20170918Attachment 40-2A - Boswell 2 QFLGIA.pdf

MAY 2 4 2017
STANDARD
LARGE GENERATOR INTERCONNECTION AGREEMENT
FOR A QUALIFYING FACILITY
(QFLGIA)
between
PACIFICORP
and
Boswell Wind Project II,LLC
Boswell Springs-2
Q40 9B
TABLE OF CONTENTS
Page
RECITALS............................................................7
ARTICLE 1.DEFINITIONS..........................................................................................8
ARTICLE 2 .EFFECTIVE DATE ,TERM AND TERMINATION.......................................1 6
2 .1 Effective Date..........................................................................................1 6
2.2 Term of Agreement.................,...........................,......................................1 6
2 .3 Change in Qualifying Facilities Status..........................................1 6
2 .4 Termination Procedures..........................................................................1 7
2 .5 Termination Costs....................................................................................1 7
2 .6 Disconnection............................................................................................I 8
2 .7 Survival......................................................................................................I 8
ARTICLE 3.REGULATORY FILINGS.........................................................................I 8
3.1 Filing..........................................................................................................I 8
ARTICLE 4 .SCOPE OF SERVICE .............................................................................1 8
4 .1 Interconnection Product Options........................................................1 8
4 .2 Performance Standards............................................................................1 9
ARTICLE 5.INTERCONNECTION FACILITIES ENGINEERING,PROCUREMENT,AND
CONSTRUCTION.............................................................................................................]9
5 .1 Options........................................................................................................]9
5.2 Power system stabilizers......................................................................]9
5 .3 Equipment Procurement..........................................,............,....................2 0
5 .4 Construction Commencement....................................................................2 0
5 .5 Nork Progres s............................................................................................2 0
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 1
5.8 .3 ICIF Construction..............................................................................2 1
5.9 Transmission Provider 's Interconnection Facilities
Construction..........................................................................................................2 2
5 .10 Access Rights............................................................................................2 2
5.11 Lands of Other Property owners..........................................................22
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5.12 Permits........................................................................................................22
5.13 Early Construction of Base Case Facilities..................................23
5 .14 Suspension..................................................................................................2 3
5 .15 Taxes............................................................................................................2 3
5 .15 .1 Interconnection Customer 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..................................................28
5.16.10 Transmission Owners Who Are Not Transmission Providers 29
5 .16 Tax S tatus..................................................................................................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.................................................................3 0
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 1
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
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8 .2 Remote Terminal Unit..............................................................................3 3
B .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 Transmission Provider Obligations........................................,...........3 4
9.3 Interconnection Customer Obligations..............................................34
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 Governor s and Regulator s ..........................................................3 5
9 .6 Outages and Interruptions....................................................................3 6
9 .6 .1 Outages.................................................................................................3 6
9.6.1.1 Outage Authority and Coordination...............,........................36
9 .6 .1.2 Outage Schedules ..........................................................................3 6
9 .6 .1.3 Outage Res toration......................................................................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
iii
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.............................................................................................45
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 Default........................................................................................................4 6
17 .1.1 General ..............................................................................................4 6
17 .1.2 Right to Terminate ........................................................................4 6
ARTICLE 18.INDEMNITY CONSEQUENTIAL 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 As s ignment..................................................................................................5 0
ARTICLE 2 0 .SEVERABILITY ...................................................................................5 0
20 .1 Severability..............................................................................................5 0
ARTICLE 21.COMPARABILITY .................................................................................5 0
21 .1 Comparability............................................................................................5 0
ARTICLE 22.CONFIDENTIALITY.............................................................................50
22 .1 Confidentiality........................................................................................5 0
22 .1,1 Term ....................................................................................................5 1
22 .1 .2 Scope ..................................................................................................5 1
22 .1.3 Release of Confidential Information ......................................5 1
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 ..............................................5 3
ARTICLE 23.ENVIRONMENTAL RELEASES...............................................................5 4
ARTICLE 24 .INFORMATION REQUIREMENTS...........................................................5 4
2 4 .1 Inf ormation 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 .....................................5 5
2 5 .1 Information Acces s..................................................................................5 5
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 26.SUBCONTRACTORS...............................................................................57
26.1 General........................................................................................................5 7
v
2 6 .2 Responsibility of Principal................................................................5 7
2 6 .3 No Limitation by Insurance..................................................................5 7
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 Waiver of Jury Trial..............................................................................5 8
ARTICLE 28.REPRESENTATIONS,WARRANTIES AND COVENANTs.........................58
28.1 General........................................................................................................58
28 .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 COlŒITTEE .........................................................5 9
29.1 Joint operating Committee....................................................................59
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 1
30 .5 No Third Party Beneficiaries..............................................................6 1
30 .6 Waiver..........................................................................................................6 1
30 .7 Headings......................................................................................................6 1
30 .8 Multiple Counterparts............................................................................6 1
30 .9 Amendment....................................................................................................6 1
30.10 Modification by the Parties................................................................6 I
30 .11 No Partnership..........................................................................................6 2
Appendix A -Interconnection Facilities ,Network Upgrades ,and
Distribution Upgrades
Appendix B -Milestones
Appendix C -Interconnection Details
Appendix D -security Arrangements Details
Appendix E -Commercial Operation Date
Appendix F -Addresses for Delivery of Notices and Billings
Appendix G -Interconnection Requirements £or 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
EACILITY ("Agreement"or "QFLGIA")is made and entered into this AfB"day of20l),by and between Boswell Wind Project II,LLC (Q409B),a Limited
Liabil ty Company organized and existing under the laws of the State of Delaware
("Interconnection Customer"),and PacifiCorp,an Oregon corporation organized and
existing under the laws of the State of Oregon ("Transmission Pro':ider"and/or
"Transmission Owner").Interconnection Customer and Transmission Protrider each may
be referred to singly as a "Part "or collecti-ely as the "Parties."
RECITALS
WHEREAS,Transmission Provider operates the Transmission System;and
WHEREAS,Interconnection Customer intends to own,lease and/or control and
operate the Generating Facility identified as a Large Generating Facility inAppendixCtothisAgreement;and,
WHEREAS,Interconnection Customer has initiated the certification process for
the Generating Facility as a qualifying cogeneration facilit or qualifying small
power production facilit ("Qualifying Facility"or "QF")within the meaning of
sections 201 and 210 of the Public Utilit Regulatory Policies Act of 1978 (PURPA),
16 U.S.C.796 and 824a-3;and
WHEREAS,Interconnection Customer has initiated negotiation of a power
purchase agreement ("PPA")with PacifiCorp;and
WHEREAS,Interconnection Customer and Transmission Provider ha"e agreed to
enter into this Agreement for the sole purpose of interconnecting its Generating
Facility with the Transmission System;
WHEREAß,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 covenants
contained herein,it is agreed:
ARTICLE 1.DEFINITIONS
When used in this Agreement,terms with initial capitalization shall ha-e the
meanings specified in this Article 1.Terms with initial capitalization that are
not defined in this Article 1 shall ha"e the meanings specified in the Article in
which they are used.
Adverse System Impact shall mean the negative effects due to technical oroperationallimitsonconductorsorequipmentbeingexceededthatmaycompromise
the safety and reliability of the electric system.
QFLGIA
Revised 12/26/2013 8
Affected System shall mean an electric system other than the Transmission
Provider's Transmission System that may be affected by the proposed
interconnection.
Affected system operator shall mean the entity that operates an Affected
System.
Affiliate shall mean,with respect to a corporation,partnership or otherentity,each such other corporation,partnership or other entity that direct1 orindirectly,through one or more intermediaries,controls,is controlled by,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 administratio-e orders,permits and other duly
authorized actions of any Go-ernmental Authority.
Applicable Reliability Council shall mean the reliability council applicable
to the Transmission System to which the Generating Facility is directly
interconnected.
Applicable Reliability Standards shall mean the requirements and guidelines
of NERC,the Applicable Reliability Council,and the Control Area of the
Transmission System to which the Generating Facility is directl;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 Nonday through Friday,excluding Federal Holida s.
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 seriall ,for the purpose of conducting the
Interconnection S stem Impact Study.
QFLGIA
Revised 12/26/2013 9
Commercial Operation 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 Generating
Facility commences Commercial Operation as agreed to by the Parties pursuant to the
PPA between the Parties.
Confidential Information shall mean any confidential,proprietary or trade
secret information of a plan,specification,pattern,procedure,design,device,
list,concept,policy or compilation relating to the present or planned business of
a Party,which is designated as confidential by the Party supplying the
information,whether con-eyed orally,electronically,in writing,through
inspection,or otherwise.
Control Area shall mean an electrical s stem or systems bounded by
interconnection metering and telemetry,capable of controlling generation to
maintain its interchange schedule vith other Control Areas and contributing to
frequency regulation of the interconnection.A Control Area must be certified by
the Applicable Reliability Council.
Default shall mean the failure of a Breaching Party to cure its Breach in
accordance with Article 17 of this Agreement.
Dispute Resolution shall mean the procedure for resolution of a dispute
between the Parties in which they will first attempt to resol-e 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 the
judgment of the Party making the claim is imminently likely to endanger life orproperty;or (2)that,in the case of a Transmission Pro-ider,is imminently likely
(as determined in a non-discriminatory manner)to cause a material adverse effect
on the security of,or damage to Transmission Provider's Transmission System,
Transmission Provider's Interconnection Facilities or the electric systems of
others to which the Transmission Pro-ider's Transmission System is directly
connected;or (3)that,in the case of Interconnection Customer,is imminently
likely (as determined in a non-discriminatory manner)to cause a material ad"erse
effect on the security of,or damage to,the Generating Facility or Interconnection
Customer's Interconnection Facilities.System restoration and black start shall be
considered Emergency Conditions;provided,that Interconnection Customer is not
obligated by this Agreement to possess black start capability.
Environmental Law shall mean Applicable Laws or Regulations relating to
pollution or protection of the en-ironment or natural resources.
Force Majeure shall mean any act of God,labor disturbance,act of the public
enemy,war,insurrection,riot,fire,storm or flood,explosion,breakage or
accident to machinery or equipment,any order,regulation or restriction imposed bygo"ernmental,military or lawfully established ci-ilian authorities,or any other
QFLGIA
Revised 12/26/2013 10
caused beyond a Party's control.A Force Majeure event does not include acts ofnegligenceorintentionalwrongdoingbythePartyclaimingForceMajeure.
Generating Facility shall mean Interconnection Customer's device or devices
for the production of electricity identified in the Interconnection Request,but
shall not include the Interconnection Customer's Interconnection Facilities.
Generating Facility Capacity shall mean the net capacit of the GeneratingFacilityandtheaggregatenetcapacityoftheGeneratingFacilitywhereit
includes multiple energy production de"ices.
Good Utility Practice shall mean any of the practices,methoòs and acts
engaged in or appro-ed by a significant portion of the electric industry during the
rele ant 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 Utility 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 an federal,state,local or othergo-eramental regulatory or administrative agency,court,commission,department,
board,or other go-ernmental subdivision,legislature,rulemaking board,tribunalt
or other governmental authority ha-ing jurisdiction o-er the Parties,theirrespectivefacilities,or the respective services they provide,and exercising or
entitled to exercise any administrative,executive,police,or taxing authorit or
power;provided,howe"er,that such term does not include Interconnection Customer,
Transmission Provider,or any Affiliate thereof.
Hazardous Substances shall mean any chemicals,materials or substances
defined as or included in the definition of "hazardous substances,""hazardous
wastes,""hazardous materials,""ha2ardous constituents,""restricted hazardous
materials,""extremely hazardous substances,""toxic substances,""radioacti-esubstances,""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 GeneratingFacilityisinitiallysynchronizedanduponwhichTrialOperationbegins.
In-Service Data shall mean the date upon which the Interconnection CustomerreasonablyexpectsitwillbereadytobeginuseoftheTransmissionProvider'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 Ownership,including any modification,addition,or upgrades to such facilities and equipment
necessar to physically and electrically 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 Provider's
Interconnection Facilities and the Interconnection Customer's Interconnection
Facilities.Collecti-ely,Interconnection Facilities include all facilities andequipmentbetweentheGeneratingFacilityandthePointofInterconnectionrincludinganymodification,additions or upgrades that are necessary to physically
and electrically interconnect the Generating Facility to the Transmission
Pro"ider's Transmission S stem.Interconnection Facilities are sole use
facilities.
Interconnection Facilities Study shall mean a study conducted by the
Transmission Provider or a third party consultant for the Interconnection Customer
to determine a list of facilities (including Transmission Provider's
Interconnection Facilities and Network Upgrades as identifiEd in the
Interconnection System Impact Study),the cost of those facilities,and the timerequiredtointerconnecttheGeneratingFacilitwiththeTransmissionProvider's
Transmission S stem.The scope of the study is defined in Section 8 of the LGIP.
Interconnection Facilities Study Agreement shall mean the form of agreement
contained in Appendix 4 of the LGIP for conducting the Interconnection Facilities
Stud".
Interconnection Feasibility Study shall mean a preliminary e-aluation of the
system impact and cost of interconnecting the Generating Facility to the
Transmission Pro"ider's Transmission System,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 Feasibilit
Study.
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 S stem.
Interconnection Service shall mean the service provided by the TransmissionProviderassociatedwithinterconnectingtheInterconnectionCustomer's Generating
Facility to the Transmission Provider's Transmission System and enabling it to
receive electric energy and capacity from the Generating Facility at the Point of
Interconnection,pursuant to the terms of this Agreement.
Interconnection Study shall mean an;of the following studies:the
Înterconnection Feasibility Study,the Interconnection S stem Impact Study,and the
Interconnection Facilities Study described in the LGIP.
QFLGIA
Revised 12/26/2013 12
Interconnection System Impact Study shall mean an engineering study thate,aluates the impact of the proposed interconnection on the safety and reliability
of Transmission Pro-ider's Transmission System and,if applicable,an Affected
System.The stud shall identify and detail the system impacts that would result
if the Generating Facilit were interconnected without project modifications orsystemmodifications,focusing on the Ad"erse S stem Impacts identified in the
Interconnection Feasibilit Study,or to stud;potential impacts,including but not
limited to those identified in the Scoping Meeting as described in the LGIP
Standard Large Generator Interconnection Procedures.
Interconnection System Impact Study Agreement shall mean the form ofagreementcontainedinAppendix3oftheLGIPforconductingtheInterconnectionSystemImpactStud;.
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 Pro-ider to coordinate operating and
technical considerations of Interconnection Service.
Large Generating Facility shall mean a Generating Facility ha-ing aGeneratingFacilityCapacityofmorethan20l1W.
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,recoveries,costs and expenses,courtcosts,attorney fees,and all other obligations by or to third parties,arising out
of or resulting from the other Party's performance,or non-performance of itsobligationsunderthisAgreementonbehalfoftheindemnifyingParty,except in
cases of gross negligence or intentional wrongdoing by the indemnifying Part .
Material Modification shall mean those modifications that have a materialimpactonthecostortimingofanyInterconnectionRequest(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 nor limited to instrument transformers,IJWh-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 GeneratingFacilityanddeli~ered to the Point of Deliver;,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 be ond the point at
which the Interconnection Facilities connect to Transmission Provider's
Transmission System to accommodate the interconnection of the Generating Facilit
to Transmission Pro"ider's Transmission S stem.
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 sensitivity anal;sis based on
assumptions specified by the Interconnection Customer in the Optional
Interconnection Study Agreement.
Optional Interconnection Study Agreement shall mean the form of agreement
contained in Appendix 5 of the LGIP for conducting the Optional InterconnectionStudy.
Party shall mean Transmission Provider (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 System.
Power System Stabilizers 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 Pro ider and Interconnection Customer whereby the Interconnection
Customer owns and operates a Qualifying Facility and sells the Net Output of that
Qualifying Facilit to the Transmission Provider pursuant to the Public UtilityRegulatoryPoliciesActof1976(PURPA),16 U.S.C.796 and 824a-3.
OF shall mean Qualif ing Facility.
OFLGIA shall mean this Agreement.
Qualifying Facility (QF)shall mean a qualifying cogeneration facilit orqualifyingsmallpowerproductionfacilitywithinthemeaningofsections201and
210 of the Public Utility Regulatory Policies Act of 1978 (PURPA),16 U.S.C.796
and 824a-3.
QFLGIA
Revised 12/26/2013 14
Queue Position shall mean the order of a alid Interconnection Request
(submitted pursuant to the LGIP),relati-e to all other pending valid
Interconnection Requests,that is established based upon the date and time ofreceiptofthe,alid Interconnection Request b the Transmission Pro'¯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 equivalent 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 ofdiscussingalternativeinterconnectionoptions,to exchange information including
any transmission data and earlier stud e valuations that would be reasonablyexpectedtoimpactsuchinterconnectionoptions,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 exclusi-ity or other businessrelationshipbetweenInterconnectioncustomerandtheentitha-ing the right to
sell,lease or grant Interconnection Customer the right to possess or occupy a site
for such purpose.
Small Generating Facility shall mean a Generating Facilit that has a
Generating Facility Capacit of no more than 20 MW.
Stand Alone Network Upgrades shall mean Network Upgrades that an
Interconnection Customer may construct without affecting day-to-day operations of
the Transmission System during their construction.Both the Transmission Provider
and the Interconnection Customer must agree as to what constitutes Stand Alone
Network Upgrades and identify them in Appendix A to the Standard Large Generator
Interconnection Agreement
Standard Large Generator Interconnection Agreement (LGI.A)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 ofproducingpoweratInterconnectionCustomer's Generation Facility including the
electric power necessary for auxiliar equipment such as pumps,blowers,fans,fueltransportationsystems,and similar auxiliary systems that are a necessary andintegralpartofthepowerproductionprocess.
System Protection Facilities shall mean the equipment,including necessarprotectionsignalcommunicationsequipment,required to protect (1)the
Transmission Provider's Transmission S;stem from faults or other electrical
IQFLGIA
Revised 12/26/2013 15
disturbances occurring at the Generating Facility and (2)the Generating Facilit
from faults or other electrical system disturbances occurring on the Transmission
Pro"ider's Transmission System or on other deli-ery systems or other generating
s stems to which the Transmission Provider's Transmission System is directly
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 Providerts Interconnection Facilities shall mean all facilities
and equipment owned,controlled or operated b the Transmission Pro-ider from the
Point of Change of Ownership to the Foint 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 provide
transmission service.
Trial Operation shall mean the period during which Interconnection Customer
is engaged in on-site test operations and commissioning of the Generating FacilitpriortoCo:mmercial Operation.
Variable Energy Resource shall mean a device for the production of
electricity that is characterized by an energy source that:(1)is renewable;(2)
cannot be stored by the facility owner or operator;and (3)has -ariability that isbeyondthecontrolofthefacilityowneroroperator.
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)years from the
Effecti"e Date and shall be automaticall,renewed for each successive one-
Tear period thereafter.
2.3 Change in Qualifying Facilities Status.Interconnection Customer hasrepresentedthattheGeneratingFacilityisaQualifyingFacility.As aQualifyingFacilitysellingitselectricoutputonlytoTransmission
Provider,the Wyoming Public Ser','ice Commission has regulatory authority o"er
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 portion of the output of the Qualifying Facilit is to be sold to apartyotherthanTransmissionPro-ider,regulatory authorit for this
interconnection will fall under the jurisdiction of the Federal Energ;
QFLGIA
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 party,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 Regulation:applicable to
such termination.
2.4.1 The Interconnection Customer may terminate this Agreement at any timebygivingtheTransmissionProviderninety(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 provisions of this article shall survi"e termination or expiration
of this Agreement.
2.5 Termination Costs.If a Party elects to terminate this Agreement pursuant to
Article 2.4 dba"e,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 other
Party,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 QFLGIA.In the event of termination by a Party,the Parties shall usecommerciallyReasonableEffortstomitigatethecosts,damages and charges
arising as a consequence of termination.Upon termination of this QFLGIA:
2.5.1 With respect to any portion of Transmission Pro"ider's Interconnection
Facilities that have not yet 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;provided that in the event
Interconnection Customer elects not to authorize such cancellation,
Interconnection Customer shall assume all payment obligations with
respect to such materials,equipment,and contracts,and Transmission
Provider shall 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 an
or all such costs of materials or equipment not taken by
Interconnection Customer,Transmission Provider shall promptl refund
such amounts to Interconnection Customer,less any costs,includingpenaltiesincurredbyTransmissionProidertocancelanpending
orders of or return such materials,equipment,or contracts.
QFLGIA
Revised 12/26/2013 17
If an Interconnection Customer terminates this QFLGIA,it shall beresponsibleforallcostsincurredbTransmissionPro-ider in
association with that Interconnection Customer's interconnection,including any cancellation costs relating to orders or contracts for
Interconnection Facilities and equipment,and other expenses including
any Network Upgrades for which Transmission Provider has incurred
expenses and has not been reimbursed by Interconnection Customer.
2.5.2 Transmission Pro¯ider may,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 Pro"ider
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 allappropriatestepstodisconnecttheGeneratingFacilityfromtheTransmission
System.All costs required to effectuate such disconnection shall be bornebytheterminatingPartirunlesssuchterminationresultedfromthenon-terminating Party's Default of this QFLGIA or such non-terminating Party
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 indemnificationobligationsarisingfromactsore-ents that occurred while this QFLGIA was
in effect;and to permit each Party to ha-e access to the lands of the other
Party pursuant to this QFLGIA or other applicable agreements,to disconnect,
remove or salvage its own facilities and equipment.
ARTICLE 3.REGUIATORY FILINGS
3.1 Filing.Transmission Provider shall file this QFLGIA (and any emendment
hereto)with the appropriate Governmental Authority,if required.If
Interconnection Customer has executed this QFLGIA,or any amendment thereto,
Interconnection Customer shall reasonably cooperate with Transmission
Pro--ider with respect to such filing and to provide any informationreasonablyrequestedbyTransmissionProviderneededtocomplywithapplicableregulatoryrequirements.
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 provision
IQFLGIA
Revised 12/26/2013 1B
of,any transmission deli"ery ser«ice under Transmission Provider's DATT,and
does not con ey any right to deli-er electricity to any specific customer or
Point of Deli:ery.At the time the request for transmission delivery service
from the Generating Facility is made by the purchaser of the output from theGeneratingFacility,the Transmission Provider will separately studydeli-erability in accordance with Transmission Provider's OATT.With regard
to the purchase of output,the execution of the QFLGIA does not constitute an
agreement to purchase the Net Output or any portion of the output of theGeneratingFacility.
4.2 Performance Standards.Each Party shall perform all of its obligations under
this OFLGIA in accordance with Applicable Laws and Regulations,Applicable
Reliability 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 GFLGIA
for its compliance therewith.
ARTICLE 5.INTERCONNECTION FACILITIES ENGINEERING,PROCUREMENT,AND CONSTRUCTION
5.1 Transmission Provider's Interconnection Facilities and Network Upgrades.
Transmission Provider shall design,procure,and construct TransmissionProvider's Interconnection Facilities and Network Upgrades.Interconnection
Customer shall select the In-Service 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,Nilestones.Transmission Provider shall use Reasonable
Efforts to Complete Transmission Pro¯·ider's Interconnection Facilities and
Network Upgrades by the dates set forth in Appendix B,Milestones.
Transmission Pro7ider shall not be required to undertake any action which is
inconsistent with its standard safety practices,its material and equipmentspecifications,its design criteria and construction procedures,its labor
agreements,and Applicable Laws and Regulations.In the event Transmission
Provider reasonably expects that it will not be able to complete Transmission
Pro-ider's Interconnection Facilities and Network Upgrades by the specified
dates,Transmission Provider shall promptly provide written notice to
Interconnection Customer and shall undertake Reasonable Efforts to meet the
earliest dates thereafter.
5.2 Power System Stabilisers.Interconnection Customer shall procure,install,
maintain and operate Power System Stabilizers in accordance with theguidelinesandproceduresestablishedbytheApplicableReliability Council.
Transmission Provider reserves the right to reasonab1 establish minimum
acceptable settings for any installed Power System Stabilizers,subject to
the design and operating limitations of the Generating Facility.If the
Generating Facilit 's Power System Stabilizers are remo-.-ed from service or
not capable of automatic operation,Interconnection Customer shallimmediatelynotifytheTransmissionProvider's system operator,or its
designated representative.The requirements of this paragraph shall notapplytowindgenerators.
QFLGIA
Revised 12/26/2013 19
5.3 Equipment Procurement.Transmission Pro-ider shall commence design of
Transmission Pro-ider's Interconnection Facilities or Network Upgrades and
procure necessary equipment as soon as practicable after all of the following
conditions are satisfied,unless the Parties otherwise agree in writing:
5.3.1 Transmission Pro 'ider has completed the Facilities Study pursuant to
the Facilities Study Agreement;
5.3.2 Transmission Pro ider 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 pro'ided security to Transmission
Pro71der in accordance with Article 11.5 by the dates specified inAppendixB,Milestones.
5.4 Construction Commencement.Transmission Provider shall commence construction
of Transmission Provider's Interconnection Facilities and Network Upgrades as
soon as practicable after the following additional conditions are satisfied:
5.4.1 Approval of the appropriate Go ernmental Authority has been obtained
for any facilities requiring regulatory approval;
5.4.2 Necessary real property rights and rights-of-way have been obtained,
to the extent required for the construction of a discrete aspect of
Transmission Pro-ider's Interconnection Facilities and NetworkUpgrades;
5.4.3 Transmission Provider has received written authorization to proceed
with construction from Interconnection Customer b the date specified
in Appendix B,iiilestones;and
5.4.4 Interconnection Customer has provided security to TransmissionProviderinaccordancewithArticle11.5 by the dates specified inAppendixB,Milestones.
5.5 work Progress.The Parties will keep each other advised periodically as to
the progress of their respecti-e 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-Ser-ice 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 andcompatibilityoftheParties'Interconnection Facilities and compatibility of
Interconnection Facilities with Transmission Provider's Transmission System,
and shall work diligently and in good faith to make any necessary designchanges.
QFLGlA
Revised 12/26/2013 20
5.7 Limited Operation.If an·of Transmission Provider'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 timel;basis to
determine the extent to which the Generating Facility and Interconnection
Customer Interconnection Facilities may operate prior to the completion of
Transmission Provider's Interconnection Facilities or Network Upgrades
consistent with Applicable Laws and Regulations,Applicable Reliability
Standards,Good Utility Practice,and this QFLGIA.Transmission Provider
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
Pro-ider at least one hundred eight (180)Calendar Days prior to
the Initial Synchronization Date;and final specifications for
review and comment at least ninety (90}Calendar Days prior to
the Initial Synchronization Date.Transmission Provider shall
review such specifications to ensure that the ICIF are compatible
with the technical specifications,operational control,andsafetyrequirementsofTransmissionProviderandcommenton suchspecificationswithinthirty(30)Calendar Days of
Interconnection Customer's submission.All specificationsprovidedhereundershallbedeemedconfidential.
5.8.2 Transmission Provider's Review.Transmission Pro--ider's re"iew
of Interconnection Customer's final specifications shall not be
construed as confirming,endorsing,or providing a warranty as to
the design,fitness,safety,durabilit or reliability of theGeneratingFacility,or the ICIF.Interconnection Customer shall
make such changes to the ICIF as ma reasonably be required by
Transmission Provider,in accordance with Good Utility Practice,
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 mutually acceptable deadline,
Interconnection Customer shall deliver to Transmission Pro:ider
"as-built"drawings,information and documents for the ICIF,such
as:a one-line diagram,a site plan showing the Generating
Facility and the ICIF,plan and elevation drawings showing thelayoutoftheICIF,a relay functional diagram,relaying ¯C and
DC schematic wiring diagrams and relay settings for all
QFLG|lA
Revised 12/26/2013 21
facilities associated with Interconnection Customer's step-up
transformers,the facilities connecting the Generating Facilit
to the step-up transformers and the ICIF,and the impedances
(determined by factory tests)for the associated step-up
transformers and the Generating Facility.Interconnection
Customer shall provide Transmission Provider specifications for
the excitation system,automatic voltage regulator,GeneratingFacilitycontrolandprotectionsettings,transformer tapsettings,and communications.
5.9 Transmission Provider's Interconnection Facilities Construction.TransmissionPro-iderle Interconnection Facilities shall be designed and constructed in
accordance with Good Utility Practice.Upon request,within one hundred
twenty (120)Calendar Days after the Commercial Operation Date,unless the
Parties agree on another mutuall acceptable deadline,Transmission Pro-ider
shall deliver to Interconnection Customer the "as-built"drawings,
information and documents for Transmission Prosider's Interconnection
Facilities as may be required.
5.10 Access Rights.Upon reasonable notice and supervision by a Party,andsubjecttoanyrequiredornecessaryregulatoryappro-als,a Party ("GrantingParty")shall furnish at no cost to the other Party ("Access Party")anyrightsofuse,licenses,rights of wa and easements with respect to lands
owned or controlled by the Granting Party,agents (if allowed under the
applicable agency agreement),or any Affiliate,that are necessary to enable
the Access Part 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 Transadssion System;and (iii)
disconnect or remove the Access Partyrs 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 ad-ance,as may be changed from
time to time,b the Granting Party and provided to the Access Party.
5.11 Lands of Other Property Owners.If an part of the Transmission Pro-ider'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 Ooner,
Transmission Provider or Transmission Owner shall at Interconnection
Customer's expense use efforts,similar in nature and extent to those that ittypicallyundertakesonitsownbehalf,or on behalf of its Affiliates,including use of its eminent domain authority,and to the extent consistent
with state law,to procure from such persons any rights of use,licenses,rights of way and easements that are necessary to construct,operate,maintain,test,inspect,replace or remove Transmission Provider or
Transmission Owner's Interconnection Facilities and/or Network Upgrades upon
such property.
5.12 Permits.Transmission Pro·-ider or Transmission Ouner and Interconnection
Customer each shall be responsible to obtain all permits,licenses and
QFLGIA
Revised 12/26/2013 22
authorizations that are necessar;to accomplish their respective
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 inobtainingansuchpermits,licenses and authorizations.
5.13 Early Construction of Base Case Facilities.Interconnection Customer mayrequestTransmissionProidertoconstruct,and Transmission Provider shallconstruct,using Reasonable Efforts to accommodate Interconnection customer's
In-Ser"ice Date,all or an·portion of any Network Upgrades required for
Interconnection Customer to be interconnected to the Transmission System
which are included in the Base Case of the Facilities Study for
Interconnection Customer,and which also are required to be constructed for
another Interconnection Customer,but where such construction is not
scheduled to be completed in time to achie-e Interconnection Customer's In-
Ser"ice Date.
5.14 Suspension.Interconnection Customer reserves the right,upon written notice
to Transmission Pro-.-ider,to suspend at any time all work b Transmission
Pro-ider associated with the construction and installation of Transmission
Pro-:ider'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 TransmissionPro¯-ider'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 safety of
persons and property and the integrity of the Transmission System during suchsuspensionand,if applicable,an;costs incurred in connection with the
cancellation or suspension of material,equipment and labor contracts which
Transmission Pro-ider cannot reasonably a-oid;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 Pro,ider shall invoice Interconnection Customer for such costspursuanttoArticle12andshalluseduediligencetominimizeitscosts.In
the event Interconnection customer suspends work by Transmission ProviderrequiredunderthisQFLGIApursuanttothisArticle5.14,and has not
requested Transmission Pro-ider to recommence the work required under this
QFLGIA on or before the expiration of three (3)years following commencement
of such suspension,this QFLGIA shall be deemed terminated.The three-yearperiodshallbeginonthedatethesuspensionisrequested,or the date of
the written notice to Transmission Pro-ider,if no effective date isspecified.
5.15 Taxes.
5.15.1 Interconnection customer Paymants Not Taxable.The Parties
intend that all pa ments or property transfers made by
QFLGlA
Revised 12/26/2013 23
Interconnection Customer to Transmission Pro-ider for the
installation of Transmission Pro-ider's Interconnection
Facilities and the Network Upgrades shall be non-taxable,either
as contributions to capital,or as an ad-ance,in accordance with
the Internal Revenue Code and any applicable state income tax
laws and shall noL be taxable as contributions in aid of
construction or otherwise under the Internal Re"enue Code and anyapplicablestateincometaxlaws.
5.15.2 Representations and Covenants.In accordance with IRS Notice
2001-82 and IRS Notice 88-129,Interconnection Customer
represents and co"enants that (i)ownership of the electricitygeneratedattheGeneratingFacilitwillpasstoanotherpartypriortothetransmissionoftheelectricit"on Transmission
System,(ii)for income tax purposes,the amount of any payments
and the cost of any propert transferred to Transmission Provider
for Transmission Provider's Interconnection Facilities will becapitalizedbyInterconnectioncustomerasanintangibleasset
and reco"ered using the straight-line method over a useful life
of twenty (20)years,and (iii)any portion of Transmission
Pro-ider's Interconnection Facilities that is a "dual-use
intertie,"within the meaning of IRS Notice 88-129,is reasonablyexpectedtocarryonlyadeudnimisamountofelectricityinthe
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 comenants
that the cost of Transmission Provider's Interconnection
Facilities paid for by Interconnection Customer will have no net
effect on the base upon which rates are determined.
5.15.3 Indemnification for the Cost Consequences of Current Tax
Liability,Imposed Upon Transmission Provider.Notwithstanding
Article 5.15.1,Interconnection customer shall protect,indemnify
and hold harmless Transmission Pro-ider from the cost
consequences of an 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 Pro-ider shall not include a gross-up for income the
cost consequences of any current tax liabilit in the amounts it
QFLGlA
Revised 12/26/2013 24
charges Interconnection Customer under this QFLGIA unless (i)
Transmission Provider has determined,in good faith,that the
payments or property transfers made b 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 totaxation;pro-ided,howe-er,that Transmission Pro-ider may
require Interconnection Customer to provide security for
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 recei ing written
notification from Transmission Pro-ider of the amount due,including detail about how the amount was calculated.
In the event 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 topro-ide security,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 the
applicable statute of limitation,as it may be extended b theTransmissionPro"ider upon request of the IRS,to keep these
years open for audit or adjustment,or (2)the occurrence of asubsequenttaxableeventandthepaymentofanyrelated
indemnification obligations as contemplated by this Article 5.15.
5.15.4 Tax Gross-Up Amount.Interconnection Customer's liability for
the cost consequences of any current tax liability 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 Pro ider ("Current Taxes")on the excess
of (a)the gross income realized by Transmission Provider as a
result of payments or property transfers made by Interconnection
Customer to Transmission Provider under this 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 Provider to receive and retain,after the
QFLGIA
Revised 12/26/2013 25
pa ment 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 discounting Transmission Providerts anticipated
tax depreciation deductions as a result of such payments orpropertytransfersbyTransmissionPro-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 Tax
Depreciation))/(1-Current Tax Rate).
5.15.5 Private Letter Ruling or Change or Clarification of Law.At
Interconnection Customer's request and expense,Transmission
Provider shall file with the IRS a request for a pri-ate letterrulingastowhetheranypropertytransferredorsumspaid,or to
be paid,by 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 Pro-ider 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 pri-ate letterrulingandshallexecuteeitherapri--acy act waiver or a limited
power of attorney,in a form acceptable to the IRS,that
authorizes Interconnection Customer to participate in all
discussions with the IRS regarding such request for a private
letter ruling.Transmission Provider shall allow Interconnection
Customer to attend all meetings with IRS officials about the
request and shall permit Interconnection Customer to prepare the
initial drafts of any follow-up letters in connection with the
request.
5.15.6 Subsequent Taxable Events.If,within 10 years from the date on
which the relevant Transmission Pro"ider Interconnection
Facilities are placed in service,(i)Interconnection Customer
Breaches the covenant 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 Provider
retains ownership of Interconnection Facilities and Network
Upgrades,Interconnection Customer shall pay a tax gross-up for
the cost consequences of an 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 90-0.
5.15.7 Contests.In the event any Governmental Authority determines
that Transmission Provider's receipt of payments or property
constitutes income that is subject to taxation,Transmission
Provider shall notify Interconnection Customer,in writing,
within thirty (30)Calendar Days of recei -ing notification of
such determination by a Governmental Authority.Upon the timely
written request by Interconnection Customer and at
Interconnection Customer's sole expense,Transmission Pro·ider
may appeal,protest,seek abatement of,or otherwise oppose such
determination.Upon Interconnection Customer's written request
and sole expense,Transmission Provider may file a claim for
refund with respect to any taxes paid under this Article 5.15,
whether or not it has received such a determination.
Transmission Provider reserves the right to make all decisions
with regard to the prosecution of such appeal,protest,abatement
or other contest,including the selection of counsel andcompromiseorsettlementoftheclaim,but Transmission Pro-rider
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 Customerrepresentativetoattendcontestproceedings.
Interconnection Customer shall pay to Transmission Provider on aperiodicbasis,as invoiced by Transmission Provider,
Transmission Provider's documented reasonable costs ofprosecutingsuchappeal,protest,abatement or other contest.At
an;time during the contest,Transmission Provider may agree to a
settlement either with Interconnection Customer's consent or
after obtaining written advice from nationally-recognized tax
counsel,selected by Transmission Provider,but reasonabl;acceptable to Interconnection Customer,that the proposed
settlement represents a reasonable settlement gi-en 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 frornationally-recognized tax counsel selected under the terms of theprecedingsentence.Any settlement without Interconnection
Customer's consent or such written advice will relieve
Interconnection Customer from any obligation to indemnify
Transmission Provider for the tax at issue in the contest.
5.15.8 Refund.In the event that (a)a private letter ruling is issued
to Transmission Provider which holds that any amount paid or the
"alue of any property transferred by Interconnection Customer to
Transmission Provider under the terms of this QFLGIA is notsubjecttofederalincometaxation,(b)an;legislative change or
administrative announcement,notice,ruling or other
determination makes it reasonably clear to Transmission Provider
QFLGlA
Revised 12/26/2013 27
in good faith that any amount paid or the -alue of any property
transferred by Interconnection Customer to Transmission 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 byInterconnectionCustomertoTransmissionProviderarenotsubject
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 QFLGIA,Transmission Pro"ider shall promptly refund to
Interconnection Customer the following:
(i)any palment made by Interconnection Customer under this
Article 5.15 for taxes that is attributable to the amount
determined to be non-taxable,together with interest
thereon,
(ii)on any amounts paid b:Interconnection Customer to
Transmission Provider for such taxes which Transmission
Provider did not submit to the taxing authority,calculated
in accordance with the methodology set forth in FERC'sregulationsat18CFR§35.19a(a)(2)(ii)from the date
payment was made by Interconnection Customer to the date
Transmission Pro"ider refunds such payment to
Interconnection Customer,and
(iii)with respect to any such taxes paid by Transmission
Provider,an refund or credit Transmission Pro--ider
recei"es or to which it may be entitled from any
Go-ernmental Authority,interest (or that portion thereof
attributable to the payment described in clause (i),above)
owed to Transmission Provider for such o-erpayment of taxes(including any reduction in interest otherwise payable by
Transmission Pro-ider to any Go-ernmental Authorityresultingfromanoffsetorcredit);provided,howe-er,
that Transmission Provider will remit such amount promptly
to Interconnection Customer on1;after and to the extent
that Transmission Provider has recei,ed a tax refund,
credit or offset from any Governmental Authority for anyapplicableoverpaymentofincometaxrelatedto
Transmission Provider's Interconnection Facilities.
The intent of this provision is to lea7e both parties,to the
extent practicable,in the event that no taxes are due with
respect to any payment for Interconnection Facilities and Network
upgrades hereunder,in the same position they would have been in
had no such tax payments been made.
5.15.9 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
Pro-ider for which Interconnection customer may be required to
reimburse Transmission Pro-ider under the terms of this GFLGIA.
Interconnection Customer shall pay to Transmission Pro-ider on aperiodicbasis,as invoiced by Transmission Pro,ider,
Transmission Pro¯-ider's documented reasonable costs ofprosecutingsuchappeal,protest,abatement,or other contest and
Transmission Pro ider shall cooperate in good faith with respect
to any such contest.Unless the payment of such taxes is aprerequisitetoanappealorabatementorcannotbedeferred,no
amount shall be payable by Interconnection Customer to
Transmission Provider for such taxes until they are assessed by a
final,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 delay 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 effecti-e until such Transmission Owner
shall have agreed in writing to assume all of the duties andobligationsofTransmissionProviderunderthisArticle5.15 of
this GFLGIA.
5.16 Tax Status.Each Part;shall cooperate with the other to maintain the other
Party's tax status.Nothing in this QFLGIA is intended to adversely affect
any Transmission Pro-ider'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 thatreasonablymaybeexpectedtoaffecttheotherParty'sfacilities,that Party shall pro"ide to the other Party
sufficient information regarding such modification so that the
other Party may e 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 toperformsuchworkshallproidetherelevantdrawings,plans,andspecificationstotheotherPartyatleastninety(90)Calendar
Da s in advance of the commencement of the work or such shorterperioduponwhichthePartiesmayagree,which agreement shall
not unreasonably be withheld,conditioned or dela ed.
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 Provider shall pro,ide,within thirty (30)Calendar
Days (or such other time as the Parties may agree),an estimate
of any additional modifications to the Transmission System,
Transmission Provider's Interconnection Facilities or Network
Upgrades necessitated by such Interconnection Customer
modification and a good faith estimate of the costs thereof.
5.17.2 Standards.Any additions,modifications,or replacements made to
a Part '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 bedirectlyassignedforthecostsofanyadditions,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 Pro-ider's Interconnection Facilities or the
Transmission S stem,or to provide transmission service to a
third party under Transmission Provider's Tariff.
Interconnection Customer shall be responsible for the costs of
an additions,modifications,or replacements to Interconnection
Customer Interconnection Facilities that may be necessary to
maintain or upgrade such Interconnection Customer Interconnection
Facilities consistent with Applicable Laws and Regulations,Applicable Reliability Standards or Good Utility Practice.
ARTICIÆ 6.TESTING AND INSPECTION
6.1 Pre-Commercial Operation Date Testing and Modifications.Prior to the
Commercial Operation Date,Transmission Pro-ider shall test Transmission
Procider's Interconnection Facilities and Network Upgrades and
Interconnection Customer shall test the Generating Facility and
Interconnection Customer 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 Party shallperformroutineinspectionandtestingofitsfacilitiesandequipmentin
accordance with Good Utilit Practice as may be necessary to ensure the
continued interconnection of the Generating Facility with the Transmission
System in a safe and reliable manner.Each Party shall have the right,upon
advance written notice,to require reasonable additional testing of the other
Party's facilities as may be in accordance with Good Utility Practice.
Interconnection Customer shall bear the cost of all testing and modificationsrequiredunderthisArticle6.2.
QFLGIA
Revised 12/26/2013 30
6.3 Right to Observe Testing.Each Party shall notify 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 have the right,but shall have noobligationto:(i)obser-e 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)re-riew the settings of the other Part 'sSystemProtectionFacilitiesandotherprotecti-e equipment;and (iii)re--iew
the other Party's maintenance records relative to the InterconnectionFacilities,the System Protection Facilities and other protective equipment.
A Party may exercise these rights from time to time as it deems necessary
upon reasonable notice to the other Party.The exercise or non-exercise by a
Party of any such rights shall not be construed as an endorsement or
confirmation of any element or condition of the Interconnection Facilities or
the System Protection Facilities or the Power System Stabilizers or otherprotecti¯e equipment or the operation thereof,or as a warranty as to the
fitness,safety,desirability,or reliability of same.Any information that
a Party obtains through the exercise of any of its rights under this Article
G.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 Reliability 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 Facilit;shall be measured at or,at TransmissionProvider's option,compensated to,the Point of Interconnection.
Transmission Provider 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 Netering Equipment at such
locations as necessary to meter the quantities of Station Power delivered to
and used by the Generating Facility.The intent of such Metering 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
Provider shall install the Netering Equipment required b 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 Pro-:ider shall own,operate,
test and maintain such Station Power Detering Equipment.Interconnection
Customer shall bear all reasonable docemented costs associated with the
purchase,installation,operation,testing and maintenance of the Metering
Equipment required by this Article 7.2.
IQFLGIA
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 ofInterconnection,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 QFLGIA,except
as provided 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 beperformedentirelybyInterconnectionCustomerinaccordancewithGoodUtilityPractice.
7.4 Standards.Transmission Provider shall install,calibrate,and test revenuequalityMeteringEquipmentinaccordancewithapplicableAmericanNational
Standards Institute ("ANSI")standards.
7.5 Testing of Metering Eqpipment.Transmission Provider shall,at
Interconnection Customer's expense,inspect and test all Transmission
Pro-:ider-owned Metering Equipment upon installation and at least once e-ery
two (2)ears 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 Provider shall gire reasonable notice of the time when anyinspectionortestshalltakeplace,and Interconnection Customer may haverepresentati-es present at the test or inspection.If at any time MeteringEquipmentisfoundtobeinaccurateordefective,it shall be adjusted,repaired or replaced at Interconnection Customer's expense,in order topro--ide accurate metering,unless the inaccuracy or defect is due to
Transmission Pro ider's failure to maintain,then Transmission Provider shall
pay.If Metering Equipment fails to register,or if the measurement made byDeteringEquipmentduringatestvariesbymorethantwopercentfromthe
measurement made by the standard meter used in the test,Transmission
Provider 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 by Transmission Provider
and one or more locations designated by Interconnection Customer.Such
telemetered data shall be used,under normal operating conditions,as the
official measurement of the amount of energy deli'ered from the GeneratingFacilitytothePointofInterconnection.
ARTICIÆ 8 .COMMUNICATIONS
8.1 Interconnection Customer Obligations.Interconnection Customer shall maintainsatisfactoryoperatingcommunicationswithTransmissionProvider's
Transmission System dispatcher or representative designated b Transmission
QFLGIA
Revised 12/26/2013 32
Pro¯'ider.Interconnection Customer shall provide standard -oice line,
dedicated -oice line and facsimile communications at its Generating Facilit
control room or central dispatch facility through use of either the publictelephonesystem,or a "oice communications system that does not rel on thepublictelephonesystem.Interconnection customer shall also pro-ide the
dedicated data circuit(s)necessary to pro-ide Interconnection Customer data
to Transmission Provider 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 events: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 andequipmentrequiredbythisArticleBincludingthecostofanygroundpotentialriseorothercommunication-related study or testing required b;a
telecommunication pro-ider or required b;Good Utility Practice.
8.2 Remote Terminal Unit.Prior to the Initial Synchronization Date of the
Generating Facility,a Remote Terminal Unit,or equivalent data collection
and transfer equipment acceptable to the Parties,shall be installed by
Interconnection Customer,or by Transmission Pro-ider at Interconnection
Customer's expense,to gather accumulated and instantaneous data to be
telemetered to the location(s)designated by Transmission Pro"ider 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 reacti¯e power flow information must be telemetered direct1 to thelocation(s)specified by Transmission Pro"ider.
Each Part will promptly advise the other Party if it detects or otherwise
learns of any metering,telemetry or communications equipment errors or
malfunctions that require the attention and/or correction by the other Party.
The Party owning such equipment shall,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 property of the Party providing such equipment regardless
of the mode and manner of annexation or attachment to real property,unless
otherwise mutually agreed by the Parties.
8.4 Provision of Data from a Variable Energy Resource.The Interconnection
Customer whose Generating Facility is a Variable Energ Resource shallprovidemeteorologicalandforcedoutagedatatotheTransmissionPro-ider to
the extent necessary for the Transmission Provider's de-elopment anddeploymentofpowerproductionforecastsforthatclassofVariableEnergy
Resources.The Interconnection Customer with a "ariable Energy Resourcehavingwindastheenergysource,at a minimum,will be required to pro"ide
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
Pro-ider with site-specific meteorological data including:temperature,atmospheric pressure,and irradiance.The Transmission Pro"ider and
Interconnection Customer whose Generating Facilit;is a Variable Energy
Resource shall mutually agree to an additional meteorological data that arerequiredforthedevelopmentanddeploymentofapowerproductionforecast.
The Interconnection Customer whose Generating Facility is a Variable Energy
Resource also shall submit data to the Transmission Provider 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
"ariable Energy Resources.The exact specifications of the meteorological and
forced outage data to be provided by the Interconnection Customer to the
Transmission Provider,including the frequency and timing of data submittals,
shall be made taking into account the size and configuration of the Variable
Energy Resource,its characteristics,location,and its importance in
maintaining generation resource adequacy and transmission s stem reliability
in its area.All requirements for meteorological and forced outage data must
be commensurate with the power production forecasting employed by the
Transmission Provider.Such requirements for meteorological and forced outage
data are set forth in Appendix C,Interconnection Details,of this LGIA,as
they ma change from time to time.
ARTICLE 9.OPERATIONS
9.1 General.Each Party shall comply with the Applicable Reliability Council
requirements.Each Party shall pro-ide to the other Party all information
that may reasonably be required b 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 Pro"ider's Interconnection Facilities to
be operated,maintained and controlled in a safe and reliable manner and in
accordance with this QFLGIA.Transmission Pro"ider may provide operating
instructions to Interconnection Customer consistent with this QFLGIA and
Transmission Provider's operating protocols and procedures as they may 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 Facility and
Interconnection Customer Interconnection Facilities in a safe and reliable
manner and in accordance with this OFLGIA.Interconnection Customer shall
operate the Generating Facility and Interconnection Customer Interconnection
Facilities in accordance with all applicable requirements of Transmission
Provider'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 may
change from time to time.Either Party may request that the other PartyprovidecopiesoftherequirementssetforthinAppendixC,Interconnection
Details,of this QFLGIA.
9.4 Start-Up and Synchronization.Consistent with the Parties'mutuallyacceptableprocedures,Interconnection Customer is responsible for the proper
QFLGIA
Revised 12/26/2013 34
synchronization of the Generating Facility to Transmission Pro"ider's
Transmission S stem.
9.5 Reactive Power.
9.5.1 Power Factor Design Criteria.Interconnection Customer shalldesigntheGeneratingFacilitytomaintainacompositepowerdeliver
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.Therequirementsofthisparagraphshallnotapplytowindgenerators.
9.5.2 Voltage schedules.Once the Interconnection Customer hassynchronizedtheGeneratingFacilitywiththeTransmissionSystem,
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 Provider's voltage
schedules shall treat all sources of reactive power in the Control Area
in an equitable and not unduly discriminatory manner.Transmission
Provider shall exercise Reasonable Efforts to pro-ide Interconnection
Customer with such schedules at least one (1)day in advance,and may
make changes to such schedules as necessary to maintain the reliability
of the Transmission System.Interconnection Customer shall operate the
Generating Facility to maintain the specified output voltage or power
factor at the Point of Interconnection within the design limitations of
the Generating Facility set forth in Article 9.5.1 (Power Factor DesignCriteria).If Interconnection Customer is unable to maintain the
specified voltage or power factor,it shall promptly notify the
Transmission Pro-ider.
9.5.2.1 Governors and Regulators.Whenever 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 shall
operate the Generating Facility with its speed governors
and "oltage regulators in automatic operation.If theGeneratingFacilit's speed governors and voltageregulatorsarenotcapableofsuchautomaticoperation,
Interconnection Customer shall immediatel notify
Transmission Provideres system operator,or its designatedrepresentati7e,and ensure that such Generating Facility's
reactive power production or absorption (measured in IJVARs)
are within the design capability of the GeneratingFacility's generating unit(s)and steady state stability
limits.Interconnection Customer shall not cause itsGeneratingFacilitytodisconnectautomaticallyorinstantaneouslyfromtheTransmissionSystemortrip anygeneratingunitcomprisingtheGeneratingFacilityforan
under or over frequency condition unless the abnormalfrequencyconditionpersistsforatimeperiodbeyond 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 respective
Interconnection Facilities or Network Upgrades that mayimpacttheotherPart's facilities as necessary to perform
maintenance or testing or to install or replace equipment.
Absent an Emergency Condition,the Party scheduling a
remo-al of such facility(ies)from service will use
Reasonable Efforts to schedule such remo"al 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 Provider for a minimum of a rolling twenty-
four (24)month period.Interconnection Customer shallupdateitsplannedmaintenanceschedulesasnecessary.
Transmission Provider ma;request Interconnection Customer
to reschedule its maintenance as necessary to maintain thereliabilityoftheTransmissionSystem;pro"ided,houe er,
adequacy of generation supply shall not be a criterion indeterminingTransmissionSystemreliability.Transmission
Pro-ider shall compensate Interconnection Customer for any
additional direct costs that Interconnection Customer
incurs as a result of ha-ing to reschedule maintenance,
including any additional overtime,breaking of maintenance
contracts or other costs above and beyond the cost the
Interconnection Customer would have incurred absent
Transmission Pro ider's request to reschedule maintenance.
Interconnection Customer will not be eligible to recei-ecompensation,if during the twel"e (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,thePartythatownsorcontrolsthefacilitythatisoutof
service shall use Reasonable Efforts to promptly restore
such facility(ies)to a normal operating condition
QFLGIA
Revised 12/26/2013 36
consistent with the nature of the outage.The Party that
owns or controls the facilit that is out of ser-ice shallprovidetheotherParty,to the extent such information is
known,information on the nature of the EmergencyCondition,an estimated time of restoration,and an
corrective actions required.Initial verbal notice shall
be followed up as soon as practicable with written notice
explaining the nature of the outage.
9,6.2 Interruption o£Service.If required b Good Utility Practice to do
so,Transmission Provider may require Interconnection Customer tointerruptorreducedeli'reries of electricity if such deli-ery of
electricit could adversely affect Transmission Pro"ider's ability toperformsuchactivitiesasarenecessarytosafelyandreliably
operate and maintain the Transmission S stem.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 so
long as reasonably necessary under Good Utility Practice;
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 ad ance notice,
Transmission Pro"ider shall notif;Interconnection Customer
b telephone as soon as practicable of the reasons for the
curtailment,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 Emergency Condition,when
the interruption or reduction can be scheduled without
advance notice,Transmission Provider shall notify
Interconnection Customer in advance regarding the timing of
such scheduling and further notify Interconnection Customer
of the expected duration.Transmission Provider shall
coordinate with Interconnection Customer using Good Utilit;
Practice to schedule the interruption or reduction duringperiodsofleastimpacttoInterconnectionCustomerand
Transmission Pro"ider;
9.6.2.5 The Parties shall cooperate and coordinate with each other
to the extent necessary in order to restore the GeneratingFacility,Interconnection Facilities,and the Transmission
System to their normal operating state,consistent with
system conditions and Good Utility Practice.
9.6.3 Under-Frequency and Over Frequency Conditions.The Transmission System
is designed to automatically acti-ate a load-shed program as required
IQFLGIA
Revised 12/26/2013 37
by the Applicable Reliability Council in the event of an under-
frequency system disturbance.Interconnection Customer shall
implement under-frequency and over-frequency relay set points for theGeneratingFacilityasrequiredbytheApplicableReliabilityCouncil
to ensure "ride through"capability of the Transmission System.TheGeneratingFacility's response to frequency deviations of pre-
determined magnitudes,both under-frequency and o·er-frequenc·;
deviations,shall be studied and coordinated with Transmission
Provider in accordance with Good Utility Practice.The term "ridethrough"as used herein shall mean the abilit of a Large GeneratingFacilitytostayconnectedtoandsynchronizedwiththeTransmission
System during system disturbances within a range of under-frequency
and over-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 Utility Practice.
9.6.4.4 Each Party's protective relay design shall incorporate the
necessary test switches to perform the tests required in
Article 6.The required test switches will be placed such
that the allow operation of lockout rela s while
pre ·enting breaker failure schemes from operating 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-Service Date,and again prior to the
Commercial Operation Date,each Party or its agent shallperformacompletecalibrationtestandfunctionaltrip
test of the System Protection Facilities.At intervalssuggestedbyGoodUtilityPracticeandfollowingan;
apparent malfunction of the System Protection Facilities,
QFLGIA
Revised 12/26/2013 38
each Party shall perform both calibration and functionaltriptestsofitsSystemProtectionFacilities.These
tests do not require the tripping of any in-service
generation unit.These tests do,howe-er,require that allprotectiverelaysandlockoutcontactsbeacti·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 isolated
by Transmission Provider's equipment,such that the remo-al of the
fault contribution shall be coordinated with the protecti-erequirementsoftheTransmissionSystem.Such protecti-e equipment
shall include,without limitation,a disconnecting device or switch
with load-interrupting capability located between the Generating
Facility and the Transmission System at a site selected upon mutual
agreement (not to be unreasonably withheld,conditioned or dela;ed)
of the Parties.Interconnection Customer shall be responsible forprotectionoftheGeneratingFacilityandInterconnectionCustomer's
other equipment from such conditions as negati-e sequence currents,
o-er-or under-frequenc;,sudden load rejection,o"er-or under-voltage,and generator loss-of-field.Interconnection Customer shall
be solely responsible to disconnect the Generating Facilit;and
Interconnection Customer's other equipment if conditions on the
Transmission System could ad-ersel;affect the Generating Facility.
9.6.6 Power Quality.Neither Part 's facilities shall cause excessive
voltage flicker nor introduce excessi e distortion to the sinusoidal
voltage or current waves as defined by ANSI Standard CB4.1-1999,in
accordance with IEEE Standard 519,or any applicable superseding
electric industry standard.In the event of a conflict between ANSI
Standard CB4.1-1989,or any applicable superseding electric industry
standard,ANSI Standard €84.1-1989,or the applicable superseding
electric industry standard,shall control.
9.7 Switching and Tagging Rules.Each Party shall provide the other Part a cop
of its switching and tagging rules that are applicable to the other Party's
activities.Such switching and tagging rules shall be de ·eloped 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 by
Applicable Laws and Regulations,or as otherwise agreed to among the
Parties,the Interconnection Facilities shall be constructed for the
sole purpose of interconnecting the Generating Facility to the
Transmission System 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 anal sis of disturbances to either the Generating Facility or
Transmission Provider's Transmission System by gathering and pro-iding access
to any information relating to any disturbance,including information fromoscillography,protectire relay targets,breaker operations and sequence of
events records,and any disturbance information required by Good UtilityPractice.
ARTICLE 10.MAINTENANCE
10.1 Transmission Provider Obligations.Transmission Provider 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 Obligations.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 preventi-e and correcti"e maintenance on theGeneratingFacilityandtheInterconnectionFacilities.
10.4 Secondary Systems.Each Part shall cooperate with the other in the
inspection,maintenance,and testing of control or power circuits thatoperatebelow600volts,AC or DC,including,but not limited to,any
hardware,control or protective de-ices,cables,conductors,electric
raceways,secondary equipment panels,transducers,batteries,chargers,andvoltageandcurrenttransformersthatdirectlyaffecttheoperationofaParty's facilities and equipment which may reasonably be expected to impact
the other Party.Each Party shall pro-ide ad-ance notice to the other Part
before undertaking any work on such circuits,especially on electrical
circuits in-olving 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 Pro--ider'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,Network Upgrades and Distribution Upgrades,at
its sole expense.
11.2 Transmission Provider's Interconnection Facilities.Transmission Provider or
Transmission Ouner shall design,procure,construct,install,own and/or
control the Transmission Provider's Interconnection Facilities described in
IQFLGIA
Revised 12/26/2013 40
Appendix A,Interconnection Facilities,Network Upgrades and DistributionUpgrades,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 Opgrades 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 Voitage changes.In the event that Transmission Provider must change
the voltage le-rels of a discrete portion of the Transmission System to which
the Interconnection Customer is connected,Transmission Provider shall gi,e
reasonable notice of such change and the Interconnection Customer shall besolelyresponsibleforallcostsrelatedtoupgradesormodificationsto
Interconnection Customer's Interconnection Facilities resulting from
Transmission Provider's increase in the voltage levels of the Transmission
System,in order to remain interconnected with the Transmission System at the
new operating "oltage.
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 provide
Transmission Provider,at Interconnection Customer's option,a guarantee or
other form of security that is reasonably acceptable to Transmission Provider
and is consistent with the Uniform Commercial Code of the jurisdiction
identified in Article 14.2.1.Such securit for payment shall be in an
amount sufficient to co"er the costs for constructing,procuring andinstallingtheapplicableportionofTransmissionPro':ider's Interconnection
Facilities,Network Upgrades,or Distribution Upgrades and shall be reduced
on a dollar-for-dollar basis for payments made to Transmission Provider for
these purposes.
In addition:
11.5.1 The guarantee must be made by an entity that meets the
creditworthiness requirements of Transmission Provider,and
contain terms and conditions that guarantee payment of any amount
that may be due from Interconnection Customer,up to an agreed-to
maximum amount.
11.5.2 Financial security must be issued by a financial institutionreasonablyacceptabletoTransmissionPro:ider 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 Upgrades,or Distribution
Upgrades for which the financial security was provided.
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 Provider shall pro-ide an in-oice of the final cost of the
construction of Transmission Pro-ider's Interconnection Facilities and the
Network Upgrades and shall set forth such costa in sufficient detail to
enable Interconnection Customer to compare the actual costs with the
estimates and to ascertain deviations,if any,from the cost estimates.
Transmission Provider shall refund to Interconnection Customer any amount by
which the actual pa ment by Interconnection Customer for estimated costs
exceeds the actual costs of construction within thirty (30)Calendar Days of
the issuance of such final construction in-oice.
12.2 Payment.In-oice shall be rendered to the Interconnection Customer at the
address specified in Appendix F.Interconnection Customer shall pay the
invoice within thirt (30)Calendar Days of receipt.All payments shall be
made in immediately a ailable funds payable to Transmission Provider,or by
wire transfer to a bank named and account designated by Transmission
Provider.Pa ment of in-oices by Interconnection Customer will not
constitute a wai er of any rights or claims Interconnection Customer ma have
under this QFLGIA.
12.3 Disputes.In the event of a billing dispute between Transmission Pro"ider
and Interconnection Customer,Transmission Provider shall continue to provide
Interconnection Ser-ice 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 in"oice 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 pro"ide notice to
Interconnection Customer of a Default pursuant to Article 17.Within thirty(30)Calendar Days after the resolution of the dispute,the Part that owes
mone 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 Pro"ider shall notify Interconnection Customer promptly
when it becomes aware of an Emergency condition that affects Transmission
Provider's Interconnection Facilities or the Transmission System that may
reasonably be expected to affect Interconnection Customer's operation of the
Generating Facility or Interconnection Customer's Interconnection Facilities.
Interconnection Customer shall notify Transmission Provider promptly when it
becomes aware of an Emergency Condition that affects the Generating Facility
or the Interconnection Customer Interconnection Facilities that mayreasonablybeexpectedtoaffecttheTransmissionSystemorTransmission
Pro-ider's Interconnection Facilities.To the extent information is known,
the notification shall describe the Emergency Condition,the extent of the
damage or deficiency,the expected effect on the operation of Interconnection
QFLGIA
Revised 12/26/2013 42
Customer's or Transmission Pro-ider's facilities and operations,itsanticipateddurationandthecorrecti-e action taken and/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 Provider,such consent to not be unreasonably
withheld,prior to performing any manual switching operations at theGeneratingFacilityorInterconnectionCustomerÎnterconnectionFacilities in
response to an Emergency condition either declared by Transmission Pro-ider
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 Emergenc;Condition in order to (i)preser-e public health and
safet ,(ii)preser~e the reliability of the Transmission System
or Transmission Pro-ider's Interconnection Facilities,(iii)limit or pre-ent damage,and (i-Jexpedite restoration of
service.
Transmission Provider shall use Reasonable Efforts to minimize
the effect of such actions or inactions on the GeneratingFacilityorInterconnectionCustomerInterconnectionFacilities.
Transmission Provider may,on the basis of technicalconsiderations,require the Generating Facility to mitigate an
Emergency Condition by taking actions necessary and limited in
scope to remedy the Emergency Condition,including,but not
limited to,directing Interconnection Customer to shut-down,start-up,increase or decrease the real or reactive power output
of the 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 compl with all of
Transmission Pro-ider's operating instructions concerningGeneratingFacilityrealpowerandreactivepoweroutput within
the manufacturer's design limitations of the GeneratingFacility's equipment that is in service and physically available
for operation at the time,in compliance with Applicable Laws andRegulations.
13.4.2 Reduction and Disconnection.Transmission Provider may 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 Pro¯ider's Tariff.When
Transmission Provider can schedule the reduction or disconnection
QFLGIA
Revised 12/26/2013 43
in ad-rance,Transmission Pro-ider shall notif;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 duringperiodsofleastimpacttotheInterconnectionCustomerand
Transmission Pro-ider.An reduction or disconnection shall
continue only for so long as reasonably necessary 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 Facilit or Interconnection Customer
Interconnection Facilities during an Emergency Condition in order to
(i)preserve public health and safety,(ii)preserve the reliability of the
Generating Facility or Interconnection Customer Interconnection Facilities,
(iii)limit or prevent damage,and (i")expedite restoration of service.
Interconnection Customer shall use Reasonable Efforts to minimize the effect
of such actions or inactions on the Transmission System and Transmission
Pro ider'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 Emergenc 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 Part 's obligations under this QFLGIA shall besubjecttoitsreceiptofanyrequiredapprovalorcertificatefromoneor
more Governmental Authorities in the form and substance satisfactory to theapplyingParty,or the Part;making any required filings with,or providing
notice to,such Governmental Authorities,and the expiration of an 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 QFLGIA 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 Utility Holding Company Act of 1935,as amended,or the
Public Utility Regulatory Policies Act of 1978.
14.2 Governing Law.
14.2.1 The "alidity,interpretation and performance of this QFLGIA and
each of its pro-isions 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 QFLGIA is subject to all Applicable Laws and Regulations.
14.2.3 Each Party expressly reserves the right to seek changes in,appeal,or otherwise contest any laws,orders,rules,orregulationsofaGovernmentalAuthorit.
ARTICLE 15.NOTICES
15.1 General.Unless otherwise provided in this QFLGIA,any notice,demand or
request required or permitted to be gi-en by either Party to the other and
any instrument required or permitted to be tendered or delivered by either
Party in writing to the other shall be effective when deli ered and may be sogiven,tendered or deli=ered,by recognized national courier,or bydepositingthesamewiththeUnitedStatesPostalServicewithpostageprepaid,for deliver by certified or registered mail,addressed to the
Farty,or personally deli,ered to the Party,at the address set out inAppendixF,Addresses for Deli-ery of Notices and Billings.
Either Party may change the notice information in this QFLGIA by giving 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 given by a Party to the other and not required by this Agreement to begi-en in writing may be so given by telephone,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 Najeure.
16.1.1 Economic hardship is not considered a Force hajeure e-ent.
16.1.2 Neither Part shall be considered to be in Default with respect
to any obligation hereunder,(including obligations under Article
4),other than the obligation to pa money when due,if pre--ented
from fulfilling such obligation by Force Majeure.A Part unable
to fulfill any obligation hereunder (other than an obligation to
pay money when due)by reason of Force Majeure shall gi re notice
and the full particulars of such Force Majeure to the other Part
in writing or by telephone as soon as reasonably possible after
the occurrence of the cause relied upon.Telephone notices gi 'enpursuanttothisarticleshallbeconfirmedinwritingassoonasreasonablypossibleandshallspecificallstatefullparticulars
of the Force Majeure,the time and date when the Force Majeure
QFLGIA
Revised 12/26/2013 45
occurred and when the Force Majeure is reasonably expected to
cease.The Party affected shall exercise due diligence to remo-e
such disabilit with reasonable dispatch,but shall not berequiredtoaccedeoragreetoanpro"ision not satisfactory 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 payment 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-breachingPartyshallgivewrittennoticeofsuchBreachtothebreachingParty.Except as provided in Article 17.1.2,the breaching Party
shall have thirty (30)Calendar Days from receipt of the Breach
notice within which to cure such Default;pro-ided however,if
such Breach is not capable of cure within thirty (30)CalendarDays,the breaching Party shall commence such cure within thirty(30)Calendar Days after notice and continuously and diligentl
complete such cure within ninety (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 theperiodprovidedforherein,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 an;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 dwaages and remedies to which it is entitled at
law or in equity.The pro=¯îsions of this article will survi"e
termination of this QFLGIA.
ARTICLE 18.INDEMNITY,CONSEQUENTIAL DAMAGES AND INSURANCE
18.1 Indemnity.The Parties shall at all times indemnify,defend,and hold the
other Party harmless from,an;and all damages,losses,claims,including
claims and actions 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 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 indemnifying Party,except in cases of
gross negligence or intentional wrongdoing by the indemnified Party.
18.1.1 Indemnified Person.If an Indemnified Person is entitled to
indemnification under this Article 16 as a result of a claim b--a
third party,and the indemnifying Party fails,after notice and
QFLGlA
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 indermifying Party contest,settle or consent to
the entry of an judgment with respect to,or pa 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 recover .
18.1.3 Indemnity Þrocedures.Promptly after receipt by an Indemnified
Person of any claim or notice of the commencement of any action
or administrative or legal proceeding or investigation as towhichtheindemnitypro-ided for in Article 18.1 ma apply,the
Indemnified Person shall notify the Indemnifying Party of such
fact.An 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 ha-e 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 Part and if the Indemnified Personreasonablyconcludesthattheremaybelegaldefensesavailable
to it and/or other Indemnified Persons which are different fro:s
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 Party shall only be required to
pay the fees and expenses of one additional attorney to represent
an Indemnified Person or Indemnified Persons having such
differing or additional legal defenses.
The Indemnified Person shall be entitled,at its expense,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 invol--es the potential imposition of criminal
liability on the Indemnified Person,or there exists a conflict
or adversity of interest between the Indemnified Person and the
Indemnif ing Party,in such event the Indemnifying Party shall
pay the reasonable expenses of the Indemnified Person,and (ii)
shall not settle or consent to the entry of any judgment in any
action,suit or proceeding without the consent of the Indemnified
Person,which shall not be reasonably withheld,conditioned ordelayed.
QFLGLA
Revised 12/26/2013 47
18.2 Consequential Damages.In no event shall either Party be liable under anyprovisionofthisQFLGIAforanylosses,damages,costs or expenses for anyspecial,indirect,incidental,consequential,or puniti-e damages,including
but not limited to loss of profit or revenue,loss of the use of equipment,
cost of capital,cost of temporary equipment or ser-ices,whether based in
whole or in part in contract,in tort,including negligence,strict
liability,or any other theory of liability;provided,howe-er,that damages
for which a Party may be liable to the other Party under another agreement
will not be considered to be special,indirect,incidental,or consequential
damages hereunder.
18.3 Insurance.Each party shall,at its own expense,maintain in force
throughout the period of this QFLGIA,and until released by the other Party,
the following minimum insurance coverages,with insurers authorized to do
business in the state where the Point of Interconnection is located:
18.3.1 Employers'Liability and Workers'Compensation Insurancepro-iding statutory benefits in accordance with the laws andregulationsofthestateinwhichthePointofInterconnection is
located.
18.3.2 Commercial General Liability Insurance including premises andoperations,personal injury,broad form property damage,broad
form blanket contractual liability coverage (including coverage
for the contractual indemnification)products and completedoperationscoverage,coverage for explosion,collapse andundergroundhazards,independent contractors coverage,coverage
for pollution to the extent normally available and puniti·e
damages to the extent normally available and a cross liability
endorsement,with minimum limits of One Million Dollars
($1,000,000)per occurrence/One Hillion Dollars ($1,000,000)
aggregate combined single limit for personal injury,bodilyinjury,including death and property damage.
18.3.3 Comprehensive Automobile Liability Insurance for coverage of
owned and non-owned and hired vehicles,trailers or semi-trailersdesignedfortravelonpublicroads,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 abo-e the Employers'
Liability Commercial General Liability and Comprehensi"e
Automobile Liability Insurance coverage,with a minimum combinedsinglelimitofTwentyMillionDollars($20,000,000)per
occurrence/Twenty Million Dollars ($20,000,000)aggregate.
18.3.5 The Commercial General Liability Insurance,Comprehensire
Automobile Insurance and Excess Public Liability InsurancepoliciesshallnametheotherParty,its parent,associated and
Affiliate companies and their respective directors,officers,
agents,servants and emplo ees ("Other Party Group")as
additional insured.All policies shall contain pro"isions
QFLGIA
Revised 12/26/2013 48
whereby the insurers wai,e all rights of subrogation in
accordance with the provisions of this QFLGIA against the Other
Party Group and provide thirty (30)days advance uritten notice
to the Other Party Group prior to anni-ersary date of
cancellation or an;material change in coverage or condition.
18.3.6 The Commercial General Liability Insurance,Comprehensive
Automobile Liabilit Insurance and Excess Public Liabilit;
Insurance policies shall contain pro-isions 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 have been liable had only one insured been covered.Each
Party shall be responsible for its respective deductibles or
retentions.
18.3.7 The Commercial General Liability Insurance,Comprehensive
Automobile Liability Insurance and Excess Public Liabilit
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 QFLGIA,which coverage may be in the
form of tail co·erage or extended reporting period co--erage 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 policy and in an event within ninety
(90)days thereafter,each Part shall provide certification of
all insurance required in this GFLGIA,executed b;each insurer
or by an authorized representative of each insurer.
18.3.10 Netwithstanding 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;pro-.-ided that,such Party's senior secured debt is rated at
in--estment 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 an pericd of time that a
Party's senior secured debt is unrated b Standard &Poor's or
is rated at less than investment grade by Standard &Poor's,such
Party shall comply with the insurance requirements applicable to
it under Articles 18.3.2 through 18.3.9.In the e--ent 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
QFLCIA
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 propert;damage arising out
of this QFLGIA.
ARTICLE 19.ASSIGNMENT
19.1 Assignment.Transmission Pro-ider may at any time assign its rights and
delegate its obligations under this Agreement,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 a
party.Affiliate includes any entity in which Berkshire Hathaway Inc.owns
more than a 56 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 Pro,ider,and any attempted transfer in violation of this
restriction shall be void.
ARTICLE 20 .SEVERABILITY
20.1 Severability.If any provision in this QFLGIA is finally determined to be
in-alid,void or unenforceable by any court or other Go"ernmental Authorityhavingjurisdiction,such determination shall not in=alidate,void or make
unenforceable an;other provision,agreement or covenant of this QFLGIA.
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 Part '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 conveyed orally or b;inspection,if the Part providing the
information orally informs the Party receiving the information that the
information is confidential.
QFLGIA
Revised 12/26/20 l 3 50
If requested by either Party,the other Party shall pro-ide in uriting,the
basis for asserting that the information referred to in this Article warrants
confidential treatment,and the requesting Party may disclose such writing to
the appropriate Go-ernmental Authority.Each Party shall be responsible for
the costs associated with affording confidential treatment to its
information.
22.1.1 Term.During the term of this 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 generally
available to the public other than as a result of a disclosure by
the receiving Party;(2)was in the lawful possession of therecei--ing Party on a non-confidential basis before receiving it
from the disclosing Party;(3)was supplied to the receiving
Party without restriction by a third party,who,to the knowledge
of the receiving Party after due inquiry,was under no ebligation
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,publicl known,through no wrongful act or
omission of the receiving Party or Breach of this QFLGIA;or (6)
is required,in accordance with Article 22.1.7 of the OFLGIA,
Order of Disclosure,to be disclosed by any Go7ernmental
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 Part that designated the information as confidential
notifies the other Party that it no longer is confidential.
22.1.3 Release of Confidential Information.Neither Party shall release
or disclose Confidential Information to any other person,except
to its Affiliates (limited by the Standards of Conduct
requirements),subcontractors,employees,consultants,or to
parties who may be or considering providing financing to or
equity participation with Interconnection Customer,or topotentialpurchasersorassigneesofInterconnectionCustomer,on
a need-to-know basis in connection with this QFLGIA,unless such
person has first been ad-ised of the confidentiality provisions
of this Article 22 and has agreed to compl;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 Party retains all rights,title,and interest in
the confidential Information that each Party discloses to the
other Party.The disclosure by each Party to the other Part 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.By providing Confidential Information,neither
Party makes any warranties or representations as to its accuracy
or completeness.In addition,by supplying Confidential
Information,neither Party obligates itself to provide an;particular information or Confidential Information to the other
Party nor to enter into any further agreements or proceed with
any other relationship or joint venture.
22.1.6 standard of Care.Each Party shall use at least the sæme
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 itsobligationstotheotherPartyunderthisQFLGIAorits
regulatory requirements.
22.1.7 Order of Disclosure.If a court or a Government Authority orentitywiththeright,power,and apparent authority to do so
requests or requires either Party,by subpoena,oral deposition,interrogatories,requests for production of documents,
administrative order,or otherwise,to disclose Confidential
Information,that Party shall provide the other Party with prompt
notice of such request(s)or requirement(s)so that the other
Part may seek an appropriate protective order or waivecompliancewiththetermsofthisQFLGIA.Notwithstanding the
absence of a protecti-e order or wai-er,the Party may disclose
such Confidential Information which,in the opinion of its
counsel,the Party is legally compelled to disclose.Each Part
will use Reasonable Efforts to obtain reliable assurance that
confidential treatment will be accorded an 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 be
inadequate to compensate a Party for the other Party's Breach of
its obligations under this Article 22.Each Party accordingly
agrees that the other Party shall be entitled to equitable
relief,by way of injunction or otherwise,if the first Party
Breaches or threatens to Breach its obligations under this
Article 22,which equitable relief shall be granted without bond
or proof of damages,and the receiving Party shall not plead in
QFLGIA
Revised 12/26/2013 52
defense that there would be an adequate remedy at law.Such
remed shall not be deemed an exclusi-e remed 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 co--enants contained herein are necessary for
the protection of legitimate business interests and are
reasonable in scope.No Party,however,shall be liable forindirect,incidental,or consequential or punitive damages of any
nature or kind resulting from or arising in connection with this
Article 22.
22.1.10 Disclosure to a State.Notwithstanding an;thing in this Article
22 to the contrary,if a State,during the course of anin-restigation or otherwise,requests information from one of the
Parties that is otherwise required to be maintained in confidence
pursuant to this QFLGIA,the Part-·shall pro-ide the requested
information to the State,within the time pro--ided for in therequestforinformation.In providing the information to a
State,the Part must,request that the information be treated as
confidential and non-public b;the State and that the information
be withheld from public disclosure.Parties are prohibited fromnotifyingtheotherPartytothisQFLGIApriortothereleaseof
the Confidential Information to the State.The Party shallnotifytheotherPartytotheOFLGIAwhenitisnotifiedby 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 co:mpetiti-ely sensitive,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 Partiesr or the
defense of litigation or dispute;(iii)otherwise permitted by
consent of the other Party,such consent not to be unreasonably
withheld;or (iv)necessary to fulfill its obligations under
this QFLGIA or as a transmission service pro-ider or a Control
Area operator including disclosing the Confidential Information
to an RTO cr ISO or to a regional or national reliabilityorganization.The Party asserting confidentiality shall notif -
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 thirdpartyorGo-ernmental Authority makes any request or demand for
any of the information described in this subparagraph,the
disclosing Party agrees to promptly notif the other Party inwritingandagreestoassertconfidentialityandcooperatewith
the other Party in seeking to protect the Confidential
Information from public disclosure by confidentiality agreement,protecti-e order or other reasonable measures.
QFLGIA
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 type of remediation activities related to the GeneratingFacilityortheInterconnectionFacilities,each of which may reasonably beexpectedtoaffecttheotherParty.The notifying Party shall:(i)provide
the notice as soon as practicable,pro-ided such Party makes a good faith
effort to provide the notice no later than twenty-four (24)hours after such
Party becomes aware of the occurrence;and (ii)promptly furnish to the otherPartycopiesofanypubliclyavailablereportsfiledwithanyGo,ernmental
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 respecti're 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 Înterconnection Customer
to select equipment and meet any system protection and stabilityrequirements,unless otherwise agreed to by the Parties.On a monthly basis
Transmission Pro-ider shall provide Interconnection Customer a status report
on the construction and installation of Transmission Pro"ider's
Interconnection Facilities and Network Upgrades,including,but not limitedto,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 delivery status of equipment ordered.
24.3 Updated Information Submission by Interconnection Customer.The updated
information submission by Interconnection Customer,including manufacturer
information,shall occur no later than one hundred eighty (180)Calendar DayspriortotheTrialOperation.Interconnection Customer shall submit acompletedcopyoftheGeneratingFacilitydatarequirementscontained inAppendix1totheLGIP.It shall also include any additional informationprovidedtoTransmissionProviderfortheFeasibilitandFacilitiesStud .
Information in this submission shall be the most current Generating Facilitydesignorexpectedperformancedata.Information submitted for stability
models shall be compatible with Transmission Pro-ider standard models.If
there is no compatible model,Interconnection Customer will work with a
consultant mutually agreed to by the Parties to develop and suppl a standard
model and associated information.
If Interconnection Customer's data is materially different from what wasoriginallyprovidedtoTransmissionProviderpursuanttotheInterconnection
Study Agreement between Transmission Provider and Interconnection Customerr
QFLG|IA
Revised 12/26/2013 54
then Transmission Provider will conduct appropriate studies to determine theimpactonTransmissionProviderTransmissionSystembasedontheactualdata
submitted pursuant to this Article 24.3.Interconnection Customer shall notbeginTrialOperationuntilsuchstudiesarecompleted.
24.4 Information Supplementation.Prior to the operation Date,the Parties shallsupplementtheirinformationsubmissionsdescribedaboveinthisArticle24
with an'and all "as-built"Generating Facilit·information or "as-tested"performance information that differs from the initial submissions or,alternati-ely,written confirmation that no such differences exist.The
Interconnection Customer shall conduct tests on the Generating Facility asrequiredbGoodUtilityPracticesuchasanopencircuit"step voltage"test
on the Generating Facility to -erify proper operation of the Generating
Facility's automatic voltage regulator.
Unless otherwise agreed,the test conditions shall include:(1)GeneratingFacilityatsynchronousspeed;(2)automatic voltage regulator on and inoltagecontrolmode;and {3)a fi-e percent change in Generating Facility
terminal voltage initiated by a change in the voltage regulators referencevoltage.Interconnection Customer shall provide validated test recordingsshowingtheresponsesofGeneratingFacilitterminalandfieldoltages.In
the event that direct recordings of these -·oltages is impractical,recordings
of other voltages or currents that mirror the response of the GeneratingFacility's terminal or field voltage are acceptable if information necessar
to translate these alternate quantities to actual Generating Facility
terminal or field "oltages is pro rided.Generating Facility testing shall be
conducted and results provided to Transmission Provider for each indi"idualgeneratingunitinastation.
Subsequent to the Operation Date,Interconnection Customer shall pro-ide
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
Pro-ider-owned substation that may affect Interconnection Customer
Interconnection Facilities equipment ratings,protection or operating
requirements.The Parties shall pro¯ide 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 a ailable
to the other Party information that is in the possession of the disclosingPartyandisnecessaryinorderfortheotherPartyto:(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 12/26/2013 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
inability to comply with the provisions of this QFLGIA for a reason other
than a Force Majeure e-ent.The Parties agree to cooperate with each other
and provide necessary information regarding such inability 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
inability to comply.Notwithstanding the foregoing,notification,cooperation or information provided under this article shall not entitle the
Party receiving such notification to allege a cause for anticipatory breach
of this QFLGIA.
25.3 Audit Rights.Subject to the requirements of confidentialit;under Article
22 of this QFLGIA,each Party shall have the right,during normal business
hours,and upon prior reasonable notice to the other Party,to audit at its
ovn expense the other Part 's accounts and records pertaining to eitherParty's performance or either Party's satisfaction of obligations under this
QFLGIA.Such audit rights shall include audits of the other Party's costs,
calculation of invoiced amounts,the Transmission Pro ider's efforts to
allocate responsibility for the pro"ision of reactive support to the
Transmission System,Transmission Pro-ider's efforts to allocateresponsibilityforinterruptionorreductionofgenerationon the
Transmission System,and each Party's actions in an Emergency Condition.Any
audit authorized by this article shall be performed at the offices where such
accounts and records are maintained and shall be limited to those portions of
such accounts and records that relate to each Party's performance and
satisfaction of obligations under this QFLGIA.Each Party shall keep such
accounts and records for a period equivalent to the audit rights periods
described in Article 25.4.
25.4 Audit Rights Periods.
25.4.1 Andit Rights Period for Construction-Related Accounts and
Records.Accounts and records related to the design,engineering,procurement,and construction of Transmission
Pro"ider'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 invoice in
accordance with Article 12.2.
25.4.2 Andit Rights Period for All Other Accounts and Records.Accounts
and records related to either Party'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-erpa ment or anunderpaymenthasoccurred,a notice of such overpayment or underpayment shall
QFLGIA
Revised 12/26/2013 58
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 prevent a Party from utilizing the
services of an;subcontractor as it deems appropriate to perform itsobligationsunderthisQFLGIA;provided,howe-¯er,that each Party shallrequireitssubcontractorstocomplywithallapplicabletermsandconditions
of this QFLGIA in pro---iding such ser-ices 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 this
QFLGIA.The hiring Part shall be fully responsible to the other Party for
the acts or omissions of any subcontractor the hiring Party hires as if no
subcontract had been made;provided,howe-er,that in no event shall
Transmission Provider be liable for the actions or inactions of
Interconnection Customer or its subcontractors with respect to obligations of
Interconnection Customer under Article 5 of this QFLGIA.Any applicableobligationimposedbythisGFLGIAuponthehiringPartyshallbeequally
binding upon,and shall be construed as having application to,any
subcontractor of such Party.
26.3 No Limitation by Insurance.The obligations under this Article 26 will not
be limited in any way by any limitation of subcontractor's insurance.
ARTICLE 27.DISPUTES
27.1 Submission In the event either Party has e dispute,or asserts a claim,that
arises out of or in connection with this QFLGIA 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 Part .In the event 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 resol ed in
accordance with the arbitration procedures set forth below.In the e~ent the
Parties do not agree to submit such claim or dispute to arbitration,eachPartymayexercisewhateverrightsandremediesitmayhaveinequityor at
law consistent with the terms of this QFLGIA.
27.2 External Arbitration Procedures.An 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 twenty (20)Calendar Da s
select a third arbitrator to chair the arbitration panel.In either case,
the arbitrators shall be knowledgeable in electric utility matters,including
electric transmission and bulk power issues,and shall not have any current
or past substantial business or financial relationships with an 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 event of a
conflict between the Arbitration Rules and the terms of this Article 27,the
terms of this Article 27 shall pre-ail.
27.3 Arbitration Decisions.Unless otherwise agreed by the Parties,the
arbitrator(s)shall render a decision within ninety (90)Calendar Days ofappointmentandshallnotifthePartiesinwritingofsuchdecisionand the
reasons therefore.The arbitrator(s)shall be authorized only to interpret
and apply the provisions of this QFLGIA and shall ha"e no power to modify or
change an;pro"ision of this Agreement in any manner.The decision of the
arbitrator(s)shall be final and binding upon the Parties,and judgment on
the award may be entered in any court ha-ing 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 Party to sit on the three member panel and
one half of the cost of the third arbitrator chosen;or (2)one half the cost
of the single arbitrator jointly chosen by the Parties.
27.5 Waiver of Jury Trial.TO THE FULLEST EXTENT PERMITTED BY LAW,EACH OF THE
PARTIES HERETO WAIVES ANY RIGHT IT HAY 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 WAI"ES 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
co-enants:
28.1.1 Good Standing.Such Party is duly organized,-alidly existing
and in good standing under the laws of the state in which it is
organized,formed,or incorporated,as applicable;that it isqualifiedtodobusinessinthestateorstatesinwhichthe
Generating Facility,Interconnection Facilities and Network
Upgrades owned by such Party,as applicable,are located;and
that it has the corporate power and authority to own itsproperties,to carry on its business as now being conducted and
QFLGIA
Revised 12/26/2013 58
to enter into this QFLGIA and carry out the transactionscontemplatedherebyandperformandcarryoutallcovenants andobligationsonitsparttobeperformedunderandpursuantto
this QFLGIA.
28.1.2 Authority.Such Party has the right,power and authority to
enter into this QFLGIA,to become a part hereto and to perform
its obligations hereunder.This QFLGIA is a legal,valid and
binding obligation of such Part ,enforceable against such Party
in accordance with its terms,except as the enforceability
thereof may be limited by applicable bankruptcy,insol-ency,reorganization or other similar laws affecting creditors'rightsgenerallyandbgeneralequitableprinciples(regardless of
whether enforceability is sought in a proceeding in equit or at
law).
28.1.3 No Conflict.The execution,deli--ery and performance of this
QFLGIA does not "iolate or conflict with the organizational or
formation documents,or bylaws or operating agreement,of such
Party,or any judgment,license,permit,order,material
agreement or instrument applicable to or binding upon such Part
or an 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 GovernmentalAuthorityinconnectionwiththeexecution,deliver andperformanceofthisQFLGIA,and it will pro-ide 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 Service.At least six (6)months prior to the expected Initial Synchronization Date,Interconnection
Customer and Transmission Pro-ider shall each appoint one representati:e and
one alternate to the Joint Operating Committee.Each Interconnection
Customer shall notif;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 andplaceagreeduponbytherepresentati-es.The Joint Operating Committee
shall perform all of its duties consistent with the provisions of this
QFLGIA.Each Party shall cooperate in providing to the Joint Operating
Committee all information required in the perfoamance of the Joint Operating
Committee's duties.All decisions and agreements,if any,made b;the JointOperatingCommitteeshallbeevidencedinwriting.The duties of the JointOperatingCommitteeshallincludethefollowing:
IQFLGIA
Revised 12/26/2013 59
29.1.1 Establish data requirements and operating record requirements.
29.1.2 Re-iew the requirements,standards,and procedures for dataacquisitionequipment,protecti~e equipment,and an otherequipmentorsoftware.
29.1.3 Annually re-iew the one (1)year forecast of maintenance andplannedoutageschedulesofTransmissionProvider'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 Facilit 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 b each Part regardingequipmentavailability.
29.1.6 Perform such other duties as may be conferred upon it by mutual
agreement of the Parties.
ARTICLE 30 .MISCELLANEOUS
30.1 Binding Effect.This QFLGIA and the rights and obligations hereof,shall bebindinguponandshallinuretothebenefitofthesuccessorsandassignsof
the Parties hereto.
30.2 Conflicts.In the e-ent of a conflict between the body of this QFLGIA and
any attachment,appendices or exhibits hereto,the terms and pro-isions 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 vice versa;(2)reference to any
person includes such person's successors and assigns but,in the case of a
Party,only if such successors and assigns are permitted by this QFLGIA,and
reference to a person in a particular capacity excludes such person in any
other capacity or indi-idually;(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 expressly statedotherwise,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","hereof",
"herein","hereto"and words of similar import shall be deemed references to
QFLGIA
Revised 12/26/2013 60
this CFLGIA as a whole and not to an 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 (B}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 andcontemporaneousunderstandingsoragreements,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
an part of the consideration for,or any condition to,either Party'scompliancewithitsobligationsunderthisQFLGIA.
30.5 No Third Party Beneficiaries.This QFLGIA is not intended to and does not
create rights,remedies,or benefits of any character whatsoever in favor of
any persons,corporations,associations,or entities other than the Parties,
and the obligations herein assumed are solely for the use and benefit of theParties,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 an provision of this QFLGIA will not be
considered a waiver of any obligation,right,or duty of,or imposed upon,
such Party.
Any wairer at any time by either Party of its rights with respect to thisQFLGIAshallnotbedeemedacontinuingwaiverorawaiverwithrespect 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.An wai--er of this QFLGIA shall,if requested,be provided inwriting.
30.7 Headings.The descriptive headings of the various Articles of this QFLGIAha~e been inserted for convenience of reference only and are of nosignificanceintheinterpretationorconstructionofthisQFLGIA.
30.8 Multiple Counterparts.This GFLGIA 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 duly executed b the Parties.
30.10 Modification by the Parties.The Parties may by mutual agreement amend theAppendicestothisQFLGIAbyawritteninstrumentdulyexecutedbythe
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 renture,agency relationship,or partnership
between the Parties or to impose any partnership obligation or partnershipliabilityuponeitherParty.Neither Party shall have any right,power orauthoritytoenterintoanyagreementorundertakingfor,or act on behalf
of,or to act as or be an agent or representative of,or to otherwise bind
the other Party.
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:
Boswell Wind Project II,LLC (Q409B)
Title:5/€/7
Date:A lý
QFLGIA
Revised 12/26/2013 62
Appendix A
To QFLGIA
Interconnection Facilities,Network Upgrades and Distribution Upgrades
1.Interconnection Facilities:
(a)Interconnection Customer's Interconnection Facilities:a single four (4)
breaker 230 k"ring bus switching station leading to a looped 230 kV
transmission system where each project is protected by two (2)230 k"
breakers.The switching station is then connected to Freezeout substation b
an approximatel 33.75 mile 230 k"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 linepositionwithadeadendstructureand230kVinterchangemeteringlocated at
Freezeout substation.(To be installed under terms of the Agreement for
Q409A.)
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 communications
equipment at the Transmission Provider's control centers.(To be installed
under terms of the Agreement for Q409A.)
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 Provider
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 DirectAssignmentFacilitiesandTransmissionProvider's Interconnection Facilities
installed under this Agreement.The estimated tax liabilit ,in the event that
Transmission Provider 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 -37.951
Gross Income Amount -$1,173,300
Present Value of Tax Depreciation -$783,195
EstLmated Tax Liability -37.95·.x (S1,173,300-S7B3,195)/(1-37.95.)=
$236,60D
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 Pro-ider'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 value of the taxdepreciation.
Appendix E
To GFLGIA
Milestones
The following schedule has been developed based on the Interconnection Customer's
date of application for this Project of January 25,2012r and the requirement that
the Project be completed within ten years of the application,as well as therequirementthattheTransmissionProvider's Energ;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 theEnergyGatewayprojectstobein-service in order to maintain system reliability.
Should the scheduled in-service dates for the Transmission Provider's GatewayprojectsbemodifiedthedependentdatesforthisProjectmustalsobemodified
accordingly.
Interconnection Customer executes Interconnection Agreement:July 1,2016
Interconnection Customer provides financial securit pursuant to Article 11.5,in
the amount of $230,000
Interconnection Customer provides design information:January 1,2020
*Transmission Provider begins engineering and procurement activities:February 1,
2020
**Interconnection Customer submits Energy Imbalance Market modeling information
data:March 1,2020
Transmission Provider design complete:June 1,2020
Interconnection Customer provides property/permits/ROW and pro-ides authorization
to construct:July 1,2020
Transmission Pro-ider begins construction:August 1,2D2D
Interconnection Customer construction complete:October 1,2021
In-Ser,ice 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 Pro,ider Energy Gateway project complete:September 1,2024
All Transmission Provider construction complete:October 1,2024
Initial Synchronization Date:November 1,2024
Interconnection Customer shall request permission for initial s;nchronization inwriting,including b e-mail,and wait to receive written permission from the
Transmission Provider.Interconnection Customer will be required to demonstrate the
reacti *e capability of the facility and the voltage control system prior to
commercial operation.
Commercial operation Date:December 15,2024
Interconnection Customer shall request permission for commercial operation in
writing,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 Pro--ider to beginengineering,the Interconnection Customer shall pro:ide 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 indi-idual electrical
components of the Interconnection Customer's generation system.
**Any design modifications to the Interconnection Customer's Generating Facility
after this date requiring updates to the Transmission Pro"ider'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)years from the Effective Date and shall beautomaticallyrenewedforeachsuccessiveone-year period thereafter.
Construction Option:The Network Upgrades,Direct Assignment Facilities and
Transmission Pro-ider Interconnection Facilities will be designed,procured and
constructed by the Transmission Pro"ider in accordance with the Standard Option
described in Article 5.1.1 of this Agreement.The Network Upgrades,Direct
Assignment Facilities and Transmission Provider 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:$1,173,300
Direct Assigned Facilities:$1,173,300
Network Upgrades:$0
Appendix C
To QFLGIA
Interconnection Details
Description of the Large Generating Facility:includes 26 "estas 7112 3.075 MW 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 kV transformer with
a capacity of 91.6 WVA and an impedance of 8.5,.The Transformer than feeds a
circuit switcher and connects to the Interconnection Customer's Interconnection
Facilities (see Attachment A).Each Large Generating Facility will ha-e a
Transmission Provider owned meter.
Control Area Requirements:Interconnection Customer shall interconnect and operate
the Large Generating Facility in accordance with the Transmission Provider'sFacilityInterconnectionRequirementsforTransmissionSystems,as may be revised
from Lime to time,attached hereto as Attachment C and by this referenceincorporatedherein.
Interconnection Details:
Hetering.With reference to Article 7.1,Transmission Pro=¯ider will own and
maintain the bi-directional re"enue Metering Equipment in Transmission Provider's
Point of Interconnection substation at the Interconnection Customer's expense.
Under Frequency and O·-er Frequency Conditions.Consistent with OFLGIA Article
9.6.3,Transmission Pro-ider shall design,procure,install and maintain frequenc
and voltage protection to trip feeder breakers in accordance with the settings
shown in Attachment C.
Reacti·-e Power.Transmission Provider will require the facility to operate in -oltage
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 available,operation with a voltage droop control mechanism would pro-ide the most
flexible control,as well as the abilit to coordinate with other potential futuregenerationfacilitiesor-oltage control devices.As per NERC Reliability Standard
VAR-001-1a,the Transmission Provider is required to specify "oltage or reactive
power schedule at the Point of Interconnection.All generators must meet the
Transmission Pro7ider's low voltage ride-through requirements as specified in this
QFLGIA.
(As the Transmission Provider cannot submit a user written model to WECC for
inclusion in base cases,a standard model from the WECC Approved Dynamic ModelLibraryisrequiredatleast120dayspriortobackfeed.)
Property Details.Interconnection Customer is required to obtain for the benefit ofTransmissionProvideratInterconnectionCustomer's sole cost and expense all realpropertyrights,including but not limited to fee ownership,easements and/or rights
of wa ,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 remo-e Transmission Pro-ider owned facilities or is otherwise not conveyed
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 Provider at its sole
discretion.
Interconnection customer is responsible for obtaining all permits required b all
relevant jurisdictions for the project,including but not limited to,conditional
use permits and construction permits;pro-ided howe-er,Transmission Pro ider shall
obtain,at Interconnection Customer's cost and schedule risk,the permits necessary
to construct Transmission Erovider's Facilities that are to be located on real
property currently owned or held in fee or right by Transmission Pro-ider.
Except as expressl waived in writing by an authorized officer of Transmission
Pro-ider,all of the foregoing permits and real property rights (conferring rights
on real property that is environmenta11y,physicall and operationally acceptable
to Transmission Pro-ider)shall be acquired as provided herein as a condition toTransmissionProvider's contractual obligation to construct or take possession of
facilities to be owned by the Transmission Provider under this Agreement.
Transmission Provider shall have no liability for any project delays or cost
overruns caused by delays in acquiring any of the foregoing permits and/or real
propert 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 equitabl 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 day-to-day Transmission Systemreliabilityandoperationalsecurit.FERC will expect all Transmission Pro-.'iders,
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,e«entually,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.
Automatia Data Transfer.Throughout the term of this Agreement,Interconnection
Customer shall pro-ide the data specified below by automatic data transfer to the
Transmission Pro"ider Control Center specified by Transmission Provider or to a
Third-Party System Operator designated by Transmission Pro"ider (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 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 Reacti-e 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 k?transmission voltage
o C phase 230 k"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.SkV collector circuit breaker 3
o 34.5k?collector circuit breaker 4
o Line Relay Alarm
Billing Meter Data.Bi-directional re-enue meter at the Point of Interconnection
will not be configured to allow direct dial-up access by Interconnection Customer.
The Transmission Pro ider will pro"ide alternatives,at the Interconnection
Customer's expense,upon request.
Additional Data.Interconnection Customer shall,at its sole expense,provide any
additional Generating Facilit data reasonably required and necessary for the
Transmission Provider to operate the Transmission System 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 Facilit
Dear :
On [Date][Interconnection Customer]has completed Trial Operation of Unit
No..This letter confirms that [Interconnection Customer]commenced commercialoperationofUnitNo.at the Generating Facilit ,effecti~e as of [Date plus
one day).
Thank you.
[Signature]
[Interconnection Customer Representative]
Appendix F
To QFLGIA
Addresses for Delivery of Notices and Billings
Notices,Billings and Payments:
Transmission Pro-¯ider:
US Mail Deliveries:PacifiCorp Transmission
Attn:Central Cashier Office
PO Box 2757
Portland,OR 972DB-2757
Other Deliveries:Central Cashiers Office
Attn:PacifiCorp Transmission Services
825 NE Multnomah Suite 550
Portland OR 97232-0001
Phone Number:[phone]
Interconnection Customer:
Boswell Wind Project II,LLC
c/o Corporation Service Company
Attention:General Counsel
2711 Centerville Road,Suite 400Wilmington,New Castle County
Delaware 19808
and to:
Boswell Wind Project II,LLC
c/o Alterra Power Corp.
Attention:General Counsel
600 -888 Dunsmuir St.
Vancouver,B.C.Canada V6C [e-mail]
604-678-6744 direct
Alternative Forms of Delivery of Notices (telephone,facsimile or email):
Transmission Provider:
Director,Transmission Services [phone]
Manager,Transmission Scheduling [phone]
Manager,Interconnection Services [phone]
Transmission Business Facsimile [phone]
OASIS Addrees:http://www.oasis.pacificorp.com/oasis/ppw/main.htm1x
Interconnection Customer:
Boswell Wind Project II,LLC
c/o Corporation Ser-ice company
Attention:General Counsel
Email:[e-mail]
Phone:[phone]
Fax:[phone]
and to:
Boswell Wind Project II,LLC
c/o Alterra Power Corp.
Attention:General Counsel
Email:[e-mail]
Phone:[phone]
Fax:[phone]
Appendix G to QFLGLA
INTERCONNECTION REQUIREMENTS FOR A WIND GENERATING PLANT
Appendix G sets forth requirements and provisions specific to a windgeneratingplant.All other requirements of this QFLGIA continue to apply 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 voltage 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 -9cycles)and single line to ground faults with delayed clearing,andsubsequentpost-fault voltage recovery to prefault voltage unless clearing
the fault effectively disconnects the generator from the system.The
clearing time requirement for a three-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 wind
generator terminals and the high side of the GSU.
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 effecti-e date of the Appendix G
LVRT Standard are exempt from meeting the Appendix G LVRT Standard for the
remaining life of the existing generation equipment.Existing individual
generator units that are replaced are required to meet the Appendix G LVRT
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 laterconnection 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 by using,for example,power electronics designed to supply
this level of reactive capability (taking into account any limitations due to
-oltage level,real power output,etc.)or fixed and switched capacitors if agreed
to by the Transmission Provider,or a combination of the two.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 voltage
support in lieu of the power system stabilizer and automatic voltage regulation at
the generator excitation system if the System Impact Study shows this to be
required for system safety or reliability.
iii.Supervisory Control and Data Acquisition (SCADA)Capability
The wind plant shall pro-ide SCADA capability to transmit data and receive
instructions from the Transmission Pro-ider to protect system reliability.The
Transmission Provider 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
Shirtey Basin |--------
¡
¡Collector Circuits 1
\ࢢ'SevenMile Hill
1 i
34 5 kV I
Q409CFreezeoutLargeSubstationGenerating
Facility
2 5 MIIes
|
Transmission
Provider's
InterconnectionstandpipeFacilities(plUS 375Miles
-3 Generator Meters)
Pontof interCOnnectlOn
change of Customer'sowne'''""Interconnection
Facilities
230 kV
Co lec or C rcu is i
Generating
l Facility
Ge er ng
L4a09B
Facility v c,Generating
FacilityCollectorCircultsMai
i coggr cyg s
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.
QO409 Collector Station 2
Interconnection Customer to be Responsible For the Following:
Design,procure and construct all facilities required for Q0409
collector substation 2 except for those commonfacilities/components indicated as designed,procured or
constructed by the Transmission Provider.
Provide CDEGS analysis and reports to the Transmission Provider
which indicates that the Interconnection Customer's collector
substation site 2 has been designed to meet safe step and touchpotentialrequirements.
Install 230kV,2000A circuit breakers to connect to the 230kV
transmission line network that connects collector substation
2,3 and 4.
Provide collector substation 2 circuit breaker specifications
to the Transmission Provider for review to ensure the breakers
are compatible with the Transmission Provider's protection and
control design.
Provide a separate graded,grounded and fenced area along theperimeterofeachofthecollectorsubstationsforthe
Transmission Provider to install a control house.The area will
share a fence and be connected to each of the respective
collector substations and have separate,unencumbered access
for the Transmission Provider.The control house will contain
any required metering,protection,SCADA and communicationsequipment.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 to 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 each of the
Interconnection Customer's collector substation 2:
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 Wind speed
Status:
o 230 kV breaker 1
o 230 kV breaker 2
o 230 kV circuit switcher
o 34.5 kV main breaker
o 34.5 kV collector circuit breaker 1
o 34.5 kV collector circuit breaker 2
o 34.5 kV collector circuit breaker 3
o 34.5 kV collector circuit breaker 4
o Relay Alarm
Design,procure,install and own a fiber optic cable system
between the collector substations.Route the cable into each
of the Transmission Provider's collector substation control
buildings in an underground raceway.The raceway will terminate
in a fiber optic patch panel.All fiber optic cable and
communications equipment between the collector stations will
be owned and maintained by the Interconnection Customer.
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 communicationspath,for retail sales and generation accounting via the MV-90
translation system.This may be provided utilizing the
Transmission Providers digital communication system.
Perform end to end check out of the fiber optic cable from thepatchpanelsateachofthecollectorsubstationstothepatchpanellocatedatthePointofInterconnectionsubstation.
Transmission Provider to be Responsible For the Following:
Review the Interconnection Customer's circuit breakerspecificationstoensurecompatibilitywiththeTransmission
Provider's protection and control design.
Install a control house in each of the collector substations
at an Interconnection Customer supplied graded,grounded and
fenced area.A list of the major equipment required is as
follows:
o 3 -230kV,CT/PT combined metering unit
o 2 -230kV,switch,meter disconnect,group operated
o 1 -Control house
o 1 -125VDC battery bank with charger
a Design,procure,install,own,and maintain an RTU atthe Q0409
collector substation 2 in the Transmission Provider's control
house.
Design,procure,install,own and maintain DMX fiber nodes andmultiplexintheeachoftheTransmissionProvider's control
house.
Provide a list of data inputs and outputs required forprotection,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 SCADA
metering data terminated at a metering interposition block.
Design,procure and own the interconnection revenue metering
system including the instrument transformers,metering panels,junction boxes 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.
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 Stations.
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 Q409 Project.
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 GFLGIA
Facility Interconnectïon Requirements for Transmission Systems