Interconnection Customer has executed this QFLGIA,or any amendment thereto, Interconnection Customer shall reasonabl cooperate with Transmission Provider with respect to such filing and to provide any informationreasonablyrequestedbyTransmissionPro--ider needed to comply withapplicableregulatoryrequirements. ARTICLE 4 .SCOPE OF SERVICE 4.1 No Transmission Delivery Service;No Agreement to Purchase Output.The execution of this QFLGIA does not constitute a request for,nor the pro--ision QFLGIA Revised 12/26/2013 18 of,any transmission delivery ser-ice under Transmission Pro"ider's ORTT,and does not convey any right to deliver electricity to any specific customer orPointofDeli-ery.At the time the request for transmission deli ¯ery service from the Generating Facility is made by the purchaser of the output from theGeneratingFacility,the Transmission Pro-ider will separatel stud;deli-erability in accordance with Transmission Pro-ider's OATT.With regard to the purchase of output,the execution of the GFLGIA does not constitute anagreementtopurchasetheNetOutputoranyportionoftheoutputoftheGeneratingFacility. 4.2 Performance Standards.Each Party shall perform all of its obligations under this QFLGIA in accordance with Applicable Laws and Regulations,Applicable Reliabilit Standards,and Good Utility Practice,and to the extent a Party is required or pre-ented or limited in taking any action by such regulations and standards,such Party shall not be deemed to be in Breach of this QFLGIA for its compliance therewith. ARTICLE 5.INTERCONNECTION FACILITIES ENGINEERING,PROCUREMENT,AND CONSTRUCTION 5.1 Transmission Provider's Interconnection Facilities and Network Upgrades. Transmission Pro¯;ider shall design,procure,and construct Transmission Provider's Interconnection Facilities and Network Upgrades.Interconnection Customer shall select the In-Ser-ice Date,Initial Synchronization Date,and Commercial Operation Date for completion of Transmission Provider's Interconnection Facilities and Network Upgrades as set forth in Appendix A, Interconnection Facilities and Network Upgrades,and such dates shall be set forth in Appendix B,Hilestones.Transmission Provider shall use 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 safet;practices,its material and equipmentspecifications,its design criteria and construction procedures,its laboragreements,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 Pro-rider shall promptly pro-ide written notice to Interconnection Customer and shall undertake Reasonable Efforts to meet the earliest dates thereafter. 5.2 Power System Stabilizers.Interconnection Customer shall procure,install, maintain and operate Power S stem Stabilizers in accordance with theguidelinesandproceduresestablishedbtheApplicableReliability Council. Transmission Provider reser es the right to reasonably establish minimumacceptablesettingsforanyinstalledPowerSystemStabilizers,subject to the design and operating limitations of the Generating Facilit;.If theGeneratingFacility's Power S stem Stabilizers are removed from service or not capable of automatic operation,Interconnection Customer shallimmediatelynotifytheTransmissionProvider's s-stem operator,or itsdesignatedrepresentati-e.The requirements of this paragraph shall notapplytowindgenerators. QFLGIA Revised 12/26/2013 19 5.3 Equipment Procurement.Transmission Provider shall commence design of Transmission Pro-ider's Interconnection Facilities or Network Upgrades and procure necessar equipment as soon as practicable after all of the following conditions are satisfied,unless the Parties otherwise agree in writing: 5.3.1 Transmission Pro,ider has completed the Facilities Study pursuant to the Facilities Study Agreement; 5.3.2 Transmission Provider has recei:ed written authorization to proceed with design and procurement from Interconnection Customer by the datespecifiedinAppendixB,Milestones;and 5.3.3 Interconnection Customer has provided security to Transmission Provider in accordance with Article 11.5 b the dates specified inAppendixB,Milestones. 5.4 Construction Commencement.Transmission Pro:ider shall commence construction of Transmission Pro-ider's Interconnection Facilities and Network Upgrades as soon as practicable after the following additional conditions are satisfied: 5.4.1 Approral of the appropriate Governmental Authority has been obtained for any facilities requiring regulatory approval; 5.4.2 Necessar real property rights and rights-of-way have been obtained, to the extent required for the construction of a discrete aspect of Transmission Pro--ider's Interconnection Facilities and NetworkUpgrades; 5.4.3 Transmission Provider has received written authorization to proceed with construction from Interconnection Customer by the date specified in Appendix B,Milestones;and 5.4.4 Interconnection Customer has provided security to TransmissionProviderinaccordancewithArticle11.5 b the dates specified inAppendixB,Milestones. 5.5 Work Progrees.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 thecompletionofTransmissionProvider's Interconnection Facilities will not berequireduntilafterthespecifiedIn-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. 5.6 Information Exchange.As soon as reasonably practicable after the Effective Date,the Parties shall exchange information regarding the design andcompatibilitofthePartiesrInterconnectionFacilitiesandcompatibilit;of Interconnection Facilities with Transmission Pro-ider's Transmission System, and shall work diligently and in good faith to make an necessary desigr changes. QFLGIA Revised 12/26/2013 20 5.7 Limited Operation.If any of Transmission Pro-ider's Interconnection Facilities or Network Upgrades are not reasonably expected to be completedpriortotheCommercialOperationDateoftheGeneratingFacility, Transmission Pro-ider 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 Generating Facility and Interconnection Customer Interconnection Facilities may operate prior to the completion of Transmission Pro-ider's Interconnection Facilities or Network Upgrades consistent with Applicable Laws and Regulations,Applicable Reliabilit Standards,Good Utility Practice,and this QFLGIA.Transmission Pro"ider shall permit Interconnection Customer to operate the Generating Facility and Interconnection Customer Interconnection Facilities in accordance with the results of such studies. 5.8 Interconnection Customer's Interconnection Facilities ("ICIF"). Interconnection Customer shall,at its expense,design,procure,construct, own and install the ICIF,as set forth in Appendix A,InterconnectionFacilities,Network Upgrades and Distribution Upgrades. 5.8.1 Interconnection Customer's Interconnection Specifications. Interconnection Customer shall submit initial specifications for the ICIF,including System Protection Facilities,to Transmission Provider at least one hundred eight;(180)Calendar Da s prior to the Initial Synchronization Date;and final specifications for review and comment at least ninet;(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,andsafetyrequirementsofTransmissionProviderandcommenton suchspecificationswithinthirty(3D)Calendar Days of Interconnection Customer's submission.All specificationsprovidedhereundershallbedeemedconfidential. 5.8.2 Transmission Provider's Review.Transmission Provider's re-iew of Interconnection Customer's final specifications shall not be construed as confirming,endorsing,or pro*¯iding a warranty as to the design,fitness,safety,durability or reliability of theGeneratingFacility,or the ICIF.Interconnection Customer shall make such changes to the ICIF as may reasonably be required by Transmission Pro3¯ider,in accordance with Good Utility Practicer to ensure that the ICIF are compatible with the technicalspecifications,and safety requirements of Transmission Pro'¯ider. 5.8.3 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 mutuall;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 GeneratingFacilityandtheICIF,plan and elevation drawings shoving thelayoutoftheICIF,a relay functional diagram,relaying AC and DC schematic wiring diagrams and relay settings for all QFLGIA Revised 12/26/2013 21 facilities associated with Interconnection Customer's step-up transformers,the facilities connecting the 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 Generating Facilit .Interconnection Customer shall provide Transmission Pro ider specifications for the excitation system,automatic -oltage regulator,GeneratingFacilitycontrolandprotectionsettings,transformer tapsettings,and communications. 5.9 Transmission Provider's Interconnection Facilities Construction.Transmission Provider's Interconnection Facilities shall be designed and constructed in accordance with Goed Utility Practice.Upon request,within one hundred twent (120)Calendar Da s after the Commercial Operation Date,unless the Parties agree on another mutually acceptable deadline,Transmission Provider shall deli"er to Interconnection Customer the "as-built"drawings, information and documents for Transmission Provider's Interconnection Facilities as ma be required. 5.10 Access Rights.Upon reasonable notice and super-ision by a Party,andsubjecttoanyrequiredornecessaryregulatoryapprovals,a Party ("GrantingParty")shall furnish at no cost to the other Party ("Access Party")anyrightsofuse,licenses,rights of way and easements with respect to lands owned or controlled by the Granting Party,agents (if allowed under theapplicableagencagreement),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 Generating Facility with the Transmission System;(ii)operate and maintain the Generating Facility, the Interconnection Facilities and the Transmission System;and (iii) disconnect or remove the Access Part 's facilities and equipment upon termination of this QFLGIA.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 Part and pro ided to the Access Party. 5.11 Lands of Other Property Owners.If any part of the Transmission Provider's, or the Transmission Owner's,Interconnection Facilities and/or Network Upgrades are to be installed on property owned by persons other than Interconnection Customer or Transmission Provider or Transmission Owner, Transmission Pro-ider or Transmission Owner shall at Interconnection Customer's expense use efforts,similar in nature and extent to those that itt;pically 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 Pro-ider or Transmission Owner's Interconnection Facilities and/or Network Upgrades upon such property, 5.12 Permits.Transmission Pro-ider or Transmission owner and Interconnection Customer each shall be responsible to obtain all permits,licenses and IQFLGIA Revised 12/26/20 I 3 22 authorizations that are necessary to accomplish their respecti"e interconnection facilities in compliance with Applicable Laws andRegulations.Transmission Pro-ider or Transmission Owner and the Interconnection Customer shall cooperate with each other in good faith inobtaininganysuchpermits,licenses and authorizations. 5.13 Early Construction of Base Case Facilities.Interconnection Customer ma·· request Transmission Pro-ider to construct,and Transmission Provider shallconstruct,using Reasonable Efforts to accommodate Interconnection Customer's In-Service Date,all or any partion of an;Network Upgrades required for Interconnection Customer to be interconnected to the Transmission System which are included in the Base Case of the Facilities Stud 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. 5.14 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 required under this QFLGIA with the condition that Transmission System shall be left in a safe and reliable condition in accordance with Good Utility Practice and TransmissionProoider's safety and reliability criteria.In such event,Interconnection Customer shall be responsible for all reasonable and necessary costs which Transmission Pro ider (i)has incurred pursuant to this QFLGIA prior to thesuspensionand(ii)incurs in suspending such work,including any costs incurred to perform such work as may be necessary to ensure the safet of persons and property and the integrity of the Transmission System during suchsuspensionand,if applicable,any costs incurred in connection with the cancellation or suspension of material,equipment and labor contracts which Transmission Provider cannot reasonably avoid;pro-ided,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 costspursuanttoArticle12andshalluseduediligencetominimizeitscosts.In the event Interconnection Customer suspends work by Transmission ProviderrequiredunderthisQFLGIApursuanttothisArticle5.14,and has notrequestedTransmissionProvidertorecommencetheworkrequiredunder this QFLGIA on or before the expiration of three (3)Tears following commencement of such suspension,this QFLGIA shall be deemed terminated.The three-yearperiodshallbeginonthedatethesuspensionisrequested,or the date of the written notice to Transmission Provider,if no effective date isspecified. 5.15 Taxes. 5.15.1 Interaónnection Customer Paymenta Not Taxable.The Parties intend that all payments or property transfers made by QFLGIA Revised 12/26/2013 23 Interconnection Customer to Transmission Pro-ider 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 Re-enue Code and any applicable state income tax laws and shall not be taxable as contributions in aid of construction or otherwise under the Internal Re"enue Code and anyapplicablestateinco:me tax laws. 5.15.2 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 Generating Facility will pass to another partypriortothetransmissionoftheelectricityonTransmission System,(ii)for income tax purposes,the amount of an payments and the cost of any property transferred to Transmission Pro-ider for Transmission Provider's Interconnection Facilities will becapitalizedbyInterconnectionCustomerasanintangibleasset and recovered using the straight-line method over a useful life of twenty (20)ears,and (iii)an portion of Transmission Provider's Interconnection Facilities that is a "dual-use intertie,"within the meaning of IRS Notice BB-129,is reasonablyexpectedtocarryonlyademinimisamountofelectricityinthe direction of the 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 "5percenttest"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 anindependentengineerconfirmingitsrepresentationinclause(iii),above.Transmission Provider represents and co-enants 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 detenmined. 5.15.3 Indemnification for the Cost Consequences of Current TaxLiability,Imposed Upon Transmission Provider.Notwithstanding Article 5.15.1,Interconnection Customer shall protect,indemnif 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 Pro-ider under this QFLGIA for Interconnection Facilities,as well as any interest and penalties,other than interest andpenaltiesattributabletoanydelaycausedbyTransmissionPro¯ider. Transmission Provider shall not include a gross-up for income the cost consequences of any current tax liability in the amounts it QFLGIA Revised 12/26/2013 24 charges Interconnection Customer under this QFLGIA unless (i) Transmission Provider has determined,in good faith,that the payments or propert 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;pro-ided,howe-er,that Transmission Pro-ider mayrequireInterconnectionCustomertoprovidesecurityfor Interconnection Facilities,in a form reasonably acceptable to Transmission Pro'.ider (such as a parental guarantee or a letter of credit),in an amount equal to the cost consequences of any current tax liabilit under this Article 5.15.Interconnection Customer shall reimburse Transmission Provider for such costs on a fully grossed-up basis,in accordance with Article 5.15.4, within thirty (30)Calendar Days of receiving written notification from Transmission Provider of the amount due, including detail about how the amount was calculated. In the e-ent that the Transmission Pro--ider includes a gross-up upon its own determination that the payments or property transfers should be reported as income subject to taxation,the Interconnection Customer may require the Transmission Provider toprovidesecurity,in a form reasonably acceptable to the Interconnection Customer (such as a parental guarantee or a letter of credit)in an amount equal to the Interconnection Customer's estimated tax liability under this Article 5.15. The indemnification obligation shall terminate at the earlier of (1)the expiration of the 10-year testing period and theapplicablestatuteoflimitation,as it may be extended b;the Transmission Pro"ider 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 5.15. 5.15.4 Tax Gross-Up Amount.Interconnection Customer's liabilit for the cost consequences of any current tax liabilit under this Article 5.15 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 Pro-ider under this QFLGIA (withoutregardtoanypaymentsunderthisArticle5.15)(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 ValueDepreciationAmount"),plus (2)an additional amount sufficient to permit Transmission Pro-ider to recei-e and retain,after the QFLGIA Revised 12/26/2013 25 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 Pro¯·ider'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 discountîng Transmission Provider's anticipated tax depreciation deductions as a result of such payments or propert transfers by Transmission Pro"ider's current weighted average cost of capital.Thus,the formula for calculating Interconnection Customer's liability to Transmission Owner pursuant to this Article 5.15.4 can be expressed as follows:(Current Tax Rate x (Gross Income Amount -Present Value of TaxDepreciation))/(1-Current Tax Rate). 5.15.5 Private Letter Ruling or Change or Clarification of Law.At Interconnection Customer's request and expense,Transrdssion Provider shall file with the IRS a request for a private letterrulingastowhetheranypropertytransferredorsumspaid,or to be paid,b Interconnection Customer to Transmission Provider under this QFLGIA are subject to federal income taxation. Interconnection Customer will prepare the initial draft of therequestforapri-ate letter ruling,and will certify underpenaltiesofperjurythatallfactsrepresentedinsuchrequest are true and accurate to the best of Interconnection Customer'sknowledge.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 pri-ate 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 therequest. 5.15.6 Subsequent Taxable Events.If,within 10 years from the date on which the relevant Transmission Provider Interconnection Facilities are placed in service,(i)Interconnection Customer Breaches the cc enant contained in Article 5.15.2,(ii)a"disqualification event"occurs within the meaning of IRS Notice 88-129,or (iii)this QFLGIA terminates and Transmission Pro¯ider retains ownership of Interconnection Facilities and NetworkUpgrades,Interconnection Customer shall pay a tax gross-up for the cost consequences of any current tax Liability imposed on QFLGIA Revised 12/26/2013 26 Transmission Pro-ider,calculated using the methodology described in Article 5.15.4 and in accordance with IRS Notice 90-60. 5.15.7 Contests.In the event any Governmental Authority determines that Transmission Pro-ider'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 recei-ing notification of such determination by a Governmental Authority.Upon the timel; written request b;Interconnection Customer and at Interconnection Customer's sole expense,Transmission Pro rider may appeal,protest,seek abatement of,or otherwise oppose such determination.Upon Interconnection Customer's written request and sole expense,Transmission Pro7ider may file a claim for refund with respect to any taxes paid under this Article 5.15, whether or not it has recei-ed such a determination. Transmission Pro-ider reser-es 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 Customerrepresentati¯e to attend contest proceedings. Interconnection Customer shall pay to Transmission Pro-ider on aperiodicbasis,as invoiced by Transmission Provider, Transmission Provider's documented reasonable costs ofprosecutingsuchappeal,protest,abatement or other contest.At any time during the contest,Transmission Pro-ider may agree to a settlement either with Interconnection Customer's consent or after obtaining written advice from nationall -recognized taxcounsel,selected by Transmission Pro-ider,but reasonablyacceptabletoInterconnectionCustomer,that the proposed settlement represents a reasonable settlement giYen 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 fromnationally-recognized tax counsel selected under the terms of theprecedingsentence.Any settlement without Interconnection Customer's consent or such written advice will relie-e Interconnection Customer from any obligation to indemnify Transmission Provider for the tax at issue in the contest. 5.15.B Refund.In the e'ent that (a)a pri--ate letter ruling is issued to Transmission Pro-^ider which holds that any amount paid or the value of any property transferred by Interconnection Customer to Transmission Provider under the terms of this QFLGIA is notsubjecttofederalincometaxation,(b)any legislative change or administrative announcement,notice,ruling or other determination makes it reasonabl"clear to Transmission Provider IQFLGIA Revised 12/26/2013 27 in good faith that any amount paid or the "alue of an property transferred by Interconnection Customer to Transrdssion Pro-ider under the terms of this QFLGIA is not taxable to Transmission Pro ider,(c)any abatement,appeal,protest,or other contest results in a determination that any payments or transfers made by Interconnection Customer to Transmission Pro-ider are not subject to federal income tax,or (d)if Transmission Pro-ider receives a refund from any taxing authority for any o-erpayment of tax attributable to any payment or property transfer made by Interconnection Customer to Transmission Provider pursuant to this GFLGIA,Transmission Provider shall promptly refund to Interconnection Customer the following: (i)an;¯pa ment made by Interconnection Customer under this Article 5.15 for taxes that is attributable to the amount determined to be non-taxable,together with interestthereon, (ii)on any amounts paid by Interconnection Customer to Transmission Provider for such taxes which Transmission Pro-ider did not submit to the taxing authority,calculated in accordance with the methodology set forth in FERC'sregulationsat18CFR§35.19a(a)(2)(ii)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 TransmissionProvider,any refund or credit Transmission Pro--ider receives or to which it may be entitled from anyGo=¯ernmental Authority,interest (or that portion thereof attributable to the pa ment described in clause (i),above) owed to Transmission Pro-ider for such overpayment of taxes (including any reduction in interest otherwise payable by Transmission Provider to any Governmental Authorityresultingfromanoffsetorcredit);provided,howe-er, 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 anyapplicableoverpaymentofincometaxrelatedto Transmission Pro"ider's Interconnection Facilities. The intent of this provision is to lea-e both parties,to the extent practicable,in the event that no taxes are due with respect to any payment for Interconnection Facilities and NetworkUpgradeshereunder,in the same position the would have been in had no such tax payments been made. 5.15.9 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 QFLGIA Revised 12/26/2013 28 state income tax)asserted or assessed against Transmission Provider for which Interconnection Customer may be required to reimburse Transmission Pro-ider under the terms of this QFLGIA. Interconnection Customer shall pay to Transmission Provider on aperiodicbasis,as invoiced by Transmission Provider, Transmission Pro-¯ider's documented reasonable costs ofprosecutingsuchappeal,protest,abatement,or other contest and Transmission Provider shall cooperate in good faith with respect to any such contest.Unless the pa;ment of such taxes is aprerequisitetoanappealorabatementorcannotbedeferred,no amount shall be payable by Interconnection Customer to Transmission Pro¯ider for such taxes until they are assessed by afinal,non-appealable order by any court or agency of competentjurisdiction.In the event that a tax payment is withheld andultimatelydueandpayableafterappeal,Interconnection Customer will be responsible for all taxes,interest and penalties,other than penalties attributable to any dela;caused by Transmission Pro-ider. 5.15.10 Transmission Owners Who Are Not Transmission Providers.If Transmission Provider is not the same entity as the TransmissionOwner,then (i)all references in this Article 5.15 to Transmission Provider shall be deemed also to refer to and to include the Transmission Owner,as appropriate,and (ii)this QFLGIA shall not become effective until such Transmission Owner shall have agreed in writing to assume all of the duties andobligationsofTransmissionProviderunderthisArticle5.15 of this QFLGIA. 5.16 Tax Status.Each Party shall cooperate with the other to maintain the other Party's tax status.Nothing in this QFLGIA is intended to ad--ersely affect any Transmission Provider's tax exempt status with respect to the issuance of bonds including,but not limited to,Local Furnishing Bonds. 5.17 Modification. 5.17.1 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 Part;'s facilities,that Party shall provide to the other Party sufficient information regarding such modification so that the other Party may ex¯aluate 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 ofelectricityfromtheGeneratingFacility.The Party desiring toperformsuchworkshallpro-ide the relevant drawings,plans,andspecificationstotheotherPartyatleastninety(90)Calendar Days in advance of the commencement of the work or such shorterperioduponwhichthePartiesmayagree,which agreement shall not unreasonably be withheld,conditioned or delayed. QFLGIA Revised 12/26/2013 29 In the case of Generating Facility modifications that do notrequireInterconnectionCustomertosubmitanInterconnection Request,as determined in the Transmission Pro-ider's OATT, Transmission Pro,ider shall pro"ide,tithin thirty (30)Calendar Days (or such other time as the Parties may agree),an estimate of an additional modifications to the Transmission System, Transmission Provider's Interconnection Facilities or NetworkUpgradesnecessitatedbysuchInterconnectionCustomermodificationandagoodfaithestimateofthecoststhereof. 5.17.2 Standards.Any additions,modifications,or replacements made to a Party's facilities shall be designed,constructed and operated in accordance with this QFLGIA and Good Utility Practice. 5.17.3 Modification Costs.Interconnection Customer shall not be directl assigned for the costs of an additions,modifications, or replacements that Transmission Provider makes to Transmission Pro-ider'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 pro'ide transmission ser ¯ice to a third part under Transmission Provider's Tariff. Interconnection Customer shall be responsible for the costs ofanyadditions,modifications,or replacements to Interconnection Customer Interconnection Facilities that may be necessar to maintain or upgrade such Interconnection Customer Interconnection Facilities Consistent with Applicable Laws and Regulations,Applicable Reliability Standards or Good Utility Practice. 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 Generating Facility and Interconnection Custo:mer 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. 6.2 Post-Commercial Operation Date Testing and Modifications.Each Part;shallperformroutineinspectionandtestingofitsfacilitiesandequipmentin accordance with Good Utility Practice as may be necessary to ensure the continued interconnection of the Generating Facility with the TransmissionSysteminasafeandreliablemanner.Each Party shall have the right,upon ad"ance written notice,to require reasonable additional testing of the otherParty's facilities as may be in accordance with Good Utility Practice. Interconnection Customer shall bear the cost of all testing and modificationsrequiredunderthisArticle6.2. OFLGIA Revised 12/26/2013 30 6.3 Right to observe Testing.Each Party shall notif the other Party in ad-¯ance of its performance of tests of its Interconnection Facilities.The other Party has the right,at its own expense,to obser-e such testing. 6.4 Right to Inspect.Each Party shall ha-e the right,but shall have noobligationto:(i)observe the other Party's tests and/or inspection of any of its System Protection Facilities and other protecti,e equipment,including Power System Stabilizers;(ii)review the settings of the other Partyrs System Protection Facilities and other protecti-e equipment;and (iii)review the other Party's maintenance records relative to the Interconnection Facilities,the System Frotection 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 b aPartyofanysuchrightsshallnotbeconstruedasanendorsementor confirmation of any element or condition of the Interconnection Facilities or the S stem Protection Facilities or the Power System Stabilizers or otherprotectiveequipmentortheoperationthereof,or as a warrant;as to the fitness,safet ,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 QFLGIA. ARTICLE 7.METERING 7.1 General.Each Party shall comply with the Applicable Reliabilit Councilrequirementsregardingmetering.Unless otherwise agreed by the Parties, Transmission Provider shall install Metering Equipment at the Point of Interconnection prior to any operation of the Generating Facility and shall own,operate,test and maintain such Metering Equipment.Power flows to and from the Generating Facility shall be measured at or,at Transmission Provider's option,compensated to,the Point of Interconnection. Transmission Pro¯rider shall provide metering quantities,in analog and/ordigitalform,to Interconnection Customer upon request.Interconnection Customer shall bear all reasonable documented costs associated with thepurchase,installation,operation,testing and maintenance of the MeteringEquipment. 7.2 Station Power Metering To the extent the Generating Facility relies on Station Power not generated by the Generating Facility itself,the Parties shall agree to and provide for the installation of Metering Equipment at such locations as necessary to meter the quantities of Station Power deli~ered to and used by the Generating Facility.The intent of such Wetering Equipment is to allow the Parties to accurately meter Station Power so that the Net Output of the Generating Facility can be accurately ascertained on a rollinghourlybasis.Unless otherwise agreed by the Parties,the Transmission Pro-ider shall install the Metering Equipment required by this Article 7.2 at such location or locations as necessary to meter station Power for the purposes of this Article 7.2 and Transmission Provider shall own,operate, test and maintain such Station Power Metering Equipment.Interconnection Customer shall bear all reasonable documented costs associated with the purchase,installation,operation,testing and maintenance of the Metering Equipment required by this Article 7.2. OFLGIA Revised 12/26/2013 31 7,3 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 OFLGIA,except as pro-ided in Article 7.5 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 beperformedentirelybyInterconnectionCustomerinaccordancewithGood Utility Practice. 7.4 Standards.Transmission Pro-ider shall install,calibrate,and test re"enuequalityMeteringEquipmentinaccordancewithapplicableAmericanNational Standards Institute ("ANSI")standards. 7.5 Testing of Metering Equipment.Transmission Provider shall,at Interconnection Customer's expense,inspect and test all Transmission Pro-ider-owned Metering Equipment upon installation and at least once every two (2)years thereafter.If requested to do so by Interconnection Customer, Transmission Provider shall,at Interconnection Customer's expense,inspect or test Metering Equipment more frequently than every two (2)years. Transmission Pro--ider shall give reasonable notice of the time when anyinspectionortestshalltakeplace,and Interconnection Customer may haverepresentativespresentatthetestorinspection.If at any time MeteringEquipmentisfoundtobeinaccurateordefective,it shall be adjusted,repaired or replaced at Interconnection Customer's expense,in order toprovideaccuratemetering,unless the inaccuracy or defect is due to Transmission Provider's failure to maintain,then Transmission Pro ider shall pay.If Metering Equipment fails to register,or if the measurement made byMeteringEquipmentduringatestvariesbmorethantwopercentfromthe measurement made by the standard meter used in the test,Transmission Pro--ider shall adjust the measurements by correcting all measurements for theperiodduringwhichMeteringEquipmentwasinerrorbyusingInterconnection 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 preceding the test of the Metering Equipment equal to one-half the time from the date of the last previous test of the MeteringEquipment. 7.6 Metering Data.At Interconnection Customer's expense,the metered data shall be telemetered to one or more locations designated b;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 GeneratingFacilitytothePointofInterconnection. ARTICIÆ 8 .COMMUNICATIONS 8.1 Interconnection Customer Obligations.Interconnection Customer shall maintainsatisfactoryoperatingcommunicationswithTransmissionProvider's Transmission System dispatcher or representati¯e designated by Transmission QFLGIA Revised 12/26/2013 32 Provider.Interconnection Customer shall provide standard voice line, dedicated -:oice line and facsimile communications at its Generating Facility control room or central dispatch facility through use of either the publictelephonesystem,or a voice communications system that does not rely on thepublictelephonesystem.Interconnection Cuscomer shall also pro-ide the dedicated data circuit(s)necessary to provide Interconnection customer data to Transmission Pro-ider as set forth in Appendix D,Security Arrangements Details.The data circuit(s)shall extend.from the 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 e ents:system paralleling orseparation,scheduled and unscheduled shutdowns,equipment clearances,andhourlyanddailyloaddata.Interconnection Customer shall bear all cost associated with obtaining and maintaining the communication ser"ices andequipmentrequiredbthisArticle3includingthecostofanygroundpotentialriseorothercommunication-related study or testing required by a telecommunication provider or required by Good Utility Practice. 8.2 Remote Terminal Unit.Prior to the Initial Synchronization Date of theGeneratingFacility,a Remote Terminal Unit,or equi-alent data collection and transfer equipment acceptable to the Parties,shall be installed b Interconnection Customer,or by Transmission Pro"ider 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 bespecifiedbyTransmissionProvider.Instantaneous bi-directional analog real power and reactie poter flow information must be telemetered directly to thelocation(s)specified by Transmission Pro-ider. Each Party will promptly ad-:ise 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 shallt at Interconnection Customer's expense, 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 propert 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. 8.4 Provision of Data from a Variable Energy Resource.The Interconnection Customer whose Generating Facility is a Yariable Energy Resource shallprovidemeteorologicalandforcedoutagedatatotheTransmissionPro-ider to the extent necessary for the Transmission Provider's development anddeploymentofpowerproductionforecastsforthatclassofVariable Energy Resources.The Interconnection Customer with a Variable Energy Resourceha-ing wind as the energ source,at a minimon,will be required to provide the Transmission Pro--ider with site-specific meteorological data including:temperature,wind speed,wind direction,and atmospheric pressure.The Interconnection Customer with a Variable Energy Resource having solar as the energy source,at a minimum,will be required to provide the Transmission QFLGIA Revised 12/26/2013 33 Provider with site-specific meteorological data including:temperature,atmospheric pressure,and irradiance.The Transmission Pro"ider and Interconnection Customer whose Generating Facility is a Variable Energy Resource shall mutually agree to any additional meteorological data that arerequiredforthede-elopment and deployment of a power production forecast. The Interconnection Custo:mer whose Generating Facility is a Variable Energy Resource also shall submit data to the Transmission Pro-ider regarding all forced outages to the extent necessary for the Transmission Provider's de-¯elopment and deployment of power production forecasts for that class of Variable Energy Resources.The exact specifications of the meteorological and forced outage data to be pro-ided by the Interconnection Customer to the Transmission Pro-iderr including the frequency and timing of data submittals, shall be made taking into account the size and configuration of the "ariableEnergyResource,its characteristics,location,and its importance inmaintaininggenerationresourceadequacyandtransmissionsystemreliabilit in its area.All requirements for meteorological and forced outage data must be commensurate with the power production forecasting employed by the Transmission Pro-ider.Such requirements for meteorological and forced outage data are set forth in Appendix C,Interconnection Details,of this LGIA,astheymaychangefromtimetotime. ARTICLE 9.OPERATIONS 9.1 General.Each Party shall comply with the Applicable Reliability Councilrequirements.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 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 QFLGIA.Transmission Provider may pro ide operating instructions to Interconnection Customer consistent with this QFLGIA and Transmission Provider's operating protocols and procedures as the;nay change from time to time.Transmission Provider will consider changes to itsoperatingprotocolsandproceduresproposedbyInterconnectionCustomer. 9.3 Interconnection Customer Obligations.Interconnection Customer shall at its own expense operate,maintain and control the Generating Facilit and Interconnection Customer Interconnection Facilities in a safe and reliable manner and in accordance with this GFLGIA.Interconnection Customer shalloperatetheGeneratingFacilityandInterconnectionCustomerInterconnection Facilities in accordance with all applicable requirements of TransmissionPro=ider's Control Area;as such requirements are set forth in Appendix C, Interconnection Details,of this QFLGIA.Appendix C,Interconnection Details,will be modified to reflect changes to the requirements as they maychangefromtimetotime.Either Party may request that the other PartyprovidecopiesoftherequirementssetforthinAppendixC,Interconnection Details,of this QFLGIA. 9.4 Start-Up and Synchronization.Consistent with the Parties'mutually acceptable procedures,Interconnection Customer is responsible for the proper QFLGIA Revised 12/26/2013 34 synchronization of the Generating Facility to Transmission Pro-ider's Transmission System. 9.5 Reactive Power. 9.5.1 Power Factor Design Criteria.Interconnection Customer shalldesigntheGeneratingFacilitytomaintainacompositepowerdeli ery 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 appl to wind generators. 9.5.2 voltage Schedules.Once the Interconnection Customer hass;nchronized the Generating Facility with the Transmission System, Transmission Provider shall require Interconnection Customer to operate the Generating Facility to produce or absorb reactive power within thedesignlimitationsoftheGeneratingFacilitysetforthinArticle 9.5.1 (Power Factor Design criteria).Transmission Pro-ider'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 necessar to maintain the reliability of the Transmission System.Interconnection Customer shall operate theGeneratingFacilitytomaintainthespecifiedoutputoltageorpower factor at the Point of Interconnection within the design limitations of the Generating Facility set forth in Article 9.5.1 (Power Factor Design Criteria),If Interconnection Customer is unable to maintain thespecifiedvoltageorpowerfactor,it shall promptl notify the Transmission Provider. 9.5.2.1 Governors and Regulators.Whene"er the 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 shalloperatetheGeneratingFacilitwithitsspeedgovernors and voltage regulators in automatic operation.If the Generating Facility's speed governors and voltageregulatorsarenotcapableofsuchautomaticoperation, Interconnection Customer shall immediately notify Transmission Provider's system operator,or its designatedrepresentative,and ensure that such Generating Facility's reactive power production or absorption (measured in MVARS) are within the design capabilit of the GeneratingFacility's generating unit(s)and steady state stability limits.Interconnection Customer shall not cause itsGeneratingFacilitytodisconnectautomaticallorinstantaneouslyfromtheTransmissionSstemortrip angeneratingunitcomprisingtheGeneratingFacilityfor an under or over frequency condition unless the abnormalfrequencyconditionpersistsforatimeperiodbeond the QFLGIA Revised 12/26/2013 35 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 Outages and Interruptions. 9.6.1 Outages. 9.6.1.1 Outage Authority and Coordination.Each Party may in accordance with Good Utility Practice in coordination with the other Party remove from ser,ice any of its respecti-e Interconnection Facilities or Network Upgrades that mayimpacttheotherPart's facilities as necessary to perform maintenance or testing or to install or replace equipment. Absent an Deergency Condition,the Party scheduling a removal of such facilit (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 suchfacility(ies)from service shall use Reasonable Efforts to minimize the effect on the other Party of such removal. 9.6.1.2 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 Generating Facility to Transmission Pro,ider for a minimum of a rolling twenty- four (24)month period.Interconnection Customer shallupdateitsplannedmaintenanceschedulesasnecessary. Transmission Provider may request Interconnection Customer to reschedule its maintenance as necessary to maintain thereliabilit;of the Transmission System;provided,however, adequacy of generation supply shall not be a criterion indeterminingTransmissionSystemreliability.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 the Interconnection Customer would ha"e incurred absent Transmission Provider's request to reschedule maintenance. Interconnection Customer will not be eligible to recei-ecompensation,if during the twelve (12)months prior to the date of the scheduled maintenance;Interconnection Customer had modified its schedule of maintenance activities. 9.6.1.3 Outage Restoration.If an outage on a Party's Interconnection Facilities or Network Upgrades adversely affects the other Party's operations or facilities,the Part 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 IQFLGIA Revised 12/26/2013 36 consistent with the nature of the outage.The Party that owns or controls the facility that is out of ser-ice shallprovidetheotherParty,to the extent such information isknown,information on the nature of the Emergency Condition,an estimated time of restoration,and any corrective actions required.Initial ·-erbal notice shall be followed up as soon as practicable with written noticeexplainingthenatureoftheoutage. 9.6.2 Interruption of service.If required by Good Utility Practice to do so,Transmission Provider may require Interconnection Customer tointerruptorreducedeliveriesofelectricitifsuchdeliveryofelectricitycouldadverselyaffectTransmissionProvider's ability toperformsuchacti-ities as are necessary to safel and reliablyoperateandmaintaintheTransmissionSystem.The followingpro-isions shall apply to any interruption or reduction permitted under this Article 9.6.2: 9.6.2.1 The interruption or reduction shall continue only for solongasreasonablynecessaryunderGoodUtilityPractice; 9.6.2.2 Any such interruption or reduction shall be made on anequitable,non-discriminatory basis with respect to allgeneratingfacilitiesdirectlyconnectedtothe Transmission System; 9.6.2.3 When the interruption or reduction must be made under circumstances which do not allow for advance notice, Transmission Provider shall notify Interconnection Customerbytelephoneassoonaspracticableofthereasonsforthecurtailment,interruption,or reduction,and,if known,itsexpectedduration.Telephone notification shall be followed by written notification as soon as practicable; 9.6.2.4 Except during the existence of an Emergenc;Condition,when the interruption or reduction can be scheduled without advance notice,Transmission Provider shall notify Interconnection Customer in ad7ance 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 duringperiodsofleastimpacttoInterconnectionCustomerand Transmission Pro7ider; 9.6.2.5 The Parties shall cooperate and coordinate with each other to the extent necessar in order to restore the GeneratingFacility,Interconnection Facilities,and the TransmissionSystemtotheirnormaloperatingstate,consistent withsystemconditionsandGoodUtilityPractice. 9.6.3 Under-Frequency and Over Frequency Conditions.The Transmission System is designed to automatically acti-ate a load-shed program as required QFLGIA Revised 12/26/2013 37 by the Applicable Reliability Council in the e=ent of an under-frequency system disturbance.Interconnection Customer shallimplementunder-frequency and o-er-frequency relay set points for theGeneratingFacilityasrequiredbytheApplicableReliabilityCouncil to ensure "ride through"capability of the Transmission System.TheGeneratingFacility's 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 Large Generating Facility to stay connected to and s nchronized with the Transmission System during system disturbances within a range of under-frequency and o~er-frequency conditions,in accordance with Good Utility Practice. 9.6.4 System Protection and Other Control Requirements. 9.6.4.1 System Protection Facilities.Interconnection Customer shall,at its expense,install,operate and maintain System Protection Facilities as a part of the Generating Facility or Interconnection Customer Interconnection Facilities. Transmission Pro~ider shall install at Interconnection Customer's expense any System Protection Facilities that may be required on Transmission Provider Interconnection Facilities or the Transmission System as a result of the interconnection of the Generating Facility and Interconnection Customer Interconnection Facilities. 9.6.4.2 Each Party's protection facilities shall be designed and coordinated with other systems in accordance with GoodUtilityPractice. 9.6.4.3 Each Party shall be responsible for protection of its facilities consistent with Good Utilit Practice. 9.6.4.4 Each Party's protecci-e rela;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 whilepreventingbreakerfailureschemesfromoperating and causing unnecessary breaker operations and/or the tripping of Interconnection Customer's units. 9.6.4.5 Each Party will test,operate and maintain System Protection Facilities in accordance with Good Utility Practice. 9.6.4.6 Prior to the In-Ser-ice Date,and again prior to the Commercial Operation Date,each Party or its agent shallperformacompletecalibrationtestandfunctionaltrip test of the System Protection Facilities.At intervalssuggestedbyGoodUtilityPracticeandfollowingany apparent malfunction of the System Protection Facilities, IQFLGIA Revised 12/26/2013 38 each Part shall perform both calibration and functional trip tests of its System Protection Facilities.These tests do not require the tripping of any in-ser-icegenerationunit.These tests do,howe-er,require that all protecti-e rela s and lockout contacts be acti-ated. 9.6.5 Requirements for Protection.In compliance with Good Utility Practice,Interconnection Customer shall provide,install,own,and maintain relays,circuit breakers and all other de-ices necessar to remove any fault contribution of the Generating Facility to any short circuit occurring on the Transmission System not otherwise isolatedbyTransmissionPro-ider's equipment,such that the removal of the fault contribution shall be coordinated with the protecti-erequirementsoftheTransmissionSystem.Such protecti e equipment shall include,without limitation,a disconnecting de-ice or switch with load-interrupting capabilit located between the GeneratingFacilityandtheTransmissionSystematasiteselecteduponmutualagreement(not to be unreasonably withheld,conditioned or delayed) of the Parties.Interconnection Customer shall be responsible forprotectionoftheGeneratingFacilityandInterconnectionCustomer's other equipment from such conditions as negative sequence currents, over-or under-frequency,sudden load rejection,over-or under--oltage,and generator loss-of-field.Interconnection Customer shall be solely responsible to disconnect the Generating Facility and Interconnection Customer's other equipment if conditions on the Transmission System could ad--ersely affect the Generating Facility. 9.6.6 Power Quality.Neither Party's facilities shall cause excessivevoltageflickernorintroduceexcessivedistortiontothesinusoidalvoltageorcurrentwavesasdefinedbyANSIStandardCB4.1-1989,in accordance with IEEE Standard 519,or any applicable superseding electric industr standard.In the e-ent of a conflict between ANSI standard 084.1-1989,or any applicable superseding electric industrystandard,ANSI Standard CB4.1-1989,or the applicable superseding electric industry standard,shall control. 9.7 Switching and Tagging Rulas.Each Party shall pro--ide 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 andtaggingrules,as amended from time to time,in obtaining clearances for work or for switching operations on equipment. 9.8 Use of Interconnection Facilities by Third Parties. 9.8.1 Purpose of Interconnection Facilities.Except as may be required byApplicableLawsandRegulations,or as otherwise agreed to among the Parties,the Interconnection Facilities shall be constructed for the sole purpose of interconnecting the Generating Facility to the Transmission S stem and shall be used for no other purpose. QFLGIA Revised 12/26/2013 39 9.9 Disturbance Analysis Data Exchange.The Parties will cooperate with one another in the analysis of disturbances to either the Generating Facility or Transmission Provider's Transmission System b gathering and providing access to any information relating to any disturbance,including information fromoscillography,protective relay targets,breaker operations and sequence ofe¯ents records,and an disturbance information required by Good Utility Practice. ARTICLE 10.MAINTENANCE 10.1 Transmission Provider Ohligations.Transmission Pro-ider shall maintain the Transmission System and Transmission Pro-ider's Interconnection Facilities in a safe and reliable manner and in accordance with this QFLGIA. 10.2 Interconnection Customer Ohligations.Interconnection Customer shall maintain the Generating Facility and Interconnection Customer Interconnection Facilities in a safe and reliable manner and in accordance with this QFLGIA. 10.3 Coordination.The Parties shall confer regularly to coordinate the planning,scheduling and performance of pre-enti-e and corrective maintenance on theGeneratingFacilitandtheInterconnectionFacilities. 10.4 Secondary Systems.Each Party shall cooperate with the other in theinspection,maintenance,and testing of control or power circuits thatoperatebelow600volts,AC or DC,including,but not limited to,an hardware,control or protecti-e devices,cables,conductors,electric raceways,secondary equipment panels,transducers,batteries,chargers,and voltage and current transformers that directly affect the operation of aParty's facilities and equipment which may reasonably be expected to impact the other Party.Each Party shall pro-ide advance notice to the other Party before undertaking any work on such circuits,especially on electrical circuits invol-ing circuit breaker trip and close contacts,current transformers,or potential transformers. 10.5 Operating and Maintenance Expenses.Interconnection Customer shall beresponsibleforallreasonableexpensesincludingoverheads,associated with: (1)owning,operating,maintaining,repairing,and replacing Interconnection Customer Interconnection Facilities;and (2)operation,maintenance,repair and replacement of Transmission Provider's Interconnection Facilities. 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 Appendix A, Interconnection Facilities,NetWark Upgrades and Distribution Upgrades,at its sole expense. 11.2 Transmission Provider's Interconnection Facilities.Transmission Pro"ider or Transmission Owner shall design,procure,construct,install,own and/or control the Transmission Provider's Interconnection Facilities described in QFLGIA Revised 12/26/2013 40 Appendix A,Interconnection Facilities,Network Upgrades and Distribution Upgrades,at the sole expense of the Interconnection Customer. 11.3 Network Upgrades and Distribution Upgrades.Transmission Pro ·ider or Transmission Owner shall design,procure,construct,install,and own the Network Upgrades and Distribution Upgrades described in Appendix A,Interconnection Facilities,Network Upgrades and Distribution Upgrades.The Interconnection Customer shall be responsible for all costs related to Distribution Upgrades. 11.4 System Voltage Changes.In the e«ent that Transmission Provider must change the -oltage levels of a discrete portion of the Transmission System to which the Interconnection Customer is connected,Transmission Pro--ider shall give reasonable notice of such change and the Interconnection Customer shall besolelyresponsibleforallcostsrelatedtoupgradesormodificationsto Interconnection Customer's Interconnection Facilities resulting from Transmission Pro-ider's increase in the "oltage le-els of the Transmission System,in order to remain interconnected with the Transmission System at the new operating voltage. 11.5 Provision of Security.At least thirty (30)Calendar Days prior to the commencement of the procurement,installation,or construction of a discreteportionofaTransmissionProvider's Interconnection Facilities,Network Upgrades,or Distribution Upgrades,Interconnection Customer shall pro,ide Transmission Pro ider,at Interconnection Customer's option,a guarantee or other form of securit that is reasonably acceptable to Transmission Pro ¯ider and is consistent with the Uniform Cormercial Code of the jurisdiction identified in Article 14.2.1.Such security for payment shall be in an amount sufficient to co-er the costs for constructing,procuring andinstallingtheapplicableportionofTransmissionProvider's InterconnectionFacilitiesrNetworkUpgrades,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 Financial security must be issued by a financial institution reasonably acceptable to Transmission Provider and must indicate that it would only expire upon final payment made to Transmission Provider to cover all relevant costs for designing,procuring,installing,and constructing the applicable portion of Interconnection Facilities,Network Upgradest or Distribution Upgrades for which the financial securit;was pro ided. ARTICLE 12.INVOICE QFLGIA Revised 12/26/2013 41 12.1 Final Invoice.Within six (6)months after completion of the construction of Transmission Provider's Interconnection Facilities and the Network Upgrades, Transmission Pro-ider shall pro--ide 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 de-iations,if any,from the cost estimates. Transmission Pro··ider shall refund to Interconnection Customer any amount bywhichtheactualpaymentbyInterconnectionCustomerforestimatedcosts exceeds the actual costs of construction within thirty (30)Calendar Days of the issuance of such final construction invoice. 12.2 Payment.Invoice shall be rendered to the Interconnection Customer at the address specified in Appendix F.Interconnection Customer shall pay theinvoicewithinthirty(30)Calendar Days of receipt.All papsents shall be made in immediately available funds pa able to Transmission Provider,or by wire transfer to a bank named and account designated by Transmission Provider.Payment of in-oices b Interconnection Customer will not constitute a wai -er of any rights or claims Interconnection Customer may have under this QFLGIA. 12.3 Disputes.In the event of a billing dispute between Transmission Pro-ider and Interconnection Customer,Transmission Pro"ider shall continue to provide Interconnection Service under this QFLGIA 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 Pro-ider may provide notice to Interconnection Customer of a Default pursuant to Article 17.Within thirty (30)Calendar Days after the resolution of the dispute,the Party that owes money to the other Party shall pay the amount due. ARTICLE 13.EMERGENCIES 13.1 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 an emergency procedures agreed to by the Joint Operating Committee. 13.2 Notice.Transmission Provider shall notify Interconnection Customer promptly when it becomes aware of an Emergency Condition that affects Transmission Pro-ider's Interconnection Facilities or the Transmission System that mayreasonablybeexpectedtoaffectInterconnectionCustomer's operation of theGeneratingFacilitorInterconnectionCustomer's Interconnection Facilities. Interconnection Customer shall notify Transmission Provider promptly when it becomes aware of an Emergency Condition that affects the Generating Facility or the Interconnection Customer Interconnection Facilities that mayreasonablybeexpectedtoaffecttheTransmissionSystemorTransmission Provider's Interconnection Facilities.To the extent information is known, the notification shall describe the Emergenc Condition,the extent of the damage or deficiency,the expected effect on the operation of Interconnection QFLGIA Revised 12/26/20 1 3 42 Customer's or Transmission Provider's facilities and operations,itsanticipateddurationandthecorrectiveactiontakenand/or to be taken.The initial notice shall be followed as soon as practicable with written notice. 13.3 Immediate Action.Unless,in Interconnection Customer's reasonable judgment, immediate action is required,Interconnection Customer shall obtain the consent of Transmission Pro"ider,such consent to not be unreasonably withheld,prior to performing any manual switching operations at the Generating Facility or Interconnection Customer Interconnection Facilities in response to an Emergency Condition either declared by Transmission Provider or otherwise regarding the Transmission System. 13.4 Transmission Provider Authority. 13.4.1 General.Transmission Provider ma take whate-er actions or inactions with regard to the Transmission System or Transmission Pro-ider's Interconnection Facilities it deems necessary during an Emergency Condition in order to (i)preser-e public health andsafety,(ii)preser"e the reliability of the Transmission System or Transmission Provider's Interconnection Facilities, (iii)limit or prevent damage,and (iv)expedite restoration of service. Transmission Pro-ider shall use Reasonable Efforts to adnimize the effect of such actions or inactions on the GeneratingFacilityorInterconnectionCustomerInterconnectionFacilities. Transmission Provider may,on the basis of technical considerations,require the Generating Facility to mitigate an Emergenc Condition by taking actions necessary and limited in scope to remed;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 Generating Facility;implementing a reduction or disconnection pursuant to Article 13.4.2;directing Interconnection Customer to assist with blackstart (if a"ailable) or restoration efforts;or altering the outage schedules of theGeneratingFacilityandInterconnectionCustomerInterconnection Facilities.Interconnection Customer shall comply with all of Transmission Provider's operating instructions concerningGeneratingFacilitrealpowerandreactivepoweroutput within the manufacturer's design limitations of the GeneratingFacility's equipment that is in service and physically a,ailable for operation at the time,in compliance with Applicable Laws and Regulations. 13.4.2 Reduction and Disconnection.Transmission Pro-ider ma reduce Interconnection Service or disconnect the Generating Facility or Interconnection Customer 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 Pro-ider can schedule the reduction or disconnection QFLGIA Revised 12/26/2013 43 in ad-ance,Transmission Pro-ider 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 duringpericdsofleastimpacttotheInterconnectionCustomerand Transmission Pro-ider.Any reduction or disconnection shall continue only for so long as reasonably necessar under GoodUtilityPractice.The Parties shall cooperate with each other to restore the Generating Facility,the Interconnection Facilities, and the Transmission System to their normal operating state as soon as practicable consistent with Good Utility Practice. 13.5 Interconnection Customer Authority.Consistent with Good Utility Practice and the QFLGIA and the LGIP,Interconnection Customer may take actions or inactions with regard to the Generating Facility or Interconnection Customer Interconnection Facilities during an Emergenc Condition in order to (i)preserve public health and safety,(iil preser-e the reliability of theGeneratingFacilityorInterconnectionCustomerÎnterconnectionFacilities, (iii)limit or pre-ent damage,and (iv)expedite restoration of ser-ice. 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. 13.6 Limited Liability.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. ARTICLE 14 .REGUIATORY REQUIREMENTS AND GOVERNING IAW 14.1 Regulatory Requirements.Each Party's obligacions under this QFLGIA shall be subject to its receipt of any required approval or certificate from one or more Go--ernmental Authorities in the form and substance satisfactory to theapplyingParty,or the Party making any required filings with,or providing notice to,such Go-ernmental Authorities,and the expiration of any timeperiodassociatedtherewith.These regulatory requirements include,but are not limited to,certification of the Interconnection Customer's GeneratingFacilityasaQF.Each Party shall in good faith seek and use its Reasonable Efforts to obtain such other approvals.Nothing in this GFLGIA shall require Interconnection Customer to take any action that could result in itsinabilitytoobtain,or its loss of,status or exemption under the Federal Power Act,the Public Utilit Holding Company Act of 1935,as amended,or the Public Utility Regulatory Policies Act of 1978. 14.2 Governing Law. 14.2.1 The "alidity,interpretation and performance of this QFLGIA 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. QFLGIA Revised 12/26/2013 44 14.2.2 This GFLGIA is subject to all Applicable Laws and Regulations. 14.2.3 Each Part express1 reserves the right to seek changes in, appeal,or otherwise contest any laws,orders,rules,orregulationsofaGo-ernmental Authority. ARTICLE 15.NOTICES 15.1 General.Unless otherwise provided in this QFLGIA,any notice,demand or request required or permitted to be given by either Partto the other and any instrument required or permitted to be tendered or delivered by either Party in writing to the other shall be effecti¯=e when delivered and may be sogi"en,tendered or delivered,by recognized national courier,or bydepositingthesamewiththeUnitedStatesPostalSer·-ice with postageprepaid,for deli¯ery by certified or registered mail,addressed to the Part ,or personally delivered to the Party,at the address set out inAppendixF,Addresses for Delivery of Notices and Billings. Either Party may change the notice information in this QFLGIA by gi·-ing five (5)Business Days written notice prior to the effecti-e date of the change. 15.-2 Billings and Payments.Billings and payments shall be sent to the addresses set out in Appendix F. 15.3 Alternative Forms of Notice.Any notice or request required or permitted to be gi"en by a Party to the other and not required by this Agreement to begiveninwritingmaybesogivenbytelephone,facsimile or email to thetelephonenumbersandemailaddressessetoutinAppendixF. 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 thepoint(s)of contact with respect to the implementation of Articles 9 and 10. ARTICLE 16 .FORCE MAJEURE 16.1 Force Majeure. 16.1.1 Economic hardship is not considered a Force Majeure et¯ent. 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 mone when due,if pre:ented from fulfilling such obligation by Force Majeure.A Party unable to fulfill any obligation hereunder (other than an obligation to pay money when due)b 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 gíren pursuant to this article shall be confirmed in writing as soon asreasonablypossibleandshallspecificallystatefullparticulars of the Force Majeure,the time and date when the Force Majeure IQFLGIA Revised 12/26/2013 45 occurred and when the Force llajeure is reasonably expected to cease.The Party affected shall exercise due diligence to remo"e such disability with reasonable dispatch,but shall not berequiredtoaccedeoragreetoanypro-ision not satisfactor to it in order to settle and terminate a strike or other labor disturbance. ARTICLE 17.DEFAULT 17.1 Default 17.1.1 General.No Default shall exist where such failure to discharge an obligation (other than the pa ment of money)is the result of Force Majeure as defined in this QFLGIA or the result of an act of omission of the other Party.Upon a Breach,the non-breaching Party shall gi-e written notice of such Breach to the breaching Party.Except as provided in Article 17.1.2,the breaching Party shall have thirt;(30)Calendar Da s from receipt of the Breach notice within which to cure such Default;provided howe-er,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 diligentlycompletesuchcurewithinninety(90)Calendar Days from receipt of the Breach notice;and,if cured within such time,the Breachspecifiedinsuchnoticeshallceasetoexist. 17.1.2 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 theperiodpro-¯ided for herein,the non-breaching Party shall ha·¯e the right to terminate this QFLGIA 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 QFLGIA, 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 pro,isions of this article will survi"e termination of this QFLGIA. ARTICLE 18.INUFENITY,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 QFLGIA on behalf of the indemnif;ing Party,except in cases of gross negligence or intentional wrongdoing by the indemnified Party. 18.1.1 Indamnified 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 QFLGIA Revised 12/26/2013 46 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 an judgment with respect to,or pay in full,such claim. 18.1.2 Indemnifying Party.If an Indemnifying Party is obligated toindemnifyandholdanyIndemnifiedPersonharmlessunderthis 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 Indemnit.y Procedures.Promptly after receipt by an Indemnified Person of any claim er notice of the commencement of any action or administrati¯=e or legal proceeding or in--estigation 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 andreasonablysatisfactorytotheIndemnifiedPerson.If the defendants in any such action include one or more Indemnified Persons and the Indemnifying Party and if the Indemnified Personreasonablyconcludesthattheremaybelegaldefensesavailable 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 otherwiseparticipateinthedefenseofsuchactiononitsown behalf.In such instances,the Indemnifying Part shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Person or Indemnified Persons having suchdifferingoradditionallegaldefenses. The Indemnified Person shall be entitled,at its expense,toparticipateinanysuchaction,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 theopinionoftheIndemnifiedPersonanditscounsel,such action, suit or proceeding in o17es the potential imposition of criminalliabilityontheIndemnifiedPerson,or there exists a conflict or ad-ersity of interest between the Indemnified Person and theIndemnifyingPartirinsucheventtheIndemnifyingPartyshall pay the reasonable expenses of the Indemnified Person,and (ii) shall not settle or consent to the entry of an judgment in anyaction,suit or proceeding without the consent of the IndemnifiedPerson,which shall not be reasonably withheld,conditioned ordelayed. IQFLGIA Revised 12/26/2013 47 18.2 Consequential Damages.In no e-:ent shall either Party be liable under anyprovisionofthisQFLGIAforanylosses,damages,costs or expenses for anspecial,indirect,incidental,consequential,or punitive damages,íncluding but not limited to loss of profit or re-enue,loss of the use of equipment, cost of capital,cost of temporar equipment or services,whether based in whole or in part in contract,in tort,including negligence,strictliability,or any other theory of liability;pro-ided,however,that damages for which a Party may be liable to the other Part 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 QFLGIA,and until released by the other Party, the following minimum insurance co-erages,with insurers authorized to do business in the state where the Point of Interconnection is located: 18.3.1 Employers'Liability and Workers'Compensation Insuranceprovidingstatutorybenefitsinaccordancewiththelaws andregulationsofthestateinwhichthePointofInterconnection is located. 18.3.2 Commercial General Liability Insurance including premises andoperations,personal injury,broad form propert damage,broad form blanket contractual liability coverage (including co"erage for the contractual indemnification)products and completed operations coverage,co"erage for explosion,collapse andundergroundhazards,independent contractors co-erage,coverage for pollution to the extent normally available and puniti-e damages to the extent normall a"ailable 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,bodilyinjury,including death and propert;damage. 18.3.3 Comprehensi-e Automobile Liability Insurance for coverage of owned and non-owned and hired vehicles,trailers or semi-trailers designed for tra-el on public roads,with a minimum,combinedsinglelimitofOneMillionDollars($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 11illion Dollars ($20,000,000)peroccurrence/Twenty Million Dollars ($20,000,000)aggregate. 18.3.5 The Commercial General Liability Insurance,Comprehensive Automobile Insurance and Excess Public Liabilit InsurancepoliciesshallnametheotherParty,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 pro isions QFLGIA Revised 12/26/2013 48 whereby the insurers waire all rights of subrogation in accordance with the provisions of this QFLGIA against the Other Party Group and provide thirty (30)da s ad-ance written notice to the Other Party Group prior to anniversar;date of cancellation or any material change in co-erage 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 thepolicesareprimaryandshallapplytosuchextentwithout consideration for other policies separately carried and shall state that each insured is pro-ided co"erage as though a separatepolicyhadbeenissuestoeach,except the insurer's liability shall not be increased beyond the amount for which the insurer would ha,e been liable had only one insured been co-ered.EachPartyshallberesponsibleforitsrespecti--e 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 OFLGIA,which coverage may be in the form of tail coverage or extended reporting period coverage ifagreedbytheParties. 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 andobligationsassumedbythePartiesunderthisQFLGIA. 18.3.9 Within ten (10)days following execution of this QFLGIA,and as soon as practicable after the end of each fiscal year or at the renewal of the insurance polic and in an event within ninety (90)days thereafter,each Party shall provide certification of all insurance required in this QFLGIA,executed by each insurer or by an authorized representati-e 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 aPartyrsseniorsecureddebtisunratedbyStandard&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 QFLGIA Revised 12/26/2013 49 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 aspracticalallaccidentsoroccurrencesresultingininjuriesto any person,including death,and any property damage arising out of this QFLGIA. ARTICLE 19.ASSIGNMENT 19.1 Assignment.Transmission Provider may at an time assign its rights anddelegateitsobligationsunderthisAgreement,in whole or in part,including,without limitation,transferring its rights and obligations under this Agreement to any:(i)affiliate;(ii)successor in interest,or (iii)corporation or any other business entity in conjunction with a merger, consolidation or other business reorganization to which PacifiCorp is aparty.Affiliate includes any entity in which Berkshire Hathaway Inc,owns more than a 5_interest,over which Berkshire Hathaway Energy exercises management control,or which is listed on an exhibit to this Agreement. Interconnection Customer shall not assign its rights,nor delegate itsobligations,under this Agreement without the prior written consent of Transmission Provider,and an attempted transfer in "iolation of this restriction shall be void. ARTICLE 20.SEVERABILITY 20.1 Severability.If any provision in this QFLGIA is finally determined to beinvalid,-oid or unenforceable by any court or other Governmental Authorityhavingjurisdiction,such determination shall not invalidate,-oid or make unenforceable any other provision,agreement or covenant of this QELGIA. 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. ARTICLE 22.CONFIDENTIALITY 22.1 Confidentiality.Confidential Information shall include 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 QFLGIA. 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 con-eyed orall or by inspection,if the Part providing the information orally informs the Party receiving the information that the information is confidential. OFLGIA Revised 12/26/2013 50 If requested b either Party,the other Party shall provide in writing,the basis for asserting that the information referred to in this Article warrants confidential treatment,and the requesting Part may disclose such writing to the appropriate Go"ernmental Authorit .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 QFLGIA,and for a period of three (3)Tears after the expiration or termination of this QFLGIA,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 generallyavailabletothepublicotherthanasaresultofadisclosure by the receiving Party;(2)was in the lawful possession of the receiving Party on a non-confidential basis before recei-ing it from the disclosing Party;(3)was supplied to the recei"ing Party without restriction b 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 recei-ing 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 GFLGIA;or (6) is required,in accordance with Article 22.1.7 of the QFLGIA, Order of Disclosure,to be disclosed by any Go-ernmental Authority or is otherwise required to be disclosed by law or subpoena,or is necessary in any legal proceeding establishingrightsandobligationsunderthisQFLGIA.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 b;the Standards of Conductrequirements),subcontractors,employees,consultants,or to parties who may be or considering pro-.riding financing to orequityparticipationwithInterconnectionCustomer,or topotentialpurchasersorassigneesofInterconnectionCustomer,on a need-to-know basis in connection with this QFLGIA,unless such person has first been advised of the confidentialit pro--isions 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 an;release of Confidential Information in contravention of this Article 22. 22.1.4 Rights.Each Part 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 QFLGIA Revised 12/26/2013 51 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.B;pro,iding 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 pro-ide anyparticularinformationorConfidentialInformationtothe 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 recei es as it uses to protect its own Confidential Information from unauthorized disclosure,publication or dissemination.Each Party may use Confidential Information solely to fulfill itsobligationstotheotherPartyunderthisQFLGIAcritsregulatoryrequirements. 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,b subpoena,oral deposition,interrogatoriest requests for production of documents, administrative order,or otherwise,to disclose Confidential 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 protecti"e order or waivecompliancewiththetermsofthisQFLGIA.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 QFLGIA for any reason,each Party shall,within ten (10)Calendar Days ofreceiptofawrittenrequestfromtheotherParty,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 beinadequatetocompensateaPartyfortheotherParty's Breach of its obligations under this Article 22.Each Party accordingly agrees that the other Part shall be entitled to equitablerelief,by way of injunction or otherwise,if the first Part 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 QFLGIA Revised 12/26/2013 52 defense that there would be an adequate remed;at law.Such remed;shall not be deemed an exclusive remedy for the Breach of this Article 22,but shall be in addition to all other remedies a-ailable 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 puniti-e damages of any nature or kind resulting from or arising in connection with this Article 22, 22.1.10 Disclosure to a State.Notwithstanding anything in this Article 22 to the contrary,if a State,during the course of aninvestigationorotherwise,requests information from one of the Parties that is otherwise required to be maintained in confidencepursuanttothisQFLGIA,the Party shall provide the requested information to the State,within the time pro-ided for in therequestforinformation.In providing the information to aState,the Party must,request that the information be treated as confidentia]and non-public by the State and that the information be withheld from public disclosure.Parties are prohibited fro:mnotifyingtheotherPartytothisQFLGIApriortothereleaseof the Confidential Information to the State.The Part shallnotifytheotherPartytotheQFLGIAwhenitisnotifiedby the State that a request to release Confidential Information has been recei-ed by the State,at which time either of the Parties mayrespondbeforesuchinformationwouldbemadepublic. 22.1.11 Subject to the exception in Article 22.1.10,any information that a Party claims is competitively sensiti:et commercial or financial information under this QFLGIA ("Confidential Information")shall not be disclosed by the other Party to an*· person not employed or retained by the other Party,except to the extent disclosure is (i)required by law;(ii)reasonably deemed b 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 unreasonablywithheld;or (i--)necessary to fulfill its obligations under this QFLGIA or as a transmission service pro-ider or a Control Area operator including disclosing the Confidential Information to an RTO or ISO or to a regional or national reliabilityorganization.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,thedisclosingPartyagreestopromptlynotif;the other Party inwritingandagreestoassertconfidentialitandcooperatewith the other Party in seeking to protect the Confidential Information from public disclosure by confidentiality agreement,protecti--e order or other reasonable measures. IQFLGIA Revised 12/26/2013 53 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 abatementacti-ities,or any t pe of remediation acti--ities related to the GeneratingFacilityortheInterconnectionFacilities,each of which may reasonab1 heexpectedtoaffecttheotherParty.The notifying Party shall:(i)provide the notice as soon as practicable,provided such Party makes a good faith effort to pro¯·ide the notice no later than twenty-four (24)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. 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 hundredeighty(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 stabilityrequirements,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 acti ities since the last report;(3)a description of the action items for the next period;and (4)the deli·-er 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 DayspriortotheTrialOperation.Interconnection Customer shall submit acompletedcopyoftheGeneratingFacilitydatarequirementscontained inAppendixltotheLGIP.It shall also include any additional informationprovidedtoTransmissionProviderfortheFeasibilityandFacilitiesStudy. Information in this submission shall be the most current Generating Facilitydesignorexpectedperformancedata.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 wasoriginallyprovidedtoTransmissionProviderpursuanttotheInterconnectionStud;Agreement between Transmission Pro"ider and Interconnection Customer, IQFLGilA Revised 12/26/2013 54 then Transmission Provider will conduct appropriate studies to determine theimpactonTransmissionPro-ider Transmission System based on the actual data submitted pursuant to this Article 24.3.Interconnection Customer shall notbeginTrialoperationuntilsuchstudiesarecompleted. 24.4 Information Supplementation.Prior to the Operation Date,the Parties shallsupplementtheirinformationsubmissionsdescribedabo·e in this Article 24 with any and all "as-built"Generating Facility information or "as-tested"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 Generating Facility asrequiredbyGoodUtilityPracticesuchasanopencircuit"step ,oltage"test on the Generating Facility to "erify proper operation of the Generating Facilit 's automatic voltage regulator. Unless otherwise agreed,the test conditions shall include:(1)Generating Facility at synchronous speed;(2)automatic "oltage regulator on and involtagecontrolmode;and (3)a fi-e percent change in Generating Facilit terminal voltage initiated by a change in the voltage regulators referencevoltage.Interconnection Customer shall provide -alidated test recordings showing the responses of Generating Facility terminal and field -oltages.In the event that direct recordings of these "oltages is impractical,recordings of other voltages or currents that mirror the response of the Generating Facility's terminal or field voltage are acceptable if information necessar to translate these alternate quantities to actual Generating Facility terminal or field voltages is pro-ided.Generating Facility testing shall be conducted and results provided to Transmission Pro"ider for each individualgeneratingunitinastation. Subsequent to the Operation Date,Interconnection Customer shall provide Transmission Provider any information changes due to equipment replacement,repair,or adjustment.Transmission Provider shall pro·.ide Interconnection Customer any information changes due to equipment replacement,repair oradjustmentinthedirectlyconnectedsubstationoranyadjacentTransmission Provider-owned substation that may affect Interconnection Customer Interconnection Facilities equipment ratings,protection or operatingrequirements.The Parties shall provide such information no later thanthirty(30)Calendar Days after the date of the equipment replacement,repair or adjustment. 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 QFLGIA;and (ii)carry out its obligations and responsibilities under this QFLGIA.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 QFLGIA. QFLGIA Revised 12/26/20 13 55 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 inabilit to compl with the pro isions of this GFLGIA for a reason other chan a Force Majeure e ¯ent.The Parties agree to cooperate with each other and pro-ide necessary information regarding such inabilit to comply,including the date,duration,and reason for the inability to comply,and correcti-.-e actions taken or planned to be taken with respect to such inabilit to comply.Notwithstanding the foregoing,notification,cooperation or information pro-ided under this article shall not entitle the Party receiving such notification to allege a cause for anticipatory breach of this GFLGIA. 25.3 Audit Rights.Subject to the requirements of confidentiality under Article 22 of this OFLGIA,each Party shall ha-e 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 QFLGIA.Such audit rights shall include auditt of the other Party's costs, calculation of in"oiced amounts,the Transmission Provider's efforts to allocate responsibility for the provision of reacti-e support to the Transmission System,Transmission Provider's efforts to allocateresponsibilityforinterruptionorreductionofgenerationon the Transmission System,and each Part;'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 QFLGIA.Each Party shall keep such accounts and records for a period equi~alent 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 (24)months following Transmission Provider's issuance of a final in oice in accordance with Article 12.2. 25.4.2 Audit Rights Period for All other Accounts and Records.Accounts and records related to either Part 's performance or satisfaction of all obligations under this QFLGIA 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 auditrightsperiodshallbetwenty-four (24)months after the auditingParty's receipt of an invoice giving rise to such costobligations;and (ii)for an audit relating to all otherobligations,the applicable audit rights period shall be twenty- four (24)months after the e-ent for which the audit is sought. 25.5 Audit Results.If an audit by a Party determines that an o¯-erpayment or an underpa ment has occurred,a notice of such overpayment or underpayment shall IQFLGIA Revised 12/26/2013 56 be given to the other Part;together with those records from the audit which support such determination. ARTICLE 26.SUBCONTRACTORS 26.1 General.Nothing in this QFLGIA shall preL¯ent a Party from utilizing the services of any subcontractor as it deems appropriate to perform itsobligationsunderthisQFLGIA;provided,howerer,that each Part shallrequireitssubcontractorstocomplwithallapplicabletermsandconditions of this QFLGIA in prooiding such services and each Party shall remainprimarilyliabletotheotherPartyfortheperformanceofsuch subcontractor. 26.2 Responsibility of Principal.The creation of any subcontract relationship shall not relieve the hiring Party of any of its obligations under thisQFLGIA.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;pro¯ided,ho ever,that in no event shall Transmission Pro·ider 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 QFLGIA.Any applicableobligationimposedbythisQFLGIAuponthehiringPartyshallbeequally binding upon,and shall be construed as ha-ing 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. 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 GFLGIA 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 e"ent the designatedrepresentativesareunabletoresolvetheclaimordisputethroughunassisted or assisted negotiations within thirty (30)Calendar Days of the otherParty'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,eachPartymayexercisewhate-er rights and remedier it ma have in equity or at law consistent with the terms of this QFLGIA. 27.2 External Arbitration Procedures.Any arbitration initiated under this QFLGIA 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 QFLGIA Revised 12/26/2013 57 panel.The two arbitrators so chosen shall within twent (20)Calendar Days select a third arbitrator to chair the arbitration panel.In either case, the arbitrators shall be knowledgeable in electric utilit mattersr including electric transmission and bulk power issues,and shall not ha~e any current or past substantial business or financial relationships with any party to the arbitration (except prior arbitration).The arbitrator(s)shall pro"ide 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 RTO rules;pro-ided,however,in the e"ent 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,thearbitrator(s)shall render a decision within ninety (90)Calendar Days ofappointmentandshallnotifythePartiesinwritingofsuchdecisionand the reasons therefore.The arbitrator(s)shall be authorized only to interpret and appl;the pro-isions of this QFLGIA and shall have no power to modify orchangeanyprovisionofthisAgreementinanymanner.The decision of the arbitrator(s)shall be final and binding upon the Parties,and judgment on the award ma 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 standards set forth in the Federal Arbitration Act or the Administrative Dispute Resolution Act, 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 Part 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. 27.5 Waiver of Jury Trial.TO THE FULLEST EXTENT PERMITTED BY LAW,EACH OF THE PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF,UNDER OR IN CONNECTION WITH THIS AGREEMENT.EACH PARTY FURTHER WAIVES ANY RIGHT TO CONSOLIDATE,OR TO REQUEST THE CONSOLIDATION OF,ANY ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. ARTICLE 28 .REPRESENTATIONS,WARRANTIES AND COVENANTS 28.1 General.Each Party makes the following representations,warranties and covenants: 28.1.1 Good Standing.Such Part;is duly organized,validly existing and in acod standing under the laws of the state in which it isorganized,formed,or incorporated,as applicable;that it isqualifiedtodobusinessinthestateorstatesinwhichtheGeneratingFacility,Interconnection Facilities and NetworkUpgradesownedbysuchParty,as applicable,are located;and that it has the corporate power and authority to own itsproperties,to carr on its business as now being conducted and QFLGIA Revised 12/26/2013 58 to enter into this QFLGIA and carry out the transactionscontemplatedhereb·and perform and carry out all co-enants andobligationsonitsparttobeperformedunderandpursuantto this QFLGIA. 28.1.2 Authority.Such Party has the right,power and authority to enter into this QFLGIA,to become a party hereto and to perform its obligations hereunder.This QFLGIA is a legal,·ralid andbindingobligationofsuchParty,enforceable against such Party in accordance with its terms,except as the enforceability thereof may be limited by applicable bankruptc ,insolvency,reorganization or other similar laws affecting creditors'rightsgenerallyandbygeneralequitableprinciples(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 QFLGIA does not -·iolate or conflict with the organizational or formation documents,or bylaws or operating agreement,of suchParty,or any judgment,license,permit,order,material agreement or instrument applicable to or binding upon such Part or any of its assets 28.1.4 Consent and Approval.Such Party has sought or obtained,or,in accordance with this QFLGIA will seek or obtain,each consent,approval,authorization,order,or acceptance by any Governmental Authority in connection with the execution,delivery andperformanceofthisQFLGIA,and it will provide to any Governmental Authority notice of any actions under this QFLGIA that are required by Applicable Laws and Regulations. ARTICLE 29.JOINT OPERATING COMMITTEE 29.1 Joint operating Committee.Except in the case of ISOs and RTOs,Transmission Pro--ider shall constitute a Joint operating Committee to coordinate operating and technical considerations of Interconnection Ser-ice.At least six (6) months prior to the expected Initial Synchronization Date,Interconnection Customer and Transmission Provider shall each appoint one representati 'e and one alternate to the Joint Operating Committee.Each Interconnection Customer shall notify Transmission Pro--ider of its appointment in writing. Such appointments may be changed at any time by similar notice.The JointOperatingCommitteeshallmeetasnecessary,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 pro-isions of this QFLGIA.Each Party shall cooperate in pro-,iding to the Joint Operating Committee all information required in the performance of the Joint Operating Committee's duties.All decisions and agreements,if an ,made by the JointoperatingCommitteeshallbeevidencedinwriting.The duties of the JointOperatingCommitteeshallincludethefollowing: QFLGIA Revised 12/26/2013 59 29.1.1 Establish data requirements and operating record requirements. 29.1.2 Review the requirements,standards,and procedures for dataacquisitionequipment,protecti-e equipment,and any otherequipmentorsoftware. 29.1.3 Annually re"iew the one (1)Tear forecast of maintenance andplannedoutageschedulesofTransmissionPro"ider'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 Generating Facility and other facilities that impact the normal operation of the interconnection of the Generating Facility to the Transmission System. 29.1.5 Ensure that information is being provided by each Party regardingequipmentavailability. 29.1.6 Perform such other duties as may be conferred upon it by mutual agreement of the Parties. ARTICLE 30.MISCEI.IANEOUS 30.1 Binding Effect.This QFLGIA 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 QFLGIA and any attachment,appendices or exhibits hereto,the terms and provisions of the body of this QFLGIA shall prevail and be deemed the final intent of the Parties. 30.3 Rules of Interpretation.This QFLGIA,unless a clear contrary intention appears,shall be construed and interpreted as follows:(1)the singular number includes the plural number and -ice versa;[2)reference to any person includes such person's successors and assigns but,in the case of a Party,onl;if such successors and assigns are permitted by this QFLGIA,and reference to a person in a particular capacity excludes such person in any other capacity or individuall;;(3)reference to any agreement (including this QFLGIA),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 there under;(5)unless expressl stated otherwise,reference to any Article,Section or Appendix means such Article of this QFLGIA or such Appendix to this QFLGIA,or such Section to the LGIP or such Appendix to the LGIP,as the case may be;(6)"hereunder"r "hereof", "herein","hereto"and words of similar import shall be deemed references to QFLGIA Revised 12/26/2013 60 this QFLGIA 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 QFLGIA,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 QFLGIA.There are no other agreements,representations,warranties,or co-enants which constitute any part of the consideration for,or any condition to,either Part 'scompliancewithitsobligationsunderthisQFLGIA. 30.5 No Third Party Beneficiaries.This QFLGIA is not intended to and does not create rights,remedies,or benefits of an 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 QFLGIA to insist,on any occasion, upon strict performance of any provision of this QFLGIA will not be considered a wai"er 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 QFLGIA 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 QFLGIA.Termination or Default of this QFLGIA for any reason by Interconnection Customer shall not constitute a waiver of Interconnection Customer's legal rights to obtain an interconnection from Transmission Pro-ider.Any waiver of this QFLGIA shall,if requested,be provided inwriting. 30.7 Headings.The descriptive headings of the various Articles of this QFLGIA have been inserted for convenience of reference only and are of no significance in the interpretation or construction of this QFLGIA. 30.8 Multiple Counterparts.This QFLGIA 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 QFLGIA by a written instrument dul;executed by the Parties. 30.10 Modification by the Parties.The Parties may by mutual agreement amend the Appendices to this QFLGIA by a written instrument duly executed by the Parties.Such amendment shall become effective and a part of this QFLGIA upon satisfaction of all Applicable Laws and Regulations. QFLGIA Revised 12/26/2013 61 30.11 No Partnership.This QFLGIA 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 partnershipliabilityuponeitherParty.Neither Party shall have an 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 Part . IN WITNESS WHEREOF,the Parties ha"e executed this QFLGIA in duplicateoriginals,each of which shall constitute and be an original effective Agreement between the Parties. PacifiCorp: By: Title://Trent a A Boswell Wind Project I,LLC (Q409A) Title:r g/9 Date://414 |222/L QFLGIA Revised 12/26/20 l 3 62 Appendix A To QFLGLA Interconnection Facilities,Network Upgrades and Distribution Upgrades 1.Interconnection Facilities: (a)Interconnection Customer's Interconnection Facilities:a single four (4) breaker 230 kV ring bus switching station leading to a looped 230 kV transmission system where each project is protected by two (2)230 kV breakers.The switching station is then connected to Freezeout substation b an approximately 33.75 mile 230 kV tie line. (b)Transmission Provider's Interconnection Facilities:in addition to a meter and control house (with communications and protection and controlequipment)at each Large Generating Facility,there will be a new linepositionwithadeadendstructureand230keinterchangemeteringlocated at Freezeout substation. 2.Network Upgrades: (a)Stand Alone Network Upgrades:None (b)Other Network Upgrades:include new breaker bay and associated protection and control and communications equipment at Freezeout substation,relocation of the Freezeout-Standpipe transmission line,rebuild/reconductor of the Freezeout-Aeolis transmission line,modification/upgrade of communicationsequipmentattheTransmissionProvider's control centers. 3.Distribution Upgrades:None 4.Point of Interconnection:The point at which Transmission Provider's Interconnection Facilities meet existing bus at the Freezeout substation. 5.Point of Change of Ownership:The point at which Interconnection Customer's Interconnection Facilities and Transmission Provider's Interconnection Facilities meet at a deadend structure at the Freezeout substation. 6.One-Line Diagram:A one-line diagram showing the Generating Facility, Interconnection Customer Interconnection Facilities,Transmission Pro ·ider Interconnection Facilities,Point of Interconnection and Point of Change of Ownership is attached hereto as Attachment A. 7.Tax Gross-Up Amount:There is no tax gross-up anticipated for the Direct Assignment Facilities and Transmission Provider's Interconnection Facilities installed under this Agreement.The estimated tax liability,in the e-rent that Transmission Pro ider is assessed a tax liability for these facilities,is calculated pursuant to the formula in Article 5.17.4 of this Agreement as follows: Current Tax Rate -37.95" Gross Income Amount -$1,847,700 Present Value of Tax Depreciation -$1,233,369 Estimated Tax Liabilit -37.955 x ($1,847,700-31,233,367)/(1-37.95 )= $374,744 The above tax liability calculation is an example only.In the e"ent Transmission Provider is assessed a tax liability for the Direct Assignment Facilities and Transmission Provider's Interconnection Facilities installed pursuant to this LGIA, the actual tax liability will be calculated at that time based upon the actual values for current tax rate,gross income amount and present 'alue of the tasdepreciation. Appendix B To QFLGIA Milestones The folloaing schedule has been developed based on the Interconnection Customer's date of application for this Project of January 25,2012,and the requirement that the Project be completed within ten years of the application,as well as the requirement that the Transmission Pro-ider's Energy Gateway South and Aeolus toPopulousportionofGatewayWestprojectscomeintoserviceascurrentlyplanned in 2024.Interconnecting the Project before the Energ;Gateway projects are in service would create system emergency conditions.Thus,the Project will require the Energy Gateway projects to be in-service in order to maintain system reliability. Should the scheduled in-service dates for the Transmission Provider's Gateway projects be modified,the dependent dates for this Project must also be modifiedaccordingly. Interconnection Customer executes Interconnection Agreement:July 1,2016 Interconnection Customer provides financial security pursuant to Article 11.5,in the amount of $1,260,000 Interconnection Customer pro-ides design information:January 1,2020 *Transmission Pro-ider begins engineering and procurement activities:Februar;1, 2020 **Interconnection Customer submits Energy Imbalance Market modeling information data:March 1,2020 Transmission Pro,ider design complete:June 1,2020 Interconnection Customer provides property/permits/ROW and pro"ides authorization to construct:July 1,2020 Transmission Provider begins construction:August 1,2020 Interconnection Customer construction complete:October 1,202] In-Service Date (Backfeed):January 15,2022 Interconnection Customer shall request permission to backfeed in writing,including by e-mail,and wait to receive written permission from the Transmission Provider. Transmission Provider Energy Gateway project complete:September 1,2024 All Transmission Pro-ider construction complete:October 1,2024 Initial Synchronization Date:November 1,2024 Interconnection Customer shall request permission for initial synchronization in writing,including b e-mail,and wait to receive written permission from the Transmission Provider.Interconnection Customer will be required to demonstrate the reactive capabilit of the facility and the --oltage control system prior to commercial operation. Commercial Operation Date:December 15,2024 Interconnection Customer shall request permission for commercial operation inwriting,including by e-mail,and wait to receive written permission from the Transmission Pro¯-ider.As soon as possible Interconnection Customer shall confirm the actual Commercial Operation Date by submitting Appendix E to the Transmission Provider. *As applicable and determined by the Transmission Provider,within 60 days of the Interconnection Customer's authorization for the Transmission Provider to beginengineering,the Interconnection Customer shall provide a detailed short circuit model of its generation system.This model must be constructed using the ASPEN OneLine short circuit simulation program and contain all individual electrical components of the Interconnection Customer's generation s stem. **Any design modifications to the Interconnection Customer's Generating Facility after this date requiring updates to the Transmission Provider's network model may result in a minimum of 3 months added to all future milestones including CommercialOperation. Term of Agreement:In accordance with LGIA Article 2.2,the Parties agree that the term of the LGIA shall be ten (10)Tears from the Effecti--e Date and shall beautomaticallyrenewedforeachsuccessiveone-year period thereafter. Construction Option:The Network Upgrades,Direct Assignment Facilities and Transmission Provider Interconnection Facilities will be designed,procured and constructed by the Transmission Provider in accordance with the Standard Option described in Article 5.1.1 of this Agreement.The Network Upgrades,DirectAssignmentFacilitiesandTransmissionPro:ider Interconnection Facilities shall be constructed in accordance with the Scope of Work attached to this LGIA as Exhibit 2 to Appendix A.The Network Upgrades,Direct Assignment Facilities and Transmission Provider's Interconnection Facilities shall be designed,procured and constructed in a timely manner to support the Milestone Dates stated above. Estimated Project Cost:$6,279,200 Direct Assigned Facilities:$1,847,700 Network Upgrades:$4,431,500 Appendix C To QFLGIA Interconnection Details Description of the Large Generating Facility:includes 26 "estas V111 3.075 HW wind turbines for a net output of 80 MW.The Large Generating Facility has four (4) collector strings of wind turbines feeding a single 34.5 -230 ki transformer with a capacity of 91.6 UVA and an impedance of B.Sc.The Transformer than feeds a circuit switcher and connects to the Interconnection Customer's Interconnection Facilities (see Attachment A).Each Large Generating Facility will have a Transmission Prorider owned meter. Control Area Requirements.Interconnection Customer shall interconnect and operate the Large Generating Facility in accordance with the Transmission Pro¯·ider's Facility Interconnection Requirements for Transmission Systems,as may be re-ised from time to time,attached hereto as Attachment C and by this referenceincorporatedherein. Interconnection Detaile: Metering.With reference to Article 7.1,Transmission Provider will own and maintain the bi-directional revenue Metering Equipment in Transmission Pro-ider's Point of Interconnection substation at the Interconnection Customer's expense. Under Frequency and O-er Frequency Conditions.Consistent with OFLGIA Article9.6.3,Transmission Pro-ider shall design,procure,install and maintain frequency and -oltage protection to trip feeder breakers in accordance with the settings shown in Attachment C. Reacti"e Power.Transmission Provider will require the facilit;to operate in ·altage control mode with the ability to deliver 100 of the power to the Point of Interconnection with at least a +/-0.95 power factor at the Point of Interconnection. If a~ailable,operation with a voltage droop control mechanism would provide the most flexible control,as well as the ability to coordinate with other potential futuregenerationfacilitiesorvoltagecontroldevices.As per NERC Reliability Standard VAR-001-la,the Transmission Provider is required to specify -oltage or reactive power schedule at the Point of Interconnection.All generators must meet the Transmission Pro¯-ider's low voltage ride-through requirements as specified in this QFLGIA. (As the Transmission Pro-ider cannot submit a user written model to WECC for inclusion in base cases,a standard model from the WECC Approved Dynamic Model Library is required at least 120 days prior to backfeed.) Property Details.Interconnection Customer is required to obtain for the benefit of Transmission Provider at Interconnection Customer's sole cost and expense all realpropertyrights,including but not limited to fee ownership,easements and/or rights of way,as applicable,for Transmission Provider owned Facilities using Transmission Provider's standard forms.Transmission Provider shall not be obligated to accept any such real property right that does not,at Transmission Provider's sole discretion,confer sufficient rights to access,operate,construct,modify,maintain, place and remove Transmission Provider owned facilities or is otherwise not con-¯eyed using Transmission Provider's standard forms.Further,all real property on which Transmission Pro-.-ider's Facilities are to be located must be en'ironmentally,physically and operationall acceptable to the Transmission Pro-ider at its sole discretion. Interconnection Customer is responsible for obtaining all permits required by all rele-ant jurisdictions for the project,including but not limited to,conditional use permits and construction permits;pro-ided however,Transmission Provider shall obtain,at Interconnection Customer's cost and schedule risk,the permits necessary to construct Transmission Pro"ider's Facilities that are to be located on real property currently owned or held in fee or right by Transmission Provider. Except as expressly waived in writing b an authorized officer of Transmission Provider,all of the foregoing permits and real property rights (conferring rights on real property that is en-ironmentally,physically and operationally acceptable to Transmission Pro-ider)shall be acquired as provided herein as a condition to Transmission Provider's contractual obligation to construct or take possession of facilities to be owned by the Transmission Provider under this Agreement. Transmission Provider shall ha¯e no liability for any project delays or cost overruns caused by delays in acquiring any of the foregoing permits and/or real property rights,whether such delay results from the failure to obtain such permits or rights or the failure of such permits or rights to meet the requirements set forth herein.Further,any completion dates,if any,set forth herein with regard to Transmission Provider's obligations shall be equitab1 extended based on thelengthandimpactofanysuchdelays. Appendix D To QFLGIA Security Arrangements Details Infrastructure security of Transmission System equipment and operations and control hardware and software is essential to ensure da -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 NERC.All public utilities will be expected to meet basic standards for system infrastructure and operational security,including physical,operational,and cyber-security practices. Automatic Data Transfer.Throughout the term of this Agreement,Interconnection Customer shall provide the data specified below b automatic data transfer to the Transmission Provider Control Center specified b Transmission Pro"ider or to a Third-Party System Operator designated by Transmission Provider (or both): From the Interconnection Customer's collector substation/GeneratingFacility:Analogs: o Transformer real power o Transformer reactive power o Real power flow through 34.5 kV line feeder breaker 1 o Reactive power flow through 34.5 kV line feeder breaker 1 o Real power flow through 34.5 ke line feeder breaker 2 o Reacti-e power flow through 34.5 kV line feeder breaker 2 o Real power flow through 34.5 kV line feeder breaker 3 o Reactive power flow through 34.5 kY line feeder breaker 3 o Real power flow through 34.5 kV line feeder breaker 4 o Reactive power flow through 34.5 kV line feeder breaker 4 o A phase 230 kV transmission voltage o B phase 230 k"transmission voltage o C phase 230 kV transmission oltage o Wind speed Status: o 230kV breaker 1 o 230k?breaker 2 o 230kV breaker 3 o 230kV breaker 4 o 230kV circuit switcher o 34.5kV main breaker o 34.5k?collector circuit breaker 1 o 34.Sk?collector circuit breaker 2 o 34.5k"collector circuit breaker 3 o 34.5kV collector circuit breaker 4 o Line Relay Alarm Billing Meter Data.Bi-directional revenue meter at the Point of Interconnection will not be configured to allow direct dial-up access by Interconnection Customer. The Transmission Provider will pro-ide alternatives,at the Interconnection Customer's expense,upon request. Additional Data.Interconnection Customer shall,at its sole expense,pro--ide an additional Generating Facility data reasonably required and necessary for the Transmission Provider to operate the Transmission S;stem in accordance with GoodUtilityPracticeandAttachmentC,Facility Interconnection Requirements for Transmission systems. Appendix E To QFLGIA Commercial Operation Date This Appendix E is a part of the OFLGIA between Transmission Pro ider and Interconnection Customer. [Date] [Insert Address Here] Portland,Oregon 97232 Re:Generating Facility Dear : On [Date][Interconnection Customer]has completed Trial Operation of Unit No..This letter confirms that [Interconnection Customer]commenced commercialoperationofUnitNo.at the Generating Facilit ,effective as of [Date plus one day]. Thank you. [Signature} [Interconnection Customer Representative] Appendix F To QFLGI.A Addresses for Delivery of Notices and Billings Notices,Billings and Payments: Transmission Provider: US Mail Deli*eries:PacifiCorp Transmission Attn:Central Cashier Office PO Box 2757 Portland,OR 97208-2757 Other Deliveries:Central Cashiers Office Attn:PacifiCorp Transmission Services 825 NE Multnomah Suite 550 Portland OR 97232-0001 Phone Number:(503)813-6774 Interconnection Customer: Boswell Wind Project I,LLC c/o Corçaration Service Compan Attention:General Counsel 2711 Center-ille Road,Suite 400 Wilmington,New Castle County Delaware 19BOS and to: Boswell Wind Project I,LLC c/o Alterra Power Corp. Attention:General Counsel 600 -BBB Dunsmuir St. Vancouver,B.C.Canada 76C 3K4 Alternative Forms of Delivery of Noticas (telephone,facsimile or email): Transmission Provider: Director,Transmission Ser-ices (503)813-7237 Manager,Transmission Scheduling (503)813-5342 Manager,Interconnection Services (503)813-6496 Transmission Business Facsimile (503)813-6893 OASIS Address:http://www.oasis.pacificorp.com/oasis/ppw/main.htmlx Interconnection Customer: Boswell Wind Project I,LLC c/o Corporation Service Company Attention:General Counsel Email:generalcounsel@alterrapower.ca Phone:1-877-669-4999 Fax:1-604-682-3727 and to: Boswell Wind Project I,LLC c/o Alterra Power Corp. Attention:General Counsei Email:generalcounsel@alterrapower.ca Phone:1-877-669-4999 Fax:1-604-682-3727 Appendix G to QFLGIA INTERCONNECTION .REQUIREMENTS FOR A WIND GENERATING PLANT Appendix G sets forth requirements and pro-isíons specific to a windgeneratingplant.All other requirements of this QFLGIA continue to appl to windgeneratingplantinterconnections. A.Technical Standards Applicable to a Wind Generating Plant i .Low Voltage Ride-Through (LVRT)Capability A wind generating plant shall be able to remain online during --oltage disturbances up to the time periods and associated voltage le--els set forth in the standard below. All wind generating plants must meet the following requirements: 1.Wind generating plants are required to remain in-ser ¯ice during three-phase faults with normal clearing (which is a time period of approximately 4 -9 c Cles)and single line to ground faults with delayed clearing,andsubsequentpost-fault --oltage reco"ery to prefault voltage unless clearing the fault effectively disconnects the generator from the system.Theclearingtimerequirementforathree-phase fault will be specific to the wind generating plant substation location,as determined by and documented by the transmission provider.The maximum clearing time the windgeneratingplantshallberequiredtowithstandforathree-phase fault shall be 9 cycles after which,if the fault remains following the location-specific normal clearing time for three-phase faults,the wind generatingplantmaydisconnectfromthetransmissionsystem.A wind generating plant shall remain interconnected during such a fault on the transmission system for a voltage level as low as zero volts,as measured at the high voltage side of the wind GSU. 2.This requirement does not apply to faults that would occur between the windgeneratorterminalsandthehighsideoftheGSU. 3.Wind generating plants may be tripped after the fault period if this action is intended as part of a special protection system. 4.Wind generating plants may meet the LVRT requirements of this standard by the performance of the generators or by installing additional equipment (e.g.,Static VAr Compensator)within the wind generating plant or by a combination of generator performance and additional equipment. 5.Existing individual generator units that are,or have been,interconnected to the network at the same location at the effective date of the Appendix G LVRT Standard are exempt from meeting the Appendix G LVRT Standard for theremaininglifeoftheexistinggenerationequipment.Existing indi"idual generator units that are replaced are required to meet the Appendix G L"RT Standard. ii.Power Factor Design Criteria (Reactive Power) A wind generating plant shall maintain a power factor within the range of 0.95 leading to 0.95 lagging,measured at the Point of Interconnection as defined in this LGIA,if the Transmission Pro-ider's System Impact Study shows that such arequirementisnecessarytoensuresafetyorreliability.The power factor range standard can be met b using,for example,power electronics designed to supply this le-el of reacti-e capability (taking into account any limitations due tooltagele-el,real power output,etc.)or fixed and switched capacitors if agreed to by the Transmission Protider,or a combination of the tuo.The Interconnection Customer shall not disable power factor equipment while the wind plant is inoperation.Wind plants shall also be able to provide sufficient dynamic "oltage support in lieu of the power system stabilizer and automatic "oltage regulation at the generator excitation system if the System Impact Study shows this to berequiredforsstemsafetyorreliability. iii.Supervisory Control and Data Acquisition (SCEDA)Capability The wind plant shall pro-:ide SCADA capabilit¯¯to transmit data and receive instructions from the Transmission Provider to protect system reliability.The Transmission Pro--ider and the wind plant Interconnection Customer shall determine what SCADA information is essential for the proposed wind plant,taking into account the size of the plant and its characteristics,location,and importance inmaintaininggenerationresourceadequacyandtransmissionsystemreliabilityinits area. Attachment A to QFLGIA One-line Diagram Stgitey Basm -------- ¡CollectotCircuils ¡ ¢¢¢ ' SevenMne HLi 1 34 5 kV I Q409CFreezeoutLarge iSubstationGenerating! Facility i 2 5 Miles Transmission Providers InterconnectionStandpipeFacilities(plus 375 Miles Generator Meters) ---,I Iinterconnection chance of Customers 1owners"'"Interconnection Facilities 230 kV Mai I346KV\ 4 5 Miles ---)Q409D -¯¯Large GeneratingvcIFacNityQ409AA Large 34 5 kV Q409BGeneratingLargeFacilityvc-a Generating FacilityCollectorCircui1sMB1-------5 Attachment B to QFLGIA Scope of work Generating Facility The following outlines the design,procurement,construction, installation,and ownership of equipment at the Interconnection Customer's Generation Facility. Q0409 Collector station 1 Interconnection Customer to be Responsible For the Following: Design,procure and construct all facilities required for the Q0409 collector substation 1 except for those commonfacilities/components indicated as designed,procured or constructed by the Transmission Provider. Provide a CDEGS analysis and report to the Transmission Provider which indicates that the Interconnection Customer's collector substation site 1 has been designed to meet safe step and touchpotentialrequirements. Install 230kV,2000A circuit breakers to connect to the 230kV radial transmission line to Freezeout substation. Provide circuit breaker specifications to the Transmission Provider for review to ensure the breakers are compatible with the Transmission Provider's protection and control design. Install all protection and control equipment provided by the Transmission Provider. Install Transmission Provider supplied relay panel. Design,procure and install line protective relays for the 230kV lines that make up the network between collector substations 1,2,3 and 4.These relays will need to detect and clear line faults in six cycles or less. Install Transmission Provider supplied revenue metering panels, instrument transformers,junction boxes and secondary lead conductors. It is recommended by the Transmission Provider that the Interconnection Customer install metering by-pass switches to avoid generators being taken off line for meter testing,repair, and service. Supply an Ethernet phone line,or equivalent communications path,for retail sales and generation accounting via the MV-90 translation system.This may be provided utilizing the Transmission Provider's digital communication system. Provide a separate graded,grounded and fenced area along theperimeterofthecollectorstationfortheTransmission Provider to install a control house.The area will share a fence and be connected to the collector substation.The control house shall have separate,unencumbered access for the Transmission Provider.The control house will contain any required metering, protection,SCADA and communications equipment.This area will also contain the metering units,switches and deadend structure. Provide AC station service to the Transmission Provider's control house from a station service transformer mounted on a distribution pole.The control house will be outfitted with a weather head to accept the station service drop. Provide emergency AC power for the Transmission Provider's control house. Supply all required data points hardwired to the Transmission Provider's RTU using DNP3 protocol to the Transmission Provider multiplex in accordance with the Transmission Provider's interconnection policy. The following points are required from the Interconnection Customer's collector substation 1: Analogs: o Transformer real power o Transformer reactive power o Real power flow through 34.5 kV line feeder breaker 1 o Reactive power flow through 34.5 kV line feeder breaker 1 o Real power flow through 34.5 kV line feeder breaker 2 o Reactive power flow through 34.5 kV line feeder breaker 2 o Real power flow through 34.5 kV line feeder breaker 3 o Reactive power flow through 34.5 kV line feeder breaker 3 o Real power flow through 34.5 kV line feeder breaker 4 o Reactive power flow through 34.5 kV line feeder breaker 4 o A phase 230 kV transmission voltage o B phase 230 kV transmission voltage o C phase 230 kV transmission voltage o Wind speed Status: o 230kV breaker 1 o 230kV breaker 2 o 230kV breaker 3 o 230kV breaker 4 o 230kV circuit switcher o 34.5kV main breaker o 34.5kV collector circuit breaker 1 o 34.5kV collector circuit breaker 2 o 34.5kV collector circuit breaker 3 o 34.5kV collector circuit breaker 4 o Line Relay Alarm Design,procure,install and terminate ADSS fiber optic cable from a fiber optic cable splice box on the last dead-end structure of the 230 kV tie line from the Point of Interconnection substation.Route the cable into the Transmission Provider's collector substation control building in an underground raceway.The raceway from the splice box (3" conduit minimum)will terminate in a fiber optic patch panel in the control building.All fiber optic cable and equipment between the Point of Interconnection substation and collector substation 1 will be owned and maintained,at the Interconnection Customer's expense,by the Transmission Provider. Perform end to end check out of the fiber optic cable from thepatchpanelsatthecollectorsubstationtothepatchpanel located at the Point of Interconnection substation. Transmission Provider to be Responsible For the Following: Review the Interconnection Customer's circuit breaker specifications to ensure compatibility with the Transmission Provider's protection and control design, Design and procure a transmission line protective relay panel and provide to Interconnection Customer for installation.The panel will be owned and maintained,at the Interconnection Customer's expense,by the Transmission Provider. Install a control house adjacent to the collector station at an Interconnection Customer supplied graded,grounded and fenced area.A list of the major equipment to be installed is as follows: o 3 -230kV,CT/PT combined metering units o 2 -230kV,switches,meter disconnect,group operated o 1 -line current differential relay panel o 1 -Control house o 1 -125VDC battery bank with charger Complete wiring of outputs to the fiber communications system. Design,procure,install,own,and maintain an RTU at the collector substation. Provide a list of data inputs and outputs required for protection,control and data collection in accordance with the Transmission Provider's interconnection policy. Design and procure the collector substation metering panels. The collector substation metering design packages will include two revenue quality meters,test switches,and all SCADAmeteringdataterminatedatameteringinterpositionblock. Design,procure and own the interconnection revenue metering system including the instrument transformers,metering panel,junction box and secondary metering wire.The interchangemeteringwillbedesignedbidirectionalandratedforthetotal net generation of the Project including metering the retail load (per tariff)delivered to the customer. Design,procure,install,own and maintain DMX fiber nodes and multiplex in the Transmission Provider's control house. Own and maintain,at the Interconnection Customer's expense, all fiber optic cable,associated communications equipment and metering equipment. Supply all specifications required for common equipment to facilitate design of the collector station. Perform final checkout and testing/commissioning of the interconnecting line protection control systems in the collector station. Transmission Tie Line The following outlines the design,procurement,construction, installation,and ownership of equipment associated with the radial line connecting the Interconnection Customer's Generating Facility to the Transmission Provider's Point of Interconnection substation. Interconnection Customer to be Responsible For the Following: Obtain all necessary permits,easements,and rights of way for the construction of the 230kV radial interconnection line from the Freezeout substation to the Q0409 Collector Substation 1. Design,procure,and construct an approximately 33.75 mile, double bundled 1272 ACSR 230 kV radial transmission line from the Freezeout substation to the 00409 collector substation 1. Construct the last Interconnection Customer owned structure and conductor span to the Transmission Provider's standards.The Transmission Provider will terminate the last span of Interconnection Customer owned conductor into Freezeout substation.If the Interconnection Customer's transmission line crosses other Transmission Provider lines,it must cross under any existing transmission line(s). Install OPGW fiber optic cable from the Point of Interconnection substation to collector substation 1.Terminate the OPGW fiber optic cable on the last dead-end structure of the 230kV radial interconnection line outside the Freezeout substation fence using an appropriate fiber optic splice box.All fiber optic cable and equipment on the tie line will be owned and maintained by the Transmission Provider at the Interconnection Customer's expense. Perform end to end checkout of the installed fiber optic cable circuitry between the collector substations and Point of Interconnection substation.Final checkout and acceptance shall be performed by the Transmission Provider. Transmission Provider to be Responsible For the Following: Provide specifications for the installation and testing of the fiber optic cable installation between the collector and Point of Interconnection substations. Own and maintain,at the Interconnection Customer's expense, al fiber optic cable and associated equipment on the tie line. Review the design of the last transmission line structure outside the Point of Interconnection substation to ensurecompatibilitywiththesubstationterminationstructure. Pull in the last span of the Interconnection Customer owned 230kV conductor and shield wire and terminate at the Freezeout substation.The Interconnection Customer's transmission line must cross under any existing lines. Perform final checkout and acceptance of the fiber optic communications system. Point of Interconnection (Freezeout Substation) The following outlines the design,procurement,construction, installation,and ownership of equipment at the Point of Interconnection. Interconnection Customer to be Responsible For the Following: Obtain all necessary permits,lands,rights of way and easementsrequiredfortheinterconnectionoftheQ0409230kV transmission line. Transmission Provider to be Responsible For the Following: Procure and install ADSS fiber optic cable from the fiber opticspliceboxonthelasttransmissionlinestructureofthe Interconnection Customer's 230kV radial transmission line in conduit or cable tray into the Freezeout substation control building. Design,procure,install,own and maintain DMX fiber nodes and install multiplex in the Point of Interconnection substation control house. Design,procure and install a transmission line protective relay panel for line fault detection.These relays are for theprotectionoftheradialtransmissionlinetotheQ0409 collector substations. Design,procure and install a relay for under/over voltage and over/under frequency protection of the system.If an out of operating range condition occurs,a signal will be sent over the fiber optic cable to trip open all of the Q0409 34.5kV feeder breakers at the collector substations. Design,procure and construct a new bay position to accommodate the relocation of the 230kV Freezeout-Standpipe transmission line along with the metering,communication and protection and control equipment for this line.The new Q0409 230kV transmission line will occupy the vacated Freezeout -Standpipeposition.A list of the major equipment required is as follows: x 1 -245kV,circuit breaker >2 -230kV,switch,breaker disconnect,group operated, vertical break,manually operated 1 -230kV,switch,line disconnect,group operated,vertical break,with motor operator,with grounding blade -3 -230kV,CT/PT metering unit r 3 -144kV MCOV surge arrester Design,procure,install and own the interconnection revenue metering system including the instrument transformers,metering panel,junction box and secondary metering wire.The interchange metering will be designed bidirectional and rated for the total net generation of the Project,including metering the retail load (per tariff)delivered to the customer. Install the metering panel in the Point of Interconnection control building and complete all cable terminations on panel. Listed below is the data required from Point of Interconnection substation. Analogs: o Net Generation real power o Net Generator reactive power o Interchange energy register Other The following outlines the design,procurement,construction, installation,and ownership of equipment past the Point of Interconnection. Transmission Provider to be Responsible For the Following: Upgrade the communications at the Transmission Provider's Portland and Salt Lake control centers to accommodate the addition of the QO409 Project. Design,procure necessary equipment and construct a 3.5 mile rebuild of the 230kV Aeolus-Freezeout transmission line.The line will be rebuilt to allow the existing OPGW fiber to remain in service during construction as an extended outage will not be possible. Design a Local Area Protection Scheme ("LAPS")to trip the Q0409 Project for an outage of the Aeolus-Freezeout 230kV line. Procure,construct and install all necessary equipment to implement the LAPS. Design and install necessary generator tripping/load reduction schemes that will be required to insure system stability during system disturbances. If necessary,present for approval any generator tripping/load reduction schemes to the WECC Remedial Action Scheme Reliability Subcommittee ("RASRS"). Attachment C to QFLGIA Facility Interconnection Requirements for Transmission Systems