20150812AVU to Staff 40 Attachment A.pdf

COLUMBIAGRID

PLANNING AND EXPANSION
FUNCTIONAL AGREEMENT

January 17, 2007

Staff_PR_040 Attachment A Page 1 of 98
CONTENTS
1. Definitions.......................................................................................................................... 2
2. Biennial Transmission Plans and Updates....................................................................... 10
2.1 Adoption of Plans ................................................................................................ 10
2.2 Content of Draft Biennial Plans........................................................................... 10
2.3 Content of Biennial Plans .................................................................................... 11
2.4 Adoption of Plan Updates.................................................................................... 11
3. Plan Methodology............................................................................................................ 11
4. ColumbiaGrid Planning Process Requirements............................................................... 12
4.1 Duty to Cooperate................................................................................................ 12
4.2 Coordinated, Open, and Transparent Nature of Process...................................... 12
4.3 Notice to Potentially Interested Persons .............................................................. 13
4.4 Use of Study Teams............................................................................................. 13
4.5 Development of Protocol for Communications With and Receiving Input
from States and Tribes......................................................................................... 13
4.6 ColumbiaGrid Development of WECC Submittals............................................. 13
4.7 Third Person Access to ColumbiaGrid Data and Analysis.................................. 14
5. Commitment to Move to Common Queue and Explore Other Improvements................ 14
6. Offer and Execution of Facilities Agreements; Other Agreements................................. 14
6.1 Agreements to Effectuate Approved EOPs.......................................................... 14
6.2 Tender and Execution of Form of Facilities Agreements for EOPs.................... 15
6.3 Facilities Petitions for EOPs................................................................................ 16
6.4 Waiver of Standing Arguments ........................................................................... 16
6.5 Prosecution of Facilities Petition Intervention..................................................... 17
6.6 Good Faith Efforts to Renegotiate Sections 6.2, 6.3, and 6.5.............................. 17
7. Regional and Interregional Transmission Coordination.................................................. 17
8. Payment............................................................................................................................ 17
8.1 Maximum Total Payment Obligation .................................................................. 17
8.2 Allocation of Corporate Overhead....................................................................... 18
8.3 Payor’s Payment Obligation................................................................................ 18
8.4 Allocation of the Payment Amount ..................................................................... 18
8.5 Allocation of Subsequent Payment Amounts and Allocated Shares for
Subsequent Invoices in the Event of a New Payor .............................................. 20
8.6 Allocation of Subsequent Payment Amounts and Allocated Shares for
Subsequent Invoices in the Event of Withdrawal of a Payor Because of an
Adjustment to the Maximum Total Payment Obligation..................................... 20
8.7 Notice of Adjustment of Maximum Payor Obligations....................................... 21
8.8 Invoices................................................................................................................ 21
8.9 Use of Funds........................................................................................................ 23
8.10 Other Terms......................................................................................................... 23
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9. Budgets ............................................................................................................................ 23
9.1 Rolling Annual Budget........................................................................................ 23
9.2 ColumbiaGrid General Record-Keeping ............................................................. 23
9.3 Documentation of Costs Attributable to Specific Project.................................... 23
9.4 Annual Financial Reporting................................................................................. 24
9.5 Audit of ColumbiaGrid Records.......................................................................... 24
10. Standards of ColumbiaGrid Performance........................................................................ 24
11. Authorization for ColumbiaGrid to Perform Obligations Under This Agreement.......... 24
12. Limitation of Liability Among Planning Parties ............................................................. 24
13. Insurance, Indemnification, and Limitations of Liability................................................ 24
13.1 Insurance; Waiver of Subrogation Rights............................................................ 25
13.2 ColumbiaGrid’s Obligation to Notify Planning Parties with Respect to
Insurance.............................................................................................................. 25
13.3 First Party Claims ................................................................................................ 25
13.4 Third Person Claims ............................................................................................ 26
13.5 Inaccurate or Incomplete Data or Information..................................................... 27
13.6 Limitation of Damages ........................................................................................ 27
14. Uncontrollable Force ....................................................................................................... 27
15. Assignments and Conveyances........................................................................................ 28
15.1 Successors and Assigns........................................................................................ 28
15.2 Assignment of ColumbiaGrid’s Rights and Obligations..................................... 28
15.3 Assignment of a Planning Party’s Rights and Obligations.................................. 28
15.4 Assignment of Facilities ...................................................................................... 28
15.5 Effect of Permitted Assignment........................................................................... 28
15.6 Consent Not Unreasonably Denied or Delayed................................................... 28
16. Confidentiality Obligations.............................................................................................. 29
16.1 Protection of Confidential Information................................................................ 29
16.2 Protection of Critical Energy Infrastructure Information .................................... 29
16.3 Disclosure Pursuant to Statute or Administrative or Judicial Order.................... 29
16.4 Disclosure of Information Subject to Standards of Conduct ............................... 30
17. Effective Date .................................................................................................................. 30
17.1 Original Parties .................................................................................................... 30
17.2 Subsequent Planning Parties................................................................................ 30
17.3 Regulatory Filings, if Any ................................................................................... 30
18. Withdrawal....................................................................................................................... 30
18.1 Notice of Potential Withdrawal ........................................................................... 30
18.2 Discussion of Concerns........................................................................................ 30
18.3 Notice of Withdrawal........................................................................................... 31
18.4 Effect of Default .................................................................................................. 31
18.5 Rescission of Notice of Withdrawal .................................................................... 31
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18.6 Accelerated Withdrawal....................................................................................... 32
19. Miscellaneous .................................................................................................................. 32
19.1 Notices ................................................................................................................. 32
19.2 Amendment or Modification................................................................................ 34
19.3 Construction of Agreement.................................................................................. 34
19.4 Integration............................................................................................................ 34
19.5 Existing Agreements Preserved........................................................................... 34
19.6 Governing Law .................................................................................................... 34
19.7 Equitable Relief ................................................................................................... 35
19.8 Singular and Plural; Use of “Or” ......................................................................... 35
19.9 Headings for Convenience Only.......................................................................... 35
19.10 Relationship of the Parties................................................................................... 35
19.11 No Third Person Beneficiaries............................................................................. 35
19.12 No Dedication of Facilities.................................................................................. 35
19.13 Nonwaiver............................................................................................................ 36
19.14 Further Actions and Documents .......................................................................... 36
19.15 Counterparts......................................................................................................... 36
19.16 No Expansion of Commission Authority............................................................. 36
19.17 Representation of Qualified Person Status .......................................................... 36
19.18 Representation of Authority................................................................................. 36
19.19 Planning Parties Records and Information Sharing............................................. 36
19.20 Other Reports....................................................................................................... 37
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APPENDIX A PLANNING PROCESS........................................................................... 1
1. On-Going Planning Activities; Iterative Process; Interim Approval................................. 1
2. Planning Criteria................................................................................................................ 1
3. System Assessment Report and Need Statements............................................................. 1
4. Study Teams....................................................................................................................... 3
5. Development of EOPs After Development of Needs Statements...................................... 4
5.1 Formation of Study Teams..................................................................................... 4
5.2 Elements of an EOP............................................................................................... 4
5.3 Non-Transmission Alternatives............................................................................. 4
5.4 Completion of a Proposed EOP............................................................................. 5
6. Requested Service Projects................................................................................................ 5
6.1 Receipt of Transmission Service or Interconnection Request............................... 5
6.2 Requested Service Assessment; Formation of Study Teams................................. 5
6.3 Elements of a Requested Service Project............................................................... 6
6.4 Completion of a Proposed Requested Service Project........................................... 6
7. Single System Projects....................................................................................................... 7
7.1 Notification of Single System Projects.................................................................. 7
8. Capacity Increase Projects................................................................................................. 8
8.1 Notification of Capacity Increase Projects ............................................................ 8
8.2 Formation of Study Team...................................................................................... 8
8.3 Elements of Capacity Increase Project .................................................................. 8
8.4 Request for Cost Allocation for Capacity Increase Project ................................... 8
9. Expanded Scope Projects................................................................................................... 8
9.1 Assessing Interest in Expanding the Scope of Project........................................... 8
9.2 Formation of Study Team...................................................................................... 9
9.3 Completion of a Proposed Expanded Scope Project.............................................. 9
10. Process for Adoption of Plans............................................................................................ 9
10.1 Draft Plan............................................................................................................... 9
10.2 Review Process.................................................................................................... 11
10.3 Basis for Plan Adoption....................................................................................... 11
10.4 Plan Adoption ...................................................................................................... 11
11. Initial Steps; Compilation of Existing Planning Documents........................................... 14

APPENDIX B PRO FORMA FACILITIES AGREEMENT
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COLUMBIAGRID

PLANNING AND EXPANSION FUNCTIONAL AGREEMENT

RECITALS
A. ColumbiaGrid is intended to promote, in the public interest, coordinated and
reliable planning, expansion, and operation of the interconnected transmission systems in the
Pacific Northwest, taking into consideration environmental concerns, regional interests, and cost-
effectiveness.
B. This functional agreement (“Agreement”) is intended to support and facilitate
multi-system planning through a coordinated, open, and transparent process and is intended to
facilitate transmission expansion based upon such planning. This public planning process is
open to all interested persons.
C. ColumbiaGrid will prepare biennial transmission plans based on the principle of
single-utility planning that, over a ten-year planning horizon, is intended to identify and resolve
projected needs on the transmission systems of parties to this Agreement for serving existing
long-term firm transmission obligations. ColumbiaGrid will facilitate an open and transparent
planning process designed to promote consensus among affected entities to address such
projected needs that affect more than one transmission system. If such consensus is not reached,
ColumbiaGrid staff will propose transmission projects to resolve projected needs, including cost
and benefit allocation, and submit such transmission projects to the ColumbiaGrid Board for
approval.
D. ColumbiaGrid will assume the obligations of Northwest Area Coordinator for
submissions of planning data to the Western Electric Coordinating Council on behalf of the
parties to this Agreement, and may also play an informational role in other regional transmission
planning committees and work groups.
E. The ColumbiaGrid transmission project planning process will incorporate the
effect of non-transmission alternatives that are sponsored by the transmission system owners or
operators that are parties to this Agreement and that delay or eliminate the need for transmission
projects on such systems.
F. The ColumbiaGrid planning process and biennial plans will also address
transmission projects needed to serve new transmission and interconnection requests to the
transmission system owners or operators that are parties to this Agreement and address
expansions sponsored by such parties. The biennial plans will also list transmission projects
developed by individual parties to the Agreement to address deficiencies affecting only their
individual transmission systems.
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AGREEMENT

THIS PLANNING AND EXPANSION FUNCTIONAL AGREEMENT is entered into as
of January 17, 2007 by and among Avista Corporation; the Bonneville Power Administration
(“Bonneville”); Public Utility District No. 1 of Chelan County, Washington; Public Utility
District No. 2 of Grant County, Washington; Puget Sound Energy, Inc.; the City of Seattle, a
municipal corporation of the State of Washington, acting by and through its City Light
Department; Public Utility District No. 1 of Snohomish County, Washington; the City of
Tacoma, Department of Public Utilities, Light Division (dba Tacoma Power); and
ColumbiaGrid, a Washington state nonprofit corporation.
1. Definitions
1.1 “Affected Persons” with respect to a Project means those Planning Parties and
Persons that would bear Material Adverse Impacts from such Project or are otherwise materially
affected by such Project.
1.2 “Agreement Limiting Liability Among Western Interconnected Systems” or
“WIS Agreement” means at any time the Agreement Limiting Liability Among Western
Interconnected Systems as it may have then been amended.
1.3 “Allocated Share” with respect to each Payor means at any time the percentage
for such Payor as determined by ColumbiaGrid pursuant to the formula set forth in section 8.4,
as such percentage may have then been adjusted pursuant to sections 8.5 or 8.6; provided, that
the Allocated Share of any New Payor of any Invoice submitted to such New Payor pursuant to
section 8.8.3 shall be equal to the $10,000 amount of such Invoice.
1.4 “Biennial Plan” means each biennial transmission plan adopted by the Board
pursuant to section 2. A “Draft Biennial Plan” refers to a draft of a Biennial Plan presented by
Staff to the Board for adoption pursuant to section 2 but not yet adopted by the Board.
1.5 “Board of Directors” or “Board” means the Board of Directors of ColumbiaGrid.
1.6 “Bylaws” means the then current bylaws of ColumbiaGrid.
1.7 “Capacity Increase Project” means a voluntary modification of the Regional
Interconnected Systems that is
(i) for the purpose of increasing transmission capacity on the Regional
Interconnected Systems;
(ii) voluntarily undertaken by one or more Planning Parties; and
(iii) not an Existing Obligation Project or Requested Service Project.
A “Proposed Capacity Increase Project” means a proposal for a Capacity Increase Project at such
time as it is being discussed in the planning process, whether that be for purposes of identifying
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unmitigated Material Adverse Impacts of such Project or for purposes of developing the Project
under section 8 of Appendix A.
1.8 “Claims Committee” means a committee established pursuant to section 13.4 of
this Agreement upon the receipt of a claim or prior to such time.
1.9 “Commission” means the Federal Energy Regulatory Commission or any
successor entity.
1.10 “Confidential Information” shall mean: all information, regardless of the manner
in which it is furnished, marked as “Confidential Information” at the time of its furnishing;
provided that Confidential Information shall not include information: (1) in the public domain or
generally available or known to the public; (2) disclosed to a recipient by a Third Person who
had a legal right to do so; (3) independently developed by the receiving Party or known to such
Party prior to its disclosure under this Agreement; (4) information that is normally disclosed by
entities in the Western Interconnection without limitation; (5) disclosed in aggregate form; or (6)
required to be disclosed without a protective order or confidentiality agreement by subpoena, law
or other directive of a court, administrative agency or arbitration panel.
1.11 “CPI Index/GNP Deflator” means the Consumer Price Index for Portland,
published monthly by the U.S. Department of Labor, Bureau of Labor Statistics, or, if the U.S.
Department of Labor discontinues the publication of the CPI Index, or alters the same in some
other material manner, then a substitute index or substitute procedure as selected by
ColumbiaGrid that reasonably reflects and monitors changes in consumer prices similar to the
altered or discontinued index.
1.12 “Critical Energy Infrastructure Information” or “CEII” means information as
defined in 18 C.F.R. § 388.113(c), as may be amended from time to time, about existing and
proposed systems or assets, whether physical or virtual, relating to the production, generation,
transportation, transmission, or distribution of energy that could be useful to a person in planning
an attack on such systems or assets, the incapacity or destruction of which would negatively
affect security, economic security, or public health or safety.
1.13 “Designated Person” with respect to a form of Facilities Agreement means each
of the Persons designated as such pursuant to section 6.1 by ColumbiaGrid in such form.
1.14 “Effective Date” means the date this Agreement becomes effective as set out in
section 17.
1.15 “Electric System” has the meaning given for the words “electric system” in the
WIS Agreement and means (a) electric distribution facilities or (b) generation facilities or
(c) transmission facilities, or any combination of the three, and includes transmission lines,
distribution lines, substations, switching stations, generating plants, and all associated equipment
for generating, transmitting, distributing or controlling flow of power. The Electric System of a
Person includes the facilities of another entity operated or controlled by such Person. “Electric
System” includes any devices or equipment (1) by which information is originated on an electric
system or by the Person operating such system, (2) by which such information is transmitted, and
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(3) by which such information is received either for information or for operation of a system,
whether by the originating system or by another system.
1.16 “Existing Obligation Project” or “EOP” means any modification to be made to the
Regional Interconnected Systems that is
(i) for the purpose of meeting a Need on a TOPP’s system;
(ii) not a Single System Project; and
(iii) approved by the Board and included as an EOP in a Plan.
A “Proposed Existing Obligation Project” or “Proposed EOP” means a proposal for an EOP at
such time as it is being proposed in the planning process; a “Recommended Existing Obligation
Project” or “Recommended EOP” means a recommendation, developed by the agreement of
Affected Persons pursuant to section 5 of Appendix A, for an EOP that is included as such in a
Draft Biennial Plan or Draft Plan Update; a “Staff-Recommended Existing Obligation Project”
or “Staff-Recommended EOP” means a recommendation, made by Staff pursuant to section 5.4
of Appendix A, for a Near-Term Existing Obligation Project that is included as such in a Draft
Biennial Plan or Draft Plan Update.
1.17 “Expanded Scope Project” means any Project that is expanded pursuant to
section 9 of Appendix A.
1.18 “Facilities Agreement” means an agreement tendered by ColumbiaGrid to
Designated Parties for purposes of effectuating an EOP pursuant to section 6.
1.19 “Facilities Petition” means, with respect to an Existing Obligation Project, a
petition by a Planning Party or any other Person to the Commission seeking relief in respect of a
refusal or failure, by any Designated Person(s) that is named as a party in the form of Facilities
Agreement for such Existing Obligation Project and is tendered such form pursuant to
section 6.2, to enter into such agreement or to build or pay for the facilities identified in such
Facilities Agreement in accordance with the terms thereof.
1.20 “Facilities Petition Intervention” means, with respect to a Facilities Petition, an
intervention by ColumbiaGrid in the Commission proceeding in which such Facilities Petition
has been filed; provided that any Planning Party may intervene in a proceeding with respect to a
Facilities Petition.
1.21 “Interested Person” means any Person who has expressed an interest in the
business of ColumbiaGrid and has requested notice of its public meetings. Such Interested
Persons will be identified on the Interested Persons list compiled by ColumbiaGrid in accordance
with Section 4.2 of the ColumbiaGrid Bylaws.
1.22 “Invoice” means an invoice submitted by ColumbiaGrid to all Payors (or to a
New Payor) pursuant to section 8.8 for services rendered and corporate overhead under
section 8.2.
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1.23 “Material Adverse Impacts” with respect to a Project means a reduction of
transmission capacity on a transmission system (or other adverse impact on such transmission
system that is generally considered in transmission planning in the Western Interconnection) due
to such Project that is material, that would result from a Project, and that is unacceptable to the
Person that owns or operates such transmission system. For purposes of this Agreement,
Material Adverse Impacts of a Project are considered mitigated if there would not be any
Material Adverse Impacts due to such Project.
1.24 “Maximum Payor Obligation” for each Payor means the maximum total of
Payment Amounts (specifically excluding any interest such Payor is obligated to pay under
section 8.8.6.3 due to such Payor’s failure to pay its Allocated Share of a Payment Amount when
due) such Payor is obligated to pay under section 8.3 of this Agreement.
1.25 “Maximum Total Payment Obligation” means the maximum total of Payment
Amounts (specifically excluding any interest any Payor is obligated to pay under section 8.8.6.3
due to such Payor’s failure to pay its Allocated Share of a Payment Amount when due), which
maximum total, for each Payment Cycle, is the sum to be provided to ColumbiaGrid in the
aggregate by the Payors. The Maximum Total Payment Obligation equals
(i) an amount equal to $4,200,000 for a Payment Cycle, as such
amount may be adjusted by the CPI/GNP Deflator pursuant to section 8.1.2, or
(ii) such other amount for a Payment Cycle as may be required
pursuant to section 8.1.3, as such amount may be subsequently adjusted by the
CPI/GNP Deflator pursuant to section 8.1.2;
provided that in the event the first Payment Cycle is less than two fiscal years to allow for the
alignment of the Payment Cycle and Planning Cycle and to allow Payment Cycles after the first
Payment Cycle to commence at the beginning of a ColumbiaGrid fiscal year, the Maximum
Total Payment Obligation for the first Payment Cycle shall be prorated to reflect the actual
length of the first Payment Cycle.
1.26 “Near-Term Existing Obligation Project” or “Near-Term EOP” means, at any
time, an Existing Obligation Project that must be commenced prior to the end of the then next
Planning Cycle in order to have sufficient lead time for implementation to meet the Need giving
rise to such Existing Obligation Project.
1.27 “Need” means any projected inability of a Transmission Owner or Operator
Planning Party (anticipated to occur during the Planning Horizon) to serve, consistent with the
Planning Criteria,
(i) its network load and native load customer obligations, if any, as
those terms are defined in such Transmission Owner or Operator Planning Party’s
Open Access Transmission Tariff; and
(ii) other existing long-term firm transmission obligations.
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1.28 “Need Statement” means, with respect to a Need, a statement developed by Staff
pursuant to section 3 of Appendix A and included for informational purposes in a Plan. A “Draft
Need Statement” means a proposal for a Need Statement presented by Staff to the Board for
review and comment.
1.29 “New Payor” means a Qualified Person that enters into this Agreement, and
thereby becomes a Planning Party, subsequent to the Effective Date by executing a counterpart
of this Agreement and delivering it to each Party; provided that a consortium of similarly
situated Planning Parties, none of which operates a control area, may elect at the time they enter
into this Agreement to be designated as a single Payor and shall thereby become jointly and
severally liable for the Payment Cycle fixed payment amount (of $50,000) pursuant to
section 8.4 and the New Payor fee (of $10,000) pursuant to section 8.8.3.
1.30 “Non-Transmission Alternative” means a non-transmission alternative that
ColumbiaGrid has determined (i) results in the elimination or delay of a Need, (ii) results in a
change in the loads or resources to be reflected in the system assessments, and (iii) is sponsored
by one or more TOPPs. Examples of such alternatives that may constitute Non-Transmission
Alternatives may include demand-side load reduction programs, peak-shaving projects, and
distributed generation. The following examples are specifically excluded from Non-
Transmission Alternatives: remedial action schemes, shunt capacitors, and reconductoring.
1.31 “Open Access Transmission Tariff” or “OATT” means, for each Transmission
Owner or Operator Planning Party, such Transmission Owner or Operator Planning Party’s open
access transmission tariff and, if such Transmission Owner or Operator Planning Party does not
have such a tariff, the Commission’s pro forma open access transmission tariff.
1.32 “Pacific Northwest” means the (i) sub region within the Western Interconnection
comprised of Alberta, British Columbia, Idaho, Montana, Nevada, Oregon, Utah, Washington,
and Wyoming and (ii) any portions of the area defined in 16 U.S.C. § 839a(14) that are not
otherwise included in (i).
1.33 “Party” means a signatory to this Agreement.
1.34 “Payment Amount” means the total amount of payment to be provided to
ColumbiaGrid by the Payors (or by a New Payor(s)) in the aggregate pursuant to section 8.3 in
response to an Invoice.
1.35 “Payment Cycle” means each period of two consecutive ColumbiaGrid fiscal
years for which the budget for provision of services under this Agreement is to be prepared;
provided that ColumbiaGrid shall endeavor to align its Planning Cycle with its Payment Cycle;
provided further that the first Payment Cycle may be for a period less than two such fiscal years
to allow for alignment of the Payment Cycle and Planning Cycle and to allow each Payment
Cycle after the first Payment Cycle to commence at the beginning of a ColumbiaGrid fiscal year.
For purposes of this Agreement, a fiscal year shall be a twelve-month period.
1.36 “Payor” means each Planning Party; provided that a consortium of similarly
situated Planning Parties, none of which operates a control area, may elect at the time they enter
into this Agreement to be designated as a single Payor and shall thereby become jointly and
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severally liable for the Payment Cycle fixed payment amount (of $50,000) pursuant to
section 8.4 and the New Payor fee (of $10,000) pursuant to section 8.8.3; provided further that
each such Planning Party shall otherwise be a separate Planning Party under this Agreement.
1.37 “Person” means an individual, corporation, cooperative corporation, municipal
corporation, quasi-municipal corporation, joint operating entity, limited liability company,
mutual association, partnership, limited partnership, limited liability partnership, association,
joint stock company, trust, unincorporated organization, government entity or political
subdivision thereof (including a federal power marketing administration), or organization
recognized as a legal entity by law in the United States or Canada.
1.38 “Plan” means at any time the then current Biennial Plan, as then revised by any
Plan Updates. A “Draft Plan” refers to a Draft Biennial Plan or a Draft Plan Update.
1.39 “Plan of Service” means the technical modifications to the Regional
Interconnected Systems to be effected by a Project.
1.40 “Plan Update” means an update to the then current Plan adopted by the Board
pursuant to section 2.4. A “Draft Plan Update” means a plan update presented by Staff to the
Board for adoption but not yet adopted by the Board.
1.41 “Planning Criteria” means the then current planning standards that ColumbiaGrid
shall apply, as provided in section 2 of Appendix A, in any system assessment, System
Assessment Report, or Needs Statement.
1.42 “Planning Cycle” means a period of approximately 24 months during which a
Draft Biennial Plan is to be prepared and presented to the Board for adoption and during which a
Biennial Plan is to be subsequently adopted by the Board.
1.43 “Planning Horizon” means, with respect to any Biennial Plan (or Plan Update),
the period for which the system assessment for such Biennial Plan (or Plan Update) is made,
which period shall be the longer of (i) ten years or (ii) the planning period required by the
Commission in its pro forma OATT, as it may be amended from time to time.
1.44 “Planning Party” means each Party other than ColumbiaGrid.
1.45 “Project” means any of the following (including any expansion in the Plan of
Service therefor pursuant to section 9 of Appendix A) included in a Plan: (i) Capacity Increase
Project, (ii) Existing Obligation Project, (iii) Requested Service Project, or (iv) Single System
Project.
1.46 “Qualified Person” means (i) a Person that operates or proposes to operate an
Electric System in the Pacific Northwest or (ii) a Person that has an obligation under state,
provincial, or federal law to engage in transmission planning or expansion activities in the
Pacific Northwest.
1.47 “Regional Interconnected Systems” or “RIS” means the interconnected
transmission systems in the Pacific Northwest.
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1.48 “Remaining Maximum Total Payment Obligation” means, at any time during the
Term, the amount of Maximum Total Payment Obligation for which Invoices have not been
issued. Upon the addition of a New Payor, the Remaining Maximum Total Payment Obligation
shall equal the Maximum Total Payment Obligation minus the sum of (i) the aggregate of all
Invoices as of the date the New Payor executes and delivers this Agreement to each Party plus
(ii) the Payment Amount requested by the Initial Invoice to such New Payor pursuant to
section 8.8.3.
1.49 “Requested Service Assessment” means, with respect to a request to a TOPP for
study related to a transmission service or interconnection, an assessment of the effect of such
request on such TOPP’s Transmission System and on other transmission systems.
1.50 “Requested Service Project” means any modification of the Regional
Interconnected Systems that
(i) is for the purpose of providing service pursuant to a transmission
service or interconnection request made to a TOPP; and
(ii) involves more than one Transmission System.
A “Proposed Requested Service Project” means a proposal for a Requested Service Project at
such time as it is being proposed in the planning process under this Agreement; a
“Recommended Requested Service Project” means a recommendation for a Requested Service
Project that is developed by the agreement of Affected Persons and that is included in a Plan; a
“Staff-Recommended Requested Service Project” means a recommendation by the Staff for a
Requested Service Project following the inability of Affected Persons to reach agreement in a
timely manner on a Recommended Requested Service Project.
1.51 “Single System Project” means any modification of a single Transmission System
that
(i) is for the purpose of meeting a Need that impacts only such single
Transmission System;
(ii) does not result in Material Adverse Impacts on any transmission
system; and
(iii) is included as a Single System Project in a Plan.
1.52 “Staff” means the ColumbiaGrid staff, officers, or consultants hired or retained by
ColumbiaGrid to perform the Staff’s responsibilities under this Agreement. The activities of
Staff under this Agreement will be performed under the supervision and guidance of the
ColumbiaGrid Board.
1.53 “Study Team” with respect to a Project being defined means a team that is
comprised of ColumbiaGrid and the following that choose to participate in such team: (i) any
Planning Parties, (ii) any Affected Persons identified with respect to such Project, and (iii) any
Interested Persons; provided that the Study Team for a Requested Service Project shall include
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only ColumbiaGrid and Affected Persons identified with respect to such Project. The Study
Team for an Existing Obligation Project will develop solution(s) to meet the Need giving rise to
such Existing Obligation Project. The Study Team for a Requested Service Project will develop
a Project to serve the request giving rise to such Requested Service Project. The Study Team for
any other Project will assist in either the identification or mitigation of Material Adverse
Impacts, if any, resulting from such Project or, depending upon the type of Project and the
election of the Project sponsor(s), participate in the planning of such Project.
1.54 “Supporting Planning Parties” for an EOP means: (i) all Planning Parties that
have not opted pursuant to section 6.3 to institute, or that do not intervene on their own behalf in,
a Commission proceeding on a Facilities Petition with respect to such EOP.
1.55 “System Assessment Report” means each system assessment report developed by
Staff pursuant to section 3 in Appendix A.
1.56 “Third Person” means any Person other than a Party.
1.57 “Transmission Owner or Operator Planning Party” or “TOPP” means a Party that
is a transmission owner or operator.
1.58 “Transmission System” means the transmission facilities in the Pacific Northwest
owned or operated by a Transmission Owner or Operator Planning Party.
1.59 “Uncontrollable Force” means any act or event that delays or prevents a Party
from timely performing obligations under this Agreement, including an act of God, strike, lock-
out, labor dispute, labor disturbance, act of the public enemy, act of terrorism, war, insurrection,
riot, fire, storm or flood, earthquake, explosion, accident to or breakage, failure or malfunction of
machinery or equipment, any curtailment, order, regulation or restriction imposed by
governmental, military or lawfully established civilian authorities (other than, as to its own
performance, by such Party that is a federal power marketing administration, municipal
corporation or other federal, tribal or state governmental entity or subdivision thereof), or any
other cause beyond such Party’s reasonable control and to the extent without such Party’s fault
or negligence. Economic hardship shall not constitute an Uncontrollable Force under this
Agreement.
1.60 “Voting Payor” means, as of the time of any request for a modification of the
Maximum Total Payment Obligation pursuant to section 8.1.3, each Payor that is then a Party to
this Agreement (and has not then given notice of withdrawal pursuant to section 18.3 and is not
then deemed to have given notice of withdrawal pursuant to section 18.4).
1.61 “Website” means the website maintained by ColumbiaGrid at
www.columbiagrid.org.
1.62 “Western Electricity Coordinating Council” or “WECC” means the Western
Electricity Coordinating Council or any successor entity.
1.63 “Willful Action” means an action taken or not taken by a Party, which action is
knowingly or intentionally taken or failed to be taken, with intent that injury or damage would
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result therefrom or which action is wantonly reckless. Willful Action does not include any act or
failure to act which is involuntary, accidental, negligent, or grossly negligent.
1.64 “WIS Agreement”: see definition 1.2 above.
2. Biennial Transmission Plans and Updates
2.1 Adoption of Plans
Each Planning Cycle, ColumbiaGrid shall develop and review a Draft Biennial Plan and
shall adopt, by majority vote of the Board, a Biennial Plan. The first Biennial Plan will be
adopted as soon as practicable but in no event later than 30 months after the Effective Date. The
planning process to be followed under this Agreement by the Parties is more fully described in
Appendix A.
2.2 Content of Draft Biennial Plans
Each Draft Biennial Plan shall include the following elements:
(i) System Assessment Report(s) and Need Statement(s) that have
been previously submitted by Staff to the Board;
(ii) Recommended Near-Term EOP(s), other Recommended EOP(s)
that are ready for implementation pursuant to the agreement of the Affected
Persons identified by ColumbiaGrid, and Staff-Recommended EOP(s);
(iii) Recommended Requested Service Project(s) and Staff-
Recommended Requested Service Project(s);
(iv) Capacity Increase Project(s) that have been submitted for inclusion
in the Biennial Plan by the Planning Party (or Planning Parties) sponsoring such
Project(s);
(v) Single System Project(s) on a Transmission System that have been
submitted for inclusion in the Biennial Plan by the TOPP that owns or operates
such system;
(vi) Expanded Scope Project(s) that are ready for implementation
pursuant to the agreement of the Project sponsor(s) and other Affected Persons
that are Planning Parties;
(vii) Non-Transmission Alternatives; and
(viii) Other information included for informational purposes, for
example, (a) the status of agreement among Affected Persons with respect to any
Project; (b) a description of the extent to which any Project is an Expanded Scope
Project; (c) information regarding any Project for which planning through
ColumbiaGrid is underway but which is not yet ready for implementation; (d) any
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Project for which planning is still at a conceptual or preliminary stage; and (e)
disposition or status of any Project included in the prior Plan.
2.3 Content of Biennial Plans
Each Biennial Plan shall include the following elements:
2.3.1 as approved by the Board—
(i) EOP(s); and
(ii) Requested Service Project(s);
2.3.2 included for informational purposes—
(i) System Assessment Report(s);
(ii) Need Statement(s);
(iii) Capacity Increase Project(s);
(iv) Single System Project(s);
(v) Expanded Scope Project(s);
(vi) Non-Transmission Alternative(s); and
(vii) Such other information that the Board finds appropriate for
inclusion in the Biennial Plan for informational purposes.
2.4 Adoption of Plan Updates
If at any time ColumbiaGrid determines that changes in planning assumptions or other
conditions require the definition and approval of a Near-Term EOP or Requested Service Project,
or otherwise make a Plan Update appropriate, prior to the adoption of the next Biennial Plan in
order for there to be sufficient lead time for implementation, Staff shall develop and the Board
shall consider for adoption, a Plan Update of the then current Plan to address such planning
assumptions or other conditions. Any Plan Update shall to the extent practicable be based on the
then most current assumptions and conditions. After adoption of a Biennial Plan or Plan Update,
ColumbiaGrid shall provide all Study Team participants with a copy thereof, and post such
Biennial Plan or Plan Update on its Website.
3. Plan Methodology
In developing each Plan, ColumbiaGrid will conduct such activities consistent with this
Agreement and will endeavor to:
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(i) facilitate analysis of Projects as if a single utility owned all
relevant generating, transmission, and distribution facilities to enhance efficiency
and reduce duplication of facilities, environmental impacts, and costs;
(ii) model and study the RIS facilities through a system assessment
and other analyses assuming all such facilities are available for Projects;
(iii) recognize each TOPP’s responsibility for planning Projects on its
Transmission System and responsibility for the planning necessary for its Single
System Projects and service of its local loads from its Transmission System;
(iv) coordinate with the planning activities of other sub regional and
regional planning entities; and
(v) with respect to Non-Transmission Alternatives, defer to the
development of such alternatives in other appropriate forums and limit analysis of
such alternatives to analysis of whether a TOPP-proposed Non-Transmission
Alternative will meet or defer a Need.
4. ColumbiaGrid Planning Process Requirements
4.1 Duty to Cooperate
Each Planning Party shall cooperate with and support ColumbiaGrid in the
implementation of its responsibilities under this Agreement, which shall as applicable include
providing data relating to its Electric System or proposed Electric System and individual TOPP
planning criteria and performing technical studies regarding its Transmission System as it relates
to the RIS. Specifically, each Planning Party shall participate in, and support, ColumbiaGrid’s
performing annual system assessments and shall participate actively in the Study Teams that are
formed to address Needs or develop Projects for which such Planning Party is an Affected
Person. Each Planning Party performing studies contemplated under this Agreement shall keep
the Staff informed about those studies and seek the input of the Staff, as appropriate, and shall
provide the final studies to the Staff for the use of ColumbiaGrid. Nothing in this Agreement
shall prohibit a Planning Party from constructing a transmission facility or expanding its Electric
System in a manner that has not yet been reflected in a Plan; provided that nothing in this
Agreement shall preclude ColumbiaGrid from determining through a system assessment that
there are still unmet Needs notwithstanding any such facility or expansion or any other facility or
expansion. Nothing in this section is intended to prevent ColumbiaGrid from performing studies
as needed in accordance with Appendix A.
4.2 Coordinated, Open, and Transparent Nature of Process
ColumbiaGrid shall endeavor to implement the planning processes under this Agreement
in a coordinated, open, transparent, and participatory manner, subject to ColumbiaGrid’s
obligation to protect Confidential Information and CEII pursuant to this Agreement. This
process is not intended to create any Third Person remedies or rights as to the adequacy of
ColumbiaGrid’s processes or public review.
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4.3 Notice to Potentially Interested Persons
ColumbiaGrid in consultation with each Study Team shall endeavor to notify the
following Persons of the formation and scope of activities of such Study Team with respect to a
Project: (i) all Affected Persons with respect to such Project, (ii) all Persons potentially
interested in such Study Team, and (iii) the Interested Persons list, including Pacific Northwest
transmission owners and operators and State and Tribal representatives on the Interested Persons
list. ColumbiaGrid shall develop a protocol regarding procedures designed to identify and notify
States, including agencies responsible for facility siting, utility regulation, and general energy
policy, Tribes, and Pacific Northwest transmission owners and operators that are potentially
impacted by Needs or solutions regarding the activities of Study Teams addressing such Needs
or solutions. For example, the protocol should include a provision stating that at such time as it
becomes apparent to a Study Team that Tribal resources or lands may be impacted, the Study
Team should make a reasonable attempt to notify potentially impacted Tribes of its work.
ColumbiaGrid may work with the Planning Parties and Pacific Northwest Tribes to compile a
database of Tribal lands and culturally significant areas for use under such a protocol.
4.4 Use of Study Teams
ColumbiaGrid shall assemble Study Teams as more fully described in Appendix A. Such
Study Teams are intended to be the primary tool for participation by Planning Parties, Affected
Persons, and Interested Persons in the development of Projects defined and included in the Plan.
Study Team participants shall bear their own costs of participation. ColumbiaGrid may establish
terms and conditions it determines appropriate for participation by any Person in a Study Team,
including terms and conditions relating to protection of Confidential Information and CEII.
4.5 Development of Protocol for Communications With and Receiving Input
from States and Tribes
ColumbiaGrid shall develop a protocol to foster the collaborative involvement of States,
including agencies responsible for facility siting, utility regulation, and general energy policy,
and Tribes in the ColumbiaGrid planning process. Such protocol shall guide ColumbiaGrid’s
communications with such entities, and shall include provisions to keep such entities informed
regarding ColumbiaGrid’s activities.
4.6 ColumbiaGrid Development of WECC Submittals
ColumbiaGrid Staff shall, in consultation with each TOPP (and other Planning Parties as
appropriate), develop data submittals on behalf of such TOPP for WECC base case development
purposes (which is a task that Bonneville previously performed for many Northwest transmission
owners). Bonneville will transfer to ColumbiaGrid this coordinator function with respect to each
TOPP and assist, as determined by Bonneville and ColumbiaGrid, in the training of Staff to
perform this function. Each TOPP agrees to submit to ColumbiaGrid its underlying data for the
WECC submittals once this transfer has taken place. As with the Bonneville process, TOPPs
will have the opportunity to review proposed base cases during the normal WECC review
process.
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4.7 Third Person Access to ColumbiaGrid Data and Analysis
ColumbiaGrid shall develop, and revise as necessary, policies regarding the provision of
planning data or analysis to Third Persons subject to the appropriate treatment of Confidential
Information, information relating to Standards of Conduct matters, and CEII; provided that
ColumbiaGrid shall make clear on its Website and in other distributions that such data and
analysis is being provided as is and that any reliance by the user on such data or analysis is at its
own risk and, specifically, shall make clear (and shall require Third Persons receiving such data
or analysis from ColumbiaGrid to enter into separate contracts agreeing) that any such data or
analysis is not warranted by ColumbiaGrid or any Planning Party and that neither ColumbiaGrid
nor any Planning Party is responsible for any such data or analysis, for any errors or omissions in
such data, or for any delay or failure to provide any such data or analysis to such Third Persons.
5. Commitment to Move to Common Queue and Explore Other Improvements
It is the intent of the Parties to develop and adopt separate agreements or amendments to
this Agreement that are mutually agreeable to the Parties, pursuant to which a common queue for
requests for transmission service and interconnection to any of the TOPPs is implemented. The
Parties will endeavor to adopt such agreements or amendments and implement such a common
queue as soon as practicable after the Effective Date. The Parties recognize that implementation
of such a common queue will probably require modification of the Open Access Transmission
Tariffs of the TOPPS that have such OATTs.
ColumbiaGrid may explore improvements to the planning process set out in Appendix A
and recommend such improvements to the Planning Parties and recommend amendments to this
Agreement that would effectuate such improvements.
6. Offer and Execution of Facilities Agreements; Other Agreements
6.1 Agreements to Effectuate Approved EOPs
6.1.1 In the absence of other arrangements that ColumbiaGrid determines will
effectuate any EOP, ColumbiaGrid shall develop a form of Facilities Agreement for such EOP,
which shall be substantially in the form of Appendix B and which shall include the following
from the specification of such EOP in the Plan:
(i) a description of the Plan of Service for such EOP, including each
modification to be made to the RIS by the EOP and the Person(s) to make each
such modification;
(ii) each Person to bear the costs of the EOP and the allocation of such
costs; and
(iii) each Person to receive a share of the transmission capacity, if any,
added or maintained by the EOP and the allocation of such benefits to and among
such Person(s).
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Each Person designated in item (i), (ii), or (iii) (“Designated Person”) shall be named as a party
in the form of Facilities Agreement for such EOP.
6.1.2 Ownership and use of any transmission capacity that is
(i) added or maintained as a result of an EOP, and
(ii) added or maintained on the transmission system of a party to a
Facilities Agreement as a result of any of the facilities comprising the Plan of
Service under such Facilities Agreement, but
(iii) specified in Exhibit F of such Facilities Agreement to be owned by
another party to such Facilities Agreement,
shall only be pursuant to and shall be governed by a written separate capacity agreement between
such parties to be mutually agreed upon between such parties and entered into contemporaneously
with such Facilities Agreement; provided that in the absence of such a capacity agreement, the use
of any additional capacity resulting from an EOP that is
(i) added or maintained as a result of an EOP, and
(ii) added or maintained on the transmission system of a party to a
Facilities Agreement as a result of any of the facilities comprising the Plan of
Service under such Facilities Agreement, but
(iii) specified in Exhibit F of such Facilities Agreement to be owned by
another party to such Facilities Agreement,
shall be governed by a transmission agreement between parties to such Facilities Agreement.
6.2 Tender and Execution of Form of Facilities Agreements for EOPs
ColumbiaGrid shall tender the form of Facilities Agreement prepared pursuant to
section 6.1 for any EOP to each Designated Person named as a party in such form and allow each
such Designated Person 60 days (or such longer period as ColumbiaGrid may determine) after its
receipt of such tender to execute and return such form to ColumbiaGrid. No such Designated
Person shall have any obligation under this Agreement to enter into such tendered form of
Facilities Agreement; provided that any such Designated Person that does not enter into such
tendered form of Facilities Agreement within such 60 days may be named in a Facilities Petition
pursuant to section 6.3 below. ColumbiaGrid shall provide, with each such tender of a Facilities
Agreement for an EOP, a description of the Need giving rise to such EOP and the record
supporting the Board’s decision to approve such EOP, including a description of the process
used to develop such EOP and a reference to the Board’s decision to approve such EOP. If
ColumbiaGrid receives the form of Facilities Agreement so executed by each such Designated
Person within 60 days (or such longer period as ColumbiaGrid may determine) after receipt by
each such Designated Person of the tender of such form, ColumbiaGrid shall also execute and
deliver such Facilities Agreement to each such Designated Person.
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Without the prior written consent of all Parties, which consent shall not be unreasonably
withheld, no Party that is a party to a Facilities Agreement shall amend such Facilities
Agreement to be inconsistent with the pro forma Facilities Agreement. If this Agreement is
amended by the Parties so as to amend its attached pro forma Facilities Agreement,
ColumbiaGrid shall offer an amendment to each then effective Facilities Agreement that would
conform each such Facilities Agreement to such amended pro forma Facilities Agreement.
6.3 Facilities Petitions for EOPs
In the event ColumbiaGrid has not received an executed Facilities Agreement from each
Designated Person named as a party therein within 60 days (or such longer period as
ColumbiaGrid may determine) after receipt by each such Designated Person of the tender of the
form of such Facilities Agreement, ColumbiaGrid shall determine whether any of the Planning
Parties intends to file and pursue with the Commission a Facilities Petition with respect to the
EOP for which the form of Facilities Agreement was tendered by ColumbiaGrid.
If a Planning Party files such a Facilities Petition naming another Planning Party as a
respondent, ColumbiaGrid shall intervene by filing and serving a Facilities Petition Intervention
with the Commission. ColumbiaGrid shall not intervene in a proceeding in which only
Designated Persons that are not Planning Parties are named as respondents.
If a Person that is not a Planning Party files such a Facilities Petition naming a Planning
Party as a respondent, ColumbiaGrid may intervene by filing and serving a Facilities Petition
Intervention with the Commission. ColumbiaGrid shall not intervene in a proceeding in which
only Designated Persons that are not Planning Parties are named as respondents.
In any Facilities Petition Intervention, ColumbiaGrid shall support the Commission’s
ordering relief consistent with section 1.20; provided that ColumbiaGrid shall not seek (and shall
not advocate the imposition of) a fine, civil penalty, or forfeiture for failure to comply with any
statute, rule, regulation, order of the Commission, contract, tariff, standard, or criteria; provided
further that ColumbiaGrid shall not file with the Commission or support any Facilities Petition,
and, except as otherwise expressly provided in section 6.3 or 6.5, shall not file or support any
pleading with respect to the tendered form of the Facilities Agreement or the EOP that is the
subject of such form of Facilities Agreement. ColumbiaGrid shall file each Facilities Petition
Intervention that it files pursuant to this section 6.3 on its own behalf and on behalf of all
Supporting Planning Parties for such EOP.
In the event that a Canadian entity becomes a Planning Party, the Parties shall negotiate
in good faith for an amendment to this Agreement to add a provision comparable to the
provisions in this section with respect to ordering the construction of EOPs in Canada.
6.4 Waiver of Standing Arguments
Each Planning Party waives any argument that any Planning Party lacks standing to file a
Facilities Petition because the Planning Party filing such petition is not interconnected with the
Person against whom such petition is filed.
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6.5 Prosecution of Facilities Petition Intervention
ColumbiaGrid shall not prosecute any Facilities Petition Intervention except for filing
such Facilities Petition Intervention pursuant to section 6.3, providing factual data, and
responding to requests for discovery. Nothing in this Agreement shall preclude any Planning
Party from prosecuting any Facilities Petition for any EOP filed with the Commission.
6.6 Good Faith Efforts to Renegotiate Sections 6.2, 6.3, and 6.5
In the event that the Commission (or any court with jurisdiction) determines that the
Commission does not have, or in the event that the Commission declines to exercise, jurisdiction
over all Designated Persons named as parties in the form of Facilities Agreement for which a
Facilities Petition has been filed, jurisdiction over the subject matter of a Facilities Petition, or
authority to order the relief sought by the Facilities Petition, each Party shall negotiate in good
faith with all other Parties regarding whether and what amendments should be made to
provisions of sections 6.2, 6.3, and 6.5 of this Agreement to provide a workable mechanism to
facilitate implementation of EOPs for which Facilities Agreements have been tendered but not
entered into by all Designated Persons named as parties therein.
7. Regional and Interregional Transmission Coordination
ColumbiaGrid may become a member of and participate in appropriate transmission
planning forums, committees, and work groups applicable to the geographic areas served by the
Transmission Systems for purposes of collecting and sharing information; provided that this
section or any such membership or participation shall not authorize ColumbiaGrid to undertake
activities that it is not otherwise authorized to undertake pursuant to and consistent with this
Agreement, its Articles of Incorporation, and its Bylaws. Subject to this section and with the
prior written consent of a TOPP, ColumbiaGrid may coordinate and submit such TOPP’s
Transmission System data as required by such forums, committees, and work groups.
8. Payment
8.1 Maximum Total Payment Obligation
8.1.1 Initial Maximum Total Payment Obligation. The initial Maximum
Total Payment Obligation for a Payment Cycle shall be an amount equal to $4,200,000. The
initial Maximum Total Payment Obligation may be adjusted pursuant to section 8.1.2 and
modified pursuant to section 8.1.3.
8.1.2 Adjustment of Maximum Total Payment Obligation for Changes in
CPI Index/GNP Deflator. As of the beginning of each Payment Cycle that is after the initial
Payment Cycle, but for which there is no modification of the Maximum Total Payment
Obligation pursuant to section 8.1.3, ColumbiaGrid shall adjust the Maximum Total Payment
Obligation to reflect changes in the CPI Index/GNP Deflator.
8.1.3 Modification of Maximum Total Payment Obligation. ColumbiaGrid
or any Payor may request from time to time a modification in the Maximum Total Payment
Obligation for a Payment Cycle, by written request to each of the other Parties not later than 90
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days prior to the beginning of such Payment Cycle. The Voting Payors shall vote on such
modification no later than 60 days after such request. Such modification shall be approved upon
the two-thirds weighted affirmative vote of the Voting Payors (weighted in proportion to their
respective percentage Allocated Shares as of the time of the vote). If such modification is so
approved for such Payment Cycle, the Maximum Total Payment Obligation shall be as so
modified for such Payment Cycle and each subsequent Payment Cycle (unless and until
subsequently adjusted by the CPI/GNP Deflator pursuant to section 8.1.2 or subsequently
modified pursuant to this section 8.1.3).
8.1.4 Notice of Adjustment or Modification of Maximum Total Payment
Obligation. ColumbiaGrid shall promptly reflect any adjustment of the Maximum Total
Payment Obligation pursuant to section 8.1.2 and any approved modification of the Maximum
Total Payment Obligation pursuant to section 8.1.3, and the effective date of such modification
or adjustment, in a table. ColumbiaGrid shall distribute such table to each of the Payors and post
such table on its Website.
8.2 Allocation of Corporate Overhead
ColumbiaGrid shall determine when and to what extent to allocate corporate expenses to
its activities under its functional agreement(s) as provided in provision 7.2 of the Bylaws and
shall make such allocation based upon a reasonable assignment (in light of generally accepted
cost allocation principles) of costs to each function based upon the costs attributable to each such
function. The initial Maximum Total Payment Obligation was set at a level that did not
contemplate an inclusion of all such corporate expenses. It is contemplated that requests for
modification of the Maximum Total Payment Obligation for Payment Cycles after the initial
Payment Cycle may reflect an allocation of any additional corporate expenses.
8.3 Payor’s Payment Obligation
Subject to section 8.8.4 and the other provisions of this Agreement, each of the Payors
agrees to provide to ColumbiaGrid in response to an Invoice and pursuant to the provisions of
this Agreement amounts equal to such Payor’s Allocated Share of each Payment Amount, all of
which amounts shall be used by ColumbiaGrid as set forth in section 8.9.1. All dollar amounts
set forth in this Agreement are U.S. dollars.
8.4 Allocation of the Payment Amount
ColumbiaGrid shall determine and post on the Website each Payor’s Allocated Share of
each Payment Amount under each of the Invoices and the effective date of such Allocated Shares
pursuant to the following formula:
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For each Payor (which includes the New Payor), the—
Payor’s Allocated Share =
$50,000 per Payment Cycle +
{(MTPO – TEP) *
((X * [dollar value of net transmission plant of such Payor !
total dollar value of net transmission plant of all Payors]) +
(Y * [Annual Area Load of such Payor !
total Annual Area Load of all Payors]))}
Except, in the cases where the above equation results in the Bonneville share of
costs exceeding 49.9% of the MTPO, the following revised equation shall be used
to determine payment obligations of all Payors excluding Bonneville.
Revised Payor’s Allocated Share =
(Payor’s Allocated Share from above equation) +
{(Bonneville’s Allocated Share from above equation – (MTPO * 0.499)) *
((X * (dollar value of net transmission plant of Payor) !
(total dollar value of net transmission plant of all Payors – dollar
value of net transmission plant of Bonneville)) +
(Y * (Annual Area Load of Payor) !
(total Annual Area Load of all Payors – Annual Area Load of
Bonneville)))}
Furthermore, in these cases, Bonneville’s Revised Payment Allocated Share shall
be equal to (MTPO)* (0.499).
Where,
MTPO = Maximum Total Payment Obligation (pursuant to
section 1.25)
TP = Total Payors
TEP = Total Equal Payments = TP * $50,000
X = the weighting share for transmission plant applied to the (MTPO –
TEP)
Y = the weighting share for annual load applied to (MTPO – TEP)
Where X + Y = 1 and X = 4/7 and Y = 3/7
“Net transmission plant” of a Payor means such Payor’s net
transmission plant as reflected in such Payor’s then most recent FERC
Form 1 or equivalent report;
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“Annual Area Load” of a Payor means such Payor’s then most recent
twelve month load in Giga-watt hours, as reported to the Northwest
Power Pool; alternatively, for a Payor that holds long term firm
transmission rights on the RIS, but serves no load on the system, this
“Annual Area Load” shall be determined by the:
(contract amount of rights (MW)) * (8760 hours)/1000
or in cases where the party’s long term firm transmission rights are
less than for a full year of hours the multiplier shall correspond to the
number of hours in the year for which the party does have firm rights
The Annual Area Load of each Party that is a control area operator is reduced if
and to the extent any Qualified Person to which such control area operator
provides control area services becomes a Party and such Party assumes the
payment responsibility calculated using its own load
8.5 Allocation of Subsequent Payment Amounts and Allocated Shares for
Subsequent Invoices in the Event of a New Payor
When any Payor enters after the Effective Date into this Agreement with ColumbiaGrid
and is thereby a New Payor (or is in a consortium of Planning Parties that together are a New
Payor), ColumbiaGrid shall adjust each Payor’s Allocated Share of each Payment Amount for
subsequent Invoices based upon the formula set forth in section 8.4 as of the date of the addition
of such New Payor. ColumbiaGrid shall also recalculate the Maximum Payor Obligation of each
Payor, which recalculated Maximum Payor Obligation of such Payor shall equal the (i) sum of
the amount of each previous Invoice made to such Payor based on such Payor’s Allocated Share
that was in effect for each such previous Invoice plus (ii) such Payor’s adjusted Allocated Share
of the Remaining Maximum Total Payment Obligation as of the addition of such New Payor.
8.6 Allocation of Subsequent Payment Amounts and Allocated Shares for
Subsequent Invoices in the Event of Withdrawal of a Payor Because of an
Adjustment to the Maximum Total Payment Obligation
When any Payor withdraws from this Agreement pursuant to section 18.3, with the
resulting cap provided for in section 18.3, ColumbiaGrid shall adjust the Allocated Shares of the
Payors which have not exercised, and have not been deemed to exercise, a withdrawal under
section 18.3 resulting in a cap in their Maximum Payor Obligations. Such adjustment shall be by
an amount necessary to restore the difference between the withdrawing Payor’s capped
Maximum Payor Obligation, and the Maximum Payor Obligation it would have been assigned
had it not opposed the increase and withdrawn. Payors’ Maximum Payor Obligations during the
pending Payment Cycle shall be adjusted upward only due to the withdrawal of a Payor as a
consequence of such Payor’s opposition to a modification of the Maximum Total Payment
Obligation.
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8.7 Notice of Adjustment of Maximum Payor Obligations
ColumbiaGrid shall promptly reflect the adjustment of the Maximum Payor Obligations
pursuant to sections 8.5 and 8.6, and the effective date of any such adjustment, on a table, and
shall distribute such table to the Payors and post such table on its Website.
8.8 Invoices
8.8.1 Invoices. For each month during the term of this Agreement,
ColumbiaGrid shall submit an Invoice for services rendered and corporate overhead pursuant to
section 8.2 pursuant to this section 8.8 to all Payors for reimbursement of the amount it has
expended to implement this Agreement. ColumbiaGrid shall submit each such Invoice by the
tenth day of the following month, or the preceding Friday if the tenth falls on a weekend, and
shall show in any such Invoice each Payor’s Allocated Share of such Invoice.
8.8.2 Invoices Due to Extraordinary Circumstances. During the term of this
Agreement, ColumbiaGrid may submit Invoices in addition to Invoices pursuant to sections 8.8.1
and 8.8.3, in the extraordinary event that additional Payment Amounts are needed. Any Invoice
submitted pursuant to this section 8.8.2 shall include an explanation of the reason why the
Invoice is needed, including a description of the extraordinary circumstance.
8.8.3 Initial Invoice for New Payors. As of the date a New Payor becomes a
Party by executing and delivering this Agreement to ColumbiaGrid and each Planning Party,
ColumbiaGrid shall submit an Invoice to the New Payor for $10,000 as a payment of the
allocable value of work performed to date that is of benefit to the New Payor.
8.8.4 Cap on Payor’s Obligation. Notwithstanding any other provision of this
Agreement, ColumbiaGrid shall not at any time submit any Invoice to any Payor for any
Payment Amount that, together with Payment Amounts requested by prior Invoices to such
Payor, in the aggregate exceeds such Payor’s Maximum Payor Obligation then in effect, as
calculated and distributed by ColumbiaGrid (plus, in the case of a New Payor, $10,000).
Notwithstanding any other provision of this Agreement, no Payor shall be obligated at any time
under this Agreement to provide any Payment Amount under sections 8.8.1 and 8.8.2 that,
together with Payment Amounts requested by prior Invoices to such Payor, in the aggregate
exceeds such Payor’s Maximum Payor Obligation then in effect, as calculated and distributed by
ColumbiaGrid (plus any interest that such Payor incurs pursuant to section 8.8.6.3 as a result of
late payments by such Payor and plus, in the case of a New Payor, $10,000 paid pursuant to
section 8.8.3).
8.8.5 Allocation of Invoice. Each Invoice to a Payor shall be for such Payor’s
Allocated Share of the total amount of such Invoice; provided that the Initial Invoice to a New
Payor pursuant to section 8.8.3 shall be made solely to such New Payor without a pro rata call to
the other Payors.
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8.8.6 Invoice and Payment Details
8.8.6.1 Invoice Details. ColumbiaGrid shall issue each Invoice to all
Payors that are Payors as of the date of such call; provided that ColumbiaGrid shall issue an
Initial Invoice only to a New Payor pursuant to section 8.8.3 without a pro rata call to the other
Payors. ColumbiaGrid shall submit any Invoice in writing and delivered by U.S. mail and by e-
mail to the Payors. Each Payor may change the person to receive Invoices at any time by written
notice to ColumbiaGrid. ColumbiaGrid shall provide each Payor with instructions for electronic
funds transfer or wire transfer of funds in response to an Invoice.
8.8.6.2 Payment Details. Each Payor shall make its payment of its
Allocated Share of an Invoice within 20 business days of receiving an Invoice by electronic
funds transfer or wire transfer of immediately-available funds.
8.8.6.3 Interest on Late Payment. Any Payment Amount not paid when
due by a Payor shall bear interest, compounded daily, from the date such amount was due until
the date of payment at an annual interest rate equal to the lesser of (i) a rate equal to 200 basis
points above the per annum prime rate reported daily in The Wall Street Journal and (ii) the
maximum rate permitted by applicable law.
8.8.7 Quarterly Reports. By the 15th day of each quarter, ColumbiaGrid shall
provide each Payor with a quarterly report that contains (i) a detailed projection of the funds
from this Agreement that it projects it will use in the current quarter and the remainder of the
Payment Cycle and (ii) an accounting of ColumbiaGrid’s expenditures of funds received under
this Agreement (a) in the previous quarter and (b) since the commencement of the Payment
Cycle.
8.8.8 Voluntary Advanced Payment Amount. Any Payor may pay to
ColumbiaGrid all or a portion of its Allocated Share of any Payment Amount prior to
ColumbiaGrid submitting an Invoice for such Payment Amount. At the time of any such
advance payment, such Payor shall notify ColumbiaGrid that it is paying funds in advance of the
Invoice. ColumbiaGrid shall apply such advance payment as a credit against such Payor’s
obligation to pay its Allocated Share in response to each subsequent Invoice until such advance
payment is exhausted. ColumbiaGrid shall report the remaining balance of any such advance
payment in its quarterly report. ColumbiaGrid shall not use any such advance payment as an
offset to any other Payor’s Allocated Share of any Invoice. ColumbiaGrid may, but shall have
no obligation to, pay interest with respect to any such advance payment.
8.8.9 Over-Payment. If, in error or as a result of an update of a Payor’s
Maximum Payor Obligation pursuant to section 8.5, a Payor provides funds in excess of those it
is obligated to provide under this Agreement, ColumbiaGrid shall refund to such Payor its excess
contribution within five business days of ColumbiaGrid’s learning that the funds provided were
excess. ColumbiaGrid shall provide each Payor with written notice that it has issued a refund to
a Payor pursuant to this section 8.8.9.
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8.9 Use of Funds
8.9.1 General. ColumbiaGrid agrees that funds provided under this Agreement
shall be used only for purposes consistent with this Agreement and ColumbiaGrid’s Articles of
Incorporation and Bylaws. The payments received under this Agreement are intended to be the
primary source of payment for ColumbiaGrid’s planning activities. Expenditure of funds
available to ColumbiaGrid under this Agreement shall be subject to approval by the Board of
Directors of ColumbiaGrid in furtherance of the purposes of ColumbiaGrid consistent with its
Articles of Incorporation and Bylaws and consistent with the provisions of this Agreement. Any
funds made available under this Agreement shall not be used to reimburse internal costs of the
Planning Parties or Interested Persons or costs of Third Persons hired individually by one or
more of the Planning Parties or Interested Persons.
8.10 Other Terms
8.10.1 Waiver of Defense to Payment. Each Payor waives as a defense to any
untimely payment of its Allocated Share of each Invoice any defense that one or more of the
other Payors has failed to timely pay its Allocated Share of such Invoice or any other Invoice.
9. Budgets
9.1 Rolling Annual Budget
Annually before the commencement of each fiscal year, ColumbiaGrid shall prepare and
adopt a budget for the upcoming two fiscal years for its performance of its obligation under this
Agreement. At least 90 days before the adoption of each such rolling annual budget,
ColumbiaGrid shall provide the proposed rolling annual budget to the Planning Parties for
comment. ColumbiaGrid shall consider any comments on the proposed budget that are provided
by any Planning Party.
9.2 ColumbiaGrid General Record-Keeping
ColumbiaGrid shall keep such financial, operational, and other records for its
performance and obligations under this Agreement as may be necessary for the efficient
operation of ColumbiaGrid and, except as necessary to protect Confidential Information and
CEII, shall make such records available upon request for inspection by the Planning Parties.
ColumbiaGrid shall comply with the then current record-retention policy of the Commission.
9.3 Documentation of Costs Attributable to Specific Project
At the request of a TOPP, ColumbiaGrid shall provide documentation of its costs relating
to its activities in the definition and analysis of a specific Project; provided that any collection of
such costs by such TOPP from its transmission or interconnection customer(s) shall be the sole
responsibility of the TOPP.
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9.4 Annual Financial Reporting
As soon as reasonably practicable after the close of each fiscal year, ColumbiaGrid shall
prepare (in accordance with generally accepted accounting principles and regulations of the
Commission) and make available to the Planning Parties annual financial statements relating to
its activities under this Agreement.
9.5 Audit of ColumbiaGrid Records
Each Planning Party shall have the right to conduct an audit of ColumbiaGrid’s
performance of its obligations to the Planning Parties under this Agreement; provided that the
Planning Party requesting the audit shall pay for such audit and provide the result to the other
Planning Parties. ColumbiaGrid shall make its records, facilities, and personnel available to the
Planning Parties during the conduct of any such audit. Any Planning Party requesting an audit
shall pay ColumbiaGrid’s reasonable costs of complying with such audit request.
10. Standards of ColumbiaGrid Performance
ColumbiaGrid shall carry out its obligations under this Agreement in an efficient,
expeditious, professional, and skillful manner. In providing transmission planning services to
Planning Parties under this Agreement, ColumbiaGrid shall comply with all applicable laws,
ordinances, rules, regulations, orders, licenses, permits, and other governmental requirements
(including, but not limited to, any such requirements imposed upon Planning Parties with respect
to ColumbiaGrid’s provision of transmission planning services); provided that regulatory
requirements imposed on any single Planning Party shall not be deemed applicable to other
Planning Parties as a result of this Agreement, nor shall ColumbiaGrid apply in its process any
such regulatory requirements to other Planning Parties that are not otherwise applicable to such
other Planning Parties.
11. Authorization for ColumbiaGrid to Perform Obligations Under This Agreement
Planning Parties agree that, unless specifically otherwise provided in this Agreement,
ColumbiaGrid is authorized, pursuant to Bylaws Section 6.1, to engage on its own behalf, and
not as agent for Planning Parties, in any activity reasonably necessary to perform its obligations
under this Agreement, including the hiring of contractors or consultants.
12. Limitation of Liability Among Planning Parties
Each Planning Party at any time that is both eligible to be a party to the WIS Agreement
and operates electrical facilities for generation, transmission, or distribution shall become and
remain at all such times a party to the WIS Agreement as a condition of participation in this
Agreement.
13. Insurance, Indemnification, and Limitations of Liability
To promote cooperation among the Parties, to avoid duplication of costs, and to carry out
the purposes of this Agreement, the Parties agree to the following provisions for insurance,
indemnification, and limited liability.
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13.1 Insurance; Waiver of Subrogation Rights
13.1.1 ColumbiaGrid Insurance Coverage Requirements. Throughout the
term of this Agreement, ColumbiaGrid shall maintain insurance coverage that at a minimum:
(i) provides general liability and errors and omissions insurance with
respect to ColumbiaGrid’s performance under this Agreement;
(ii) provides for maximum per-occurrence self-insured retention in an
amount approved in writing by each Party that is a Party as of the Effective Date;
(iii) provides general liability coverage limits (with each Planning Party
that so opts in writing named as an additional insured) in an amount approved in
writing by each Party that is a Party as of the Effective Date and separate errors
and omission coverage limits in an amount approved in writing by each Party that
is a Party as of the Effective Date;
(iv) provides an agreement or endorsement under which the insurance
cannot be terminated, canceled, allowed to expire, or materially altered without
90 days’ prior written notice to ColumbiaGrid and provides that such policy is
primary over any other insurance; and
(v) provides that ColumbiaGrid’s insurer shall be bound by any
waivers of the insurer’s rights of subrogation granted by ColumbiaGrid.
13.1.2 Waiver of Subrogation Rights. ColumbiaGrid hereby waives all rights
of subrogation its insurer(s) may have against the Planning Parties and any former Planning
Parties.
13.2 ColumbiaGrid’s Obligation to Notify Planning Parties with Respect to
Insurance
ColumbiaGrid shall not consent or allow that the insurance required under section 13.1.1
above be terminated, canceled, allowed to expire, or materially altered without providing at least
60 days’ advance notice to the Planning Parties. ColumbiaGrid shall notify the Planning Parties
with the name, address, telephone number, facsimile number, and e-mail of all insurance brokers
used by ColumbiaGrid.
13.3 First Party Claims
ColumbiaGrid shall not be liable to any other Party for any loss or damage to the
equipment or Electric System of such other Party, or any loss or damages for bodily injury
(including death) that such other Party or its employees may incur arising out of this Agreement
or its performance.
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13.4 Third Person Claims
13.4.1 In the event Third Person claims are made against any Party arising out of
this Agreement or its performance, the Parties agree that:
13.4.2 In the event of any such claim, the Party against which the Third Person
claim is made shall provide immediate notice to the other Parties pursuant to section 19.1 below.
All Parties shall make such immediate efforts as necessary to preserve evidence or protect
against default judgment, and shall provide notice to the Claims Committee by giving notice to
each Party and to the broker identified pursuant to section 13.2 above with respect to the
insurance policy described in section 13.1.1 above.
13.4.3 ColumbiaGrid shall provide notice to each Planning Party and as
necessary to its insurance carrier, and refer such matter to the Claims Committee. The Parties
anticipate that the Claims Committee shall have responsibility to (i) review any such claims,
(ii) take action as necessary to properly investigate, evaluate, and defend such claims, and
(iii) make recommendations regarding payment, rejection, or compromise of such claims.
13.4.4 In the event of legal action resulting from the denial of any such claim, the
Parties anticipate that the Claims Committee shall recommend suitably qualified legal counsel to
defend such claims. Subject to this section and to the extent permitted by law, the Parties agree,
except where there is an irreconcilable conflict of interest, (i) to consent to joint representation in
defense of such legal action and (ii) to make good faith efforts to enter into a mutually acceptable
joint representation agreement to facilitate cooperation, information sharing, and protection of
attorney-client privilege and work product in connection with the joint defense. If joint
representation is precluded by an irreconcilable conflict of interest or for any other reason, the
Party unable to participate in joint representation shall obtain legal counsel of its own choice, at
its own expense, to defend itself in such legal action. Bonneville, as a Planning Party, may but
shall not be obligated to comply with sections 13.4.3 and 13.4.4 with respect to any claim against
and presented to Bonneville.
13.4.5 Where the claim or legal action arises in whole or in part from allegedly
negligent actions or inactions of ColumbiaGrid in performance of obligations of this Agreement,
the self-insured retention and the policy coverage described in section 13.1.1 above shall be
regarded as primary with respect to payments or judgments resulting from any such claim or
legal action. Payments shall include reasonable attorneys’ fees and costs of investigation and
defense. To the extent of insurance coverage and the extent permitted by applicable law,
ColumbiaGrid shall indemnify, defend, and hold each Planning Party harmless from and against
all Damages based upon or arising out of bodily injuries or damages to Third Person(s) or
parties, including without limitation death resulting there from, or physical damages to or losses
of property caused by, arising out of or sustained in connection with performance of this
Agreement to the extent attributable to the negligence of ColumbiaGrid or its employees, agents,
suppliers, and subcontractors (including suppliers and subcontractors of subcontractors;
hereinafter “Subcontractors”). As used in this section 13.4.5, “Damages” means any claims,
losses, costs, expenses, damages (including without limitation direct, indirect, incidental,
consequential, special, exemplary, and punitive damages), payments made in settlement,
arbitration awards, and liabilities, including reasonable attorneys’ fees.
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13.5 Inaccurate or Incomplete Data or Information
Liability as between the Parties for incomplete or inaccurate data or information shall be
subject to the limitations set forth in section 13.6 below, and shall be limited as follows. Each
Party shall make good faith efforts to cause data and information provided under this Agreement
to be accurate; provided however that ColumbiaGrid shall not be liable for damages resulting
from the provision of inaccurate or incomplete data or information, except to the extent that such
inaccuracy or incompleteness results from ColumbiaGrid’s Willful Action.
13.6 Limitation of Damages
As between ColumbiaGrid and any Planning Party and as between Planning Parties, each
of those Parties waives as against the other of those Parties (including its directors,
commissioners, officers, and employees) all claims, and otherwise covenants not to sue or
otherwise pursue any claim or remedy, arising out of or in connection with this Agreement or its
performance (whether based on contract, tort, or any other legal theory), except for:
(i) claims arising under section 13.4.5 of this Agreement with respect
to Third Person actions; and
(ii) claims for actual, direct damages only, which shall under no
circumstances include any lost profits, lost data, or any indirect, incidental,
consequential, special, exemplary, or punitive damages;
provided nothing in this Agreement shall apply to claims for loss or damage between Planning
Parties that are within the scope of the WIS Agreement.
14. Uncontrollable Force
A Party shall not be in breach of this Agreement as a result of such Party’s failure or
delay to perform its obligations under this Agreement when such failure is caused by an
Uncontrollable Force that such Party, despite the exercise of due diligence, is unable to remove
with reasonable dispatch; provided however that such Party shall have the right to suspend
performance of such obligations only to the extent and for the duration that the Uncontrollable
Force actually and reasonably prevents the performance of such obligations by such Party. In the
event of the occurrence of an Uncontrollable Force that delays or prevents a Party’s performance
of any of its obligations under this Agreement, such Party shall (i) immediately notify the other
Parties of such Uncontrollable Force with such notice to be confirmed in writing as soon as
reasonably practicable, (ii) use due diligence to mitigate the effects of such Uncontrollable
Force, remedy its inability to perform, and resume full performance of its obligations under this
Agreement, (iii) keep the other Parties apprised of such efforts on an ongoing basis, and
(iv) provide written notice of the resumption of performance under this Agreement.
Notwithstanding any of the foregoing, the settlement of any strike, lockout, or labor dispute
constituting an Uncontrollable Force shall be within the sole discretion of the Party to this
Agreement involved in such strike, lockout, or labor dispute; and the requirement that a Party
must use due diligence to remedy the cause of the Uncontrollable Force or mitigate its effects
and resume full performance hereunder shall not apply to strikes, lockouts, or labor disputes.
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15. Assignments and Conveyances
15.1 Successors and Assigns
This Agreement is binding on and shall inure to the benefit of the Parties and their
respective successors, permitted assigns, and legal representatives.
15.2 Assignment of ColumbiaGrid’s Rights and Obligations
ColumbiaGrid shall not, without the prior written consent of each of the Planning Parties,
assign, pledge or transfer all or any part of, or any right or obligation under, this Agreement,
whether voluntarily or by operation of law; provided nothing in this section 15.2 shall prohibit
ColumbiaGrid from contracting with Third Persons for the provision of services to assist
ColumbiaGrid in performing its obligations under this Agreement.
15.3 Assignment of a Planning Party’s Rights and Obligations
Except as otherwise provided in section 15.4, a Planning Party shall not, without the prior
written consent of ColumbiaGrid, assign, pledge, or transfer all or any part of, or any right or
obligation under, this Agreement, whether voluntarily or by operation of law; provided however
that a Planning Party may, without the consent of ColumbiaGrid, assign its rights and obligations
under this Agreement to any Person (i) into which the Planning Party is merged or consolidated
or (ii) to which the Planning Party sells, transfers, or assigns all or substantially all of its Electric
System, so long as the survivor in any such merger or consolidation, or the purchaser, transferee,
or assignee of such Electric System provides to ColumbiaGrid a valid and binding written
agreement expressly assuming and agreeing to be bound by all obligations of the Planning Party
under this Agreement.
15.4 Assignment of Facilities
Notwithstanding any other provision of this Agreement, a TOPP may pledge or assign all
or any portion of its Transmission System without any other Party’s consent.
15.5 Effect of Permitted Assignment
In the event of any permitted sale, transfer or assignment under this Agreement, the
transferor or assignor shall to the extent of the transferred or assigned obligations, and only to
such extent, be relieved of obligations accruing from and after the effective date of such transfer
or assignment; provided however that under no circumstances shall any sale, transfer, or
assignment relieve the transferor or assignor of any liability for any breach of this Agreement
occurring prior to the effective date of such transfer or assignment.
15.6 Consent Not Unreasonably Denied or Delayed
Consents to assignment, pledge, or transfer requested pursuant to this section 15 shall not
be unreasonably denied or delayed.
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16. Confidentiality Obligations
16.1 Protection of Confidential Information
Parties seeking designation of Confidential Information shall act in good faith when
asserting the confidentiality of material. Each Party shall use reasonable efforts to maintain the
confidentiality of all Confidential Information provided to it by another Party pursuant to this
Agreement. In the event a dispute arises related to the designation of Confidential Information
under this Agreement, representatives of the Parties with authority to settle the dispute shall meet
and confer in good faith in an effort to resolve the dispute. If the dispute is not so resolved, the
dispute may, if the disputing Parties so elect, be resolved by arbitration as follows. Any
arbitration initiated under this Agreement shall be conducted before a single neutral arbitrator
appointed by the Parties. If the Parties fail to agree upon a single arbitrator within ten days of the
referral of the dispute to arbitration, each Party shall choose one arbitrator who shall sit on a
three member arbitration panel. The two arbitrators so chosen shall within 20 days select a third
arbitrator to chair the arbitration panel. In either case, the arbitrators shall be knowledgeable in
electric industry matters, including electric transmission issues, and, unless otherwise agreed by
the Parties to the dispute, shall not have any current or past substantial business or financial
relationships with any Party to the arbitration (except prior arbitration). The arbitrator(s) shall
provide each of the Parties an opportunity to be heard and shall generally conduct the arbitration
in accordance with the Commercial Arbitration Rules of the American Arbitration Association.
16.2 Protection of Critical Energy Infrastructure Information
If a Party designates information as “Critical Energy Infrastructure Information” as of the
time of its furnishing, ColumbiaGrid shall not post such information on the public portion of its
Website. If any Party, or other Person, seeks information so designated as CEII, ColumbiaGrid
shall immediately notify the disclosing Party to seek its consent to release such information. If
the disclosing Party does not consent, ColumbiaGrid shall not release the CEII and shall inform
the requesting Party of the disclosing Party’s decision. Further, if information designated by a
Party as CEII is made part of a filing submitted by ColumbiaGrid with the Commission,
ColumbiaGrid shall take reasonable steps to ensure the protection of such information pursuant
to the 18 C.F.R. § 388.112(b).
16.3 Disclosure Pursuant to Statute or Administrative or Judicial Order
Each Party shall use reasonable efforts to maintain the confidentiality of all Confidential
Information provided to it by another Party pursuant to this Agreement; provided however that
each Party shall be entitled to disclose such Confidential Information if it is required to make
such disclosure by statute or administrative or judicial order or if it makes such disclosure
pursuant to a protective order of the administrative or judicial body. Each Party shall, promptly
upon receipt of a request for such Confidential Information (or receipt of a notice of a request to
an administrative or judicial forum for the public disclosure of such Confidential Information),
notify the other Party and other affected Planning Parties of any such request. A Party whose
Confidential Information is sought to be released may, in its sole discretion and at its sole cost
and expense, undertake any challenge to such disclosure.
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16.4 Disclosure of Information Subject to Standards of Conduct
If a Party furnishes information marked as “Standards of Conduct Information” at the
time of its furnishing, ColumbiaGrid shall not disclose such information to any Party, including
the disclosing Party, or any Third Person unless such disclosure would be consistent with the
Commission’s regulations in 18 C.F.R. Part 358.
17. Effective Date
17.1 Original Parties
Except as provided in section 17.2, this Agreement shall become effective for all Parties
on April 4, 2007; provided that, with respect to a Planning Party subject to Commission
jurisdiction, if the Commission asserts jurisdiction and does not accept this Agreement for filing
or accepts this Agreement for filing but in connection with such acceptance requires a change in,
or imposes a new condition on, this Agreement, this Agreement shall be effective thereafter only
if all of the Parties agree in writing to such change or condition.
17.2 Subsequent Planning Parties
With respect to any Qualified Person who executes this Agreement after the Effective
Date established pursuant to section 17.1, this Agreement shall be effective as to such Qualified
Person as of the date it executes the Agreement and delivers such Agreement to each of the
Parties.
17.3 Regulatory Filings, if Any
ColumbiaGrid shall make any necessary regulatory filing of this Agreement (promptly
after it is offered) or subsequent amendments with the Commission on behalf of those Planning
Parties who would otherwise have to submit this Agreement for filing because they are subject to
Commission jurisdiction.
18. Withdrawal
A Planning Party may withdraw from this Agreement pursuant to this section 18.
18.1 Notice of Potential Withdrawal
Prior to withdrawing, a Planning Party intending to withdraw (“Withdrawing Party”)
from this Agreement shall provide written notice to the other Planning Parties and ColumbiaGrid
stating that it intends to withdraw from this Agreement and setting out the reasons for its
withdrawal.
18.2 Discussion of Concerns
The chief executive officer or equivalent executive of the Parties, including the
Withdrawing Party, shall promptly discuss the reasons for the Withdrawing Party’s withdrawal
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Staff_PR_040 Attachment A Page 35 of 98
to determine whether this Agreement can be amended in a manner that is acceptable to all of the
Parties.
18.3 Notice of Withdrawal
If notwithstanding the discussion pursuant to section 18.2, the Withdrawing Party still
intends to withdraw, such Party shall provide each of the Parties with a written notice of
withdrawal. Such notice (or a deemed notice of withdrawal pursuant to section 18.4) shall
commence a withdrawal period of 30 months or one complete biennial Planning Cycle,
whichever expires earlier (“Withdrawal Period”). During the Withdrawal Period, the
Withdrawing Party shall continue to be obligated as a Payor to pay its Maximum Payor
Obligation in effect at the time of such Withdrawing Party’s notice of withdrawal during the
Withdrawal Period; provided further that if the Withdrawing Party is withdrawing because of a
modification of the Maximum Total Payment Obligation under section 8.1.3 and such
Withdrawing Party voted against the modification, such Withdrawing Party’s obligation to pay
its Maximum Payor Obligation shall be capped at the amount in effect immediately prior to such
modification. During such Withdrawal Period, a Withdrawing Party shall not be a Voting Payor.
At the end of the Withdrawal Period, all rights and obligations under this Agreement of the
Withdrawing Party shall terminate; provided that all obligations and liabilities accrued under this
Agreement through any such termination are hereby preserved until satisfied. Withdrawal of a
Planning Party does not affect obligations assumed by such Party pursuant to Facilities
Agreements.
18.4 Effect of Default
In the event a Planning Party fails to perform its payment obligations under section 8.3,
and such failure is not cured with 30 days of the date payment was due, that Planning Party shall
be deemed to have given a notice of withdrawal under section 18.3.
18.5 Rescission of Notice of Withdrawal
If a Withdrawing Party rescinds its notice of withdrawal during the Withdrawal Period
and such Withdrawing Party has paid ColumbiaGrid its Allocated Share of all Invoices issued by
ColumbiaGrid as of the date of such rescission, such Withdrawing Party shall not be considered
a New Payor and shall not be required to pay the New Payor fee under section 8.8.3. If such
Withdrawing Party withdrew because of a modification of the Maximum Total Payment
Obligation under section 8.1.3 and, pursuant to section 18.3, such Withdrawing Party has not
been paying a share of the increase in the Maximum Total Payment Obligation, the Withdrawing
Party shall also pay ColumbiaGrid an amount equal to such Withdrawing Party’s Allocated
Share of the amount such Withdrawing Party did not pay under this Agreement as a result of its
withdrawal plus interest on such unpaid amount from the time it would have been paid in the
absence of such withdrawal and continuing until such amount is paid. Such interest shall be
compounded daily at an annual interest rate equal to the lesser of (i) a rate equal to 200 basis
points above the per annum prime rate reported daily in The Wall Street Journal or (ii) the
maximum rate permitted by applicable law.
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18.6 Accelerated Withdrawal
If, as a result of an initial submittal for filing of this Agreement with the Commission by
ColumbiaGrid pursuant to section 17.3, the Commission fails to accept this Agreement for filing
without change or condition within 120 days after filing, then any Planning Party may withdraw
from this Agreement during the 90 day period following the Commission’s action or the
expiration of 240 days after initial submittal for filing of this Agreement, whichever comes first.
Such withdrawal shall be upon written notice to all other Planning Parties. Such accelerated
withdrawal shall not be subject to the requirements of sections 18.1 through 18.3, and the
Planning Party exercising a right of accelerated withdrawal shall have no further obligation
under this Agreement to make payments or participate after notice pursuant to this section;
provided that those other obligations which, in the ordinary course, would survive termination of
this Agreement by all Planning Parties shall survive. A holding by the Commission that it does
not require this Agreement to be on file shall not constitute a basis for accelerated withdrawal.
19. Miscellaneous
19.1 Notices
19.1.1 Permitted Methods of Notice. Any notice, demand, or request in
accordance with this Agreement, unless otherwise provided in this Agreement, shall be in
writing and shall be deemed properly served, given, or made to the address of the receiving Party
set forth below (i) upon delivery if delivered in person, (ii) upon execution of the return receipt,
if sent by registered United States or Canadian mail, postage prepaid, return receipt requested, or
(iii) upon delivery if delivered by prepaid commercial courier service.
The address of ColumbiaGrid shall be:
P.O. Box 2220
Vancouver, WA 98688
Attn: Jon Kaake
The address of the Planning Parties shall be:
Avista Corporation:

1411 E. Mission Ave.
Spokane, WA 99202-1902
Attn: Manager, Transmission Services
Bonneville Power Administration:

P.O. Box 3621
Portland, OR 97208-3621
Attn: Tara Exe
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Public Utility District No. 1 of Chelan County, Washington:

P.O. Box 1231
Wenatchee, WA 98807-1231
Attn: Chad Bowman
Public Utility District No. 2 of Grant County, Washington:

P.O. Box 878
Ephrata, WA 98823
Attn: Kevin Conway
Puget Sound Energy, Inc.:

P.O. Box 97034
Bellevue, WA 98009
Attn: George Marshall, Manager, Transmission Contracts
The City of Seattle, a municipal corporation of the State of Washington, acting by
and through its City Light Department:
700 Fifth Avenue, Suite 3300
Seattle, WA 98124
Attn: Wayman Robinett
Public Utility District No. 1 of Snohomish County, Washington:

P.O. Box 1107
Everett, WA 98206-1107
Attn: John D. Martinsen – E4
The City of Tacoma, Department of Public Utilities, Light Division
(dba Tacoma Power):
P.O. Box 11007
Tacoma, WA 98411-0007
Attn: Cathy Leone-Woods
19.1.2 Change of Notice Address. Any Party may at any time, by notice to
ColumbiaGrid, change the designation or address of the person specified to receive notice on its
behalf. In such case, ColumbiaGrid shall promptly notify all of the other Planning Parties of
such change.
19.1.3 Routine Notices. Any notice of a routine character in connection with
this Agreement shall be given in such a manner as the Parties may determine from time to time,
unless otherwise provided in this Agreement.
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19.2 Amendment or Modification
This Agreement may not be amended or modified except by any subsequent mutual
written agreement, duly executed by all then current Parties to this Agreement. If any provision
of this Agreement, or the application thereof to any person, entity, or circumstance, is held by a
court or regulatory authority of competent jurisdiction to be invalid, void, or unenforceable, or if
a modification or condition to this Agreement is imposed by a regulatory authority exercising
jurisdiction over this Agreement, the Parties shall endeavor in good faith to negotiate such
amendment or amendments to this Agreement as will restore the relative benefits and obligations
of the signatories under this Agreement immediately prior to such holding, modification, or
condition. If a Party finds such holding, modification, or condition unacceptable and the Parties
are unable to renegotiate a mutually acceptable resolution, a Party may by written notice to each
other Party withdraw from this Agreement pursuant to section 18; provided that the Withdrawal
Period for any such withdrawal shall be 15 days.
19.3 Construction of Agreement
Ambiguities or uncertainties in the wording of this Agreement shall not be construed for
or against any Party, but shall be construed in a manner that most accurately reflects the purpose
of this Agreement and the nature of the rights and obligations of the Parties with respect to the
matter being construed.
19.4 Integration
This Agreement, including the appendices hereto, constitutes the complete agreement of
the Parties and supersedes all prior or contemporaneous representations, statements, negotiations,
understandings, and inducements with respect to the subject matter of this Agreement. The
appendices hereto, as they may be revised from time to time, are incorporated by reference as if
fully set forth in this Agreement.
19.5 Existing Agreements Preserved
Nothing in this Agreement shall be interpreted to supersede the requirements of any
existing agreement unless otherwise expressly stated herein.
19.6 Governing Law
This Agreement shall in all respects be interpreted, construed and enforced in accordance
with the laws of the State of Washington, except to the extent that such laws may be preempted
by the laws of the United States or of Canada, as applicable; provided however that
notwithstanding the foregoing, with respect to a dispute involving a Planning Party that is a
United States government entity (including, but not limited to, a federal power marketing
administration), this Agreement shall in all respects be interpreted, construed, and enforced in
accordance with the laws of the United States. The Parties acknowledge that with respect to a
Planning Party that is an agency of the United States federal government, under law in effect as
of the effective date of this Agreement, such agency has not by this Agreement waived its
sovereign immunity.
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19.7 Equitable Relief
If the Planning Party seeks injunctive or other equitable judicial relief for the failure of
ColumbiaGrid to comply with its obligations to the Planning Party under this Agreement,
ColumbiaGrid agrees not to challenge such action on the basis that monetary damages would be
a sufficient remedy.
19.8 Singular and Plural; Use of “Or”
Any use of the singular in this Agreement also includes the plural and any use of the
plural also includes the singular. References to “or” shall be deemed to be disjunctive but not
necessarily exclusive. References to “including,” “include,” and “includes” shall be deemed to
mean “including but not limited to,” “include but not limited to,” and “includes but not limited
to,” respectively.
19.9 Headings for Convenience Only
The section headings in this Agreement are intended for convenience and reference only
and are not intended to define, limit, or describe the scope or intent of any provisions of this
Agreement.
19.10 Relationship of the Parties
19.10.1 No Partnership, Etc. Nothing contained in this Agreement shall be
construed to create an association, joint venture, trust, or partnership or to impose a trust or
partnership covenant, obligation, or liability on or with regard to any of the Parties. Each Party
shall be individually responsible for its own covenants, obligations, and liabilities under this
Agreement.
19.10.2 Rights Several. All rights of the Parties are several, not joint. Except as
may be expressly provided in this Agreement, no Party shall have a right or power to bind any
other Party without such other Party’s express written consent.
19.11 No Third Person Beneficiaries
This Agreement shall not be construed to create rights in, or to grant remedies to, any
Third Person as a beneficiary of this Agreement or of any duty, obligation, or undertaking
established in this Agreement. Nothing in this Agreement is intended to restrict the right of any
Planning Party or Interested Party to seek an order from the Commission under the Federal
Power Act.
19.12 No Dedication of Facilities
No undertaking by any Planning Party under or pursuant to any provision of this
Agreement shall constitute or be deemed to constitute a dedication of all or any portion of such
Planning Party’s Transmission System, to any other Party or to the public.
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19.13 Nonwaiver
Any waiver at any time by any Party of its rights with respect to any default under this
Agreement, or with respect to any other matter arising in connection with this Agreement, shall
not constitute or be deemed a waiver with respect to any other default or other matter arising in
connection with this Agreement. Any waiver must be delivered in writing, executed by an
authorized representative of the Party granting such waiver. Any delay short of the statutory
period of limitations in asserting or enforcing any right shall not constitute or be deemed a
waiver.
19.14 Further Actions and Documents
Each Party agrees to do all things, including, but not limited to, the preparation,
execution, delivery, filing, and recording of any instruments or agreements reasonably requested
by any other Party necessary to carry out the provisions of this Agreement.
19.15 Counterparts
This Agreement may be executed in counterparts, which may be executed at different
times. Each counterpart shall constitute an original but all counterparts together shall constitute
one and the same instrument. ColumbiaGrid shall maintain the original signature pages, and
shall prepare and distribute a conformed copy of this Agreement to the Planning Parties.
19.16 No Expansion of Commission Authority
Nothing in this Agreement, or any undertaking by or with ColumbiaGrid, is intended to
(a) create or grant the Commission authority over entities or matters which it would not
otherwise have, (b) imply or establish that any Party agrees, or is precluded from contesting, as
to whether or the extent to which the Commission has jurisdiction over a Party or matter or has
the authority to order particular relief, or (c) create a contractual obligation under this Agreement
to comply with any Facilities Order.
19.17 Representation of Qualified Person Status
Each Planning Party, upon its execution and delivery of this Agreement, represents that
such Planning Party is a Qualified Person.
19.18 Representation of Authority
Each Party, upon its execution and delivery of this Agreement, represents that it has
authority to enter into and perform this Agreement. Each Party represents that the individual
signing this Agreement on its behalf is authorized to sign this Agreement on behalf of the Party
for which such individual signs.
19.19 Planning Parties Records and Information Sharing
Each Planning Party shall maintain and make available for ColumbiaGrid’s inspection at
such Planning Party’s facilities, during normal business hours and upon request, data, records
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APPENDIX A

PLANNING PROCESS

1. On-Going Planning Activities; Iterative Process; Interim Approval
Although the planning process identified in this Appendix is described sequentially, it is
anticipated that the planning activities under this Agreement will be performed on a flexible,
iterative, and non-sequential basis. Accordingly, for example, ColumbiaGrid may submit Draft
Need Statements to the Board as needed for review and comment without waiting until such time
as the Draft System Assessment Report is submitted for review and comment.
2. Planning Criteria
ColumbiaGrid shall apply the then current versions of the following as Planning Criteria
for its system assessment, System Assessment Reports, and Needs Statements:
(i) planning standards applicable to TOPPs pursuant to law or
regulation (e.g., ERO and RRO);
(ii) NERC/WECC planning standards;
(iii) recognized regional planning or other reliability or transmission
adequacy criteria developed by the consensus of the TOPPs for use on the
Transmission Systems (ColumbiaGrid may sponsor a process for development of
such criteria); provided that a TOPP may have other planning criteria that are
more stringent than the ColumbiaGrid standards for use on its own system; and
(iv) with respect to planning criteria applicable to any particular TOPP,
such additional criteria then accepted by such TOPP and communicated to
ColumbiaGrid by written notice; provided that any such additional criteria shall
apply only to such TOPP.
3. System Assessment Report and Need Statements
Each year, ColumbiaGrid, in coordination with the Planning Parties and Interested
Persons, shall prepare a Draft System Assessment Report and Draft Need Statements for the
Biennial Plan then being developed; provided that Draft Need Statements need not be prepared
for a Draft System Assessment Report for the second year of a Planning Cycle for any Need
already identified in the previous system assessment or for any Need that does not require a
Near-Term EOP solution.
The procedure for the preparation of the Draft System Assessment Report and Draft Need
Statements shall be as follows:
(i) ColumbiaGrid, in coordination with the Planning Parties and
Interested Persons, shall perform a system assessment through screening studies
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of the RIS using the Planning Criteria to determine the ability of each TOPP to
serve, consistent with the Planning Criteria, its network load and native load
obligations, if any, and other existing long-term firm transmission obligations that
are anticipated to occur during the Planning Horizon. ColumbiaGrid shall base
such assessment on the then current and appropriate WECC planning base cases;
provided that Planning Parties shall provide updates to the input previously
provided to ColumbiaGrid pursuant to section 4.6 of the body of this Agreement
that was used by WECC to develop the planning base case. ColumbiaGrid shall
update the then current WECC planning base case to reflect such updated
information so that the system assessment reflects on-going transmission projects
on the RIS and the likely completion dates of such projects to the extent such
Projects and completion dates are reasonably forecasted to occur prior to the end
of the Planning Horizon. ColumbiaGrid shall post drafts of the system
assessment results as they become available during the system assessment process
on its Website subject to any appropriate conditions to protect Confidential
Information and CEII.
(ii) ColumbiaGrid, in coordination with Planning Parties and
Interested Persons, shall prepare a Draft System Assessment Report. Such Draft
Report shall identify Needs that the system assessment has projected to occur
during the Planning Horizon.
(iii) On an on-going basis, each TOPP shall endeavor to inform Staff of
any material change in conditions or any Need with respect to such TOPP
(anticipated to occur during the Planning Horizon) that is not reflected in the
system assessment. ColumbiaGrid shall include any such Needs in its Draft
System Assessment Report.
(iv) ColumbiaGrid, in coordination with the Planning Parties and
Interested Persons, shall develop conceptual transmission solutions to any Need
that is not expected to result in a Single System Project. ColumbiaGrid, in
coordination with the Planning Parties and Interested Persons, shall then identify
which of such Needs and related conceptual solutions are likely to result in Near-
Term EOPs.
(v) ColumbiaGrid, in coordination with the Planning Parties and
Interested Persons, shall develop a Draft Need Statement for each such Need and
its conceptual transmission solution so identified. Each such Draft Need
Statement shall include the following information at a minimum:
(1) a narrative description of the Need and the assumptions,
applicable Planning Criteria, and methodology used to determine the
Need;
(2) one or more conceptual transmission-based solutions to
meet the Need with estimated timelines and estimated costs to implement
each such solution; and
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(3) an indication of whether a non-transmission solution might
be viable to eliminate or delay the necessity for such a transmission-based
solution.
In the event that the Planning Parties, Affected Persons and ColumbiaGrid do not
reach consensus on the content of any such Draft Need Statement, Staff shall
determine the content of such Draft Need Statement; provided that in making its
determination, Staff shall consider any comments and possible transmission
solutions suggested by any Planning Party or Affected Person; provided further
that ColumbiaGrid shall note in the Draft Need Statement that it determined the
content of such statement and shall report the comments of Planning Parties and
Affected Persons.
(vi) ColumbiaGrid shall post drafts of the Draft Need Statements, as
they become available, on the Website subject to any appropriate conditions to
protect Confidential Information and CEII.
(vii) ColumbiaGrid, in coordination with the Planning Parties and
Affected Persons, will continue to work on Needs not likely to result in Near-
Term EOPs as needed and appropriate over time notwithstanding the fact that
Draft Need Statements for such Needs need not be prepared and included in the
then current Draft System Assessment Report and Draft Need Statements.
(viii) ColumbiaGrid shall present the Draft System Assessment Report
and Draft Need Statements to the Board for review and comment.
4. Study Teams
ColumbiaGrid shall facilitate and participate in Study Teams. Planning Parties shall, and
Affected Persons and Interested Persons may, actively participate in ColumbiaGrid planning
activities through membership in Study Teams.
4.1.1 Scope of Study Team Activities. The objective of each Study Team for
EOPs and Requested Service Projects shall be to collaboratively and timely develop a Project
that, with respect to an EOP, addresses a Need Statement and, with respect to a Requested
Service Project that affects more than a single Transmission System, serves the request for
service in a manner that meets time constraints in developing a Requested Service Project. Study
Teams for Capacity Increase Projects shall limit their activities to identifying and addressing
Material Adverse Impacts resulting from such Project, if any; provided upon the request of such
a Project’s sponsor, Study Teams for such Projects may assist the Project’s sponsor in the
development of other elements of such Project.
4.1.2 Participation in Study Teams. Any Planning Party, Affected Person or
Interested Person may participate in a Study Team, with the exception that participation in a
Requested Service Project Study Team may be limited due to tariffs or applicable law. TOPP(s)
that are potentially materially affected by a Need or a Proposed EOP shall participate in the
Study Team relating to such Need or Proposed EOP. With respect to an EOP Study Team, the
TOPP(s) primarily affected by the Need or a Proposed EOP shall assume primary responsibility
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for leading and performing necessary analytical work. With respect to a Requested Service
Project Study Team, the TOPP(s) receiving a transmission service or interconnection request
shall assume primary responsibility for leading and performing necessary analytical work. With
respect to a Capacity Increase Project Study Team for which the Project sponsor has requested
that the Study Team assist in the development of some or all of the elements of such Project, the
Planning Party proposing the Project shall assume primary responsibility for leading and
performing necessary analytical work.
At such time that ColumbiaGrid determines that a TOPP that is not involved may be
materially affected by the Project being developed, ColumbiaGrid shall so notify such TOPP,
and such TOPP shall participate in the Study Team.
ColumbiaGrid shall participate in each Study Team and, as needed, manage and facilitate
the Study Team process. ColumbiaGrid shall post drafts of summaries of the progress of the
Study Teams, including developing Plans of Service.
5. Development of EOPs After Development of Needs Statements
5.1 Formation of Study Teams
Staff shall hold a public meeting, with general notice to Planning Parties and Interested
Persons and specific notice to those TOPPs that ColumbiaGrid anticipates may be affected, for
the purpose of reviewing the Need Statements and soliciting participation in a Study Team to
develop an EOP for each Need Statement. Staff shall also consider convening Study Teams that
address more than one Need Statement. Staff shall monitor the progress of each Study Team and
will, as appropriate, bring Study Teams together in order to resolve differences, gain planning
efficiencies, or develop solutions that meet more than one Need Statement.
5.2 Elements of an EOP
The Study Team shall collaboratively develop a Proposed EOP. An EOP in a Biennial
Plan (or Plan Update) shall include the following: a plan of service describing the modifications
to the RIS to be made, list of Persons to make such modifications, estimated costs, schedule, cost
allocation, allocation of transmission capacity increased or maintained by an EOP, and
appropriate mitigation of Material Adverse Impacts resulting from such EOP; provided an EOP
shall not impose unmitigated Material Adverse Impacts on the RIS.
5.3 Non-Transmission Alternatives
As part of the Study Team process, the Study Team shall evaluate whether a Non-
Transmission Alternative sponsored and offered by a TOPP either eliminates or defers the
Need(s) being studied by the Study Team. If it does, the Non-Transmission Alternative should
be noted in the Plan and included in the assumptions used in future system assessment. In the
event that a non-TOPP Study Team participant proposes a Non-Transmission Alternative,
ColumbiaGrid shall direct such participant to the TOPP(s) on whose system(s) such alternative
may exist for discussion, study, and possible TOPP sponsorship; provided that the TOPP and
ColumbiaGrid shall have no responsibility or obligation to develop or analyze a proposed Non-
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Transmission Alternative other than to determine, in the event a TOPP subsequently sponsors
such an alternative, whether such alternative either eliminates or delays a Need.
5.4 Completion of a Proposed EOP
With respect to a Near-Term EOP, a Proposed EOP is ready for inclusion in a Draft
Biennial Plan when all of the following that have actively participated in a related Study Team
have consented to each element of such EOP: Persons who would be identified as a Designated
Person in section 6.1 of the body of this Agreement or any Person who would bear Material
Adverse Impacts from such EOP if not for the mitigation included in the EOP.
In the event that such Affected Persons do not reach agreement on any element(s) of a
Near-Term EOP, the Staff shall make a recommendation for any unresolved element(s) of a
Near-Term EOP and may, as the Staff finds appropriate, present fully-developed alternatives for
the Board’s consideration. The Staff shall inform the Study Team regarding its recommendation
and allow the Study Team the opportunity to comment. In the event there is still not agreement
among the Affected Persons, the Staff shall include its recommendation in the Draft Plan. In
such event, ColumbiaGrid shall endeavor to make an equitable allocation of the costs of an EOP
taking into account (i) the causation of the Need giving rise to such EOP or (ii) the delay or
elimination during the Planning Horizon of any Need as a result of the EOP. Where there are
two affected TOPPs, and one has a Need and the best way to meet that Need is to upgrade
facilities on the other TOPP’s system, ColumbiaGrid shall allocate costs in a form of Facilities
Agreement to the TOPP causing the Need. ColumbiaGrid may also allocate costs to a TOPP in a
Facilities Agreement whose Need does not give rise to the Staff-Recommended EOP but that has
a Need during the Planning Horizon that is met by such EOP; provided that ColumbiaGrid shall
not allocate costs to such TOPP in an amount that exceeds the cost that would have been
incurred by such TOPP had it met its Need with a separate EOP. The Staff shall not allocate
costs based upon other potential future system benefits. When the Staff submits the Draft Plan to
the Board for approval, the Staff shall identify such elements and shall include a summary
analysis of minority positions on any aspect of such Staff-Recommended EOP.
6. Requested Service Projects
6.1 Receipt of Transmission Service or Interconnection Request
Each TOPP shall receive new transmission and interconnection requests in accordance
with such TOPP’s procedures; provided that if ColumbiaGrid offers a functional agreement to
provide processing services for transmission or interconnection requests in addition to those
provided in this Agreement, eligible TOPPs may sign such agreement. With respect to any
request for transmission service or interconnection received by any Planning Party, nothing in
this Agreement shall preclude any Planning Party from responding if and as such Planning Party
determines is appropriate under its OATT.
6.2 Requested Service Assessment; Formation of Study Teams
When a TOPP has a completed transmission service application, determines that it does
not have sufficient capacity to serve such request and reasonably believes that the requested
service may impact a transmission system other than that of such TOPP, and the customer has
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indicated to the TOPP that it wants to pursue further study, such TOPP shall notify
ColumbiaGrid that it has a request for a study. ColumbiaGrid shall perform a Requested Service
Assessment to determine which transmission systems, including those of non-Planning Parties,
are affected.
When a TOPP has received an interconnection request and reasonably believes that such
request or a Project to satisfy the request will affect a transmission system other than that of such
TOPP, such TOPP shall notify ColumbiaGrid of such request and such determination.
ColumbiaGrid shall perform a Requested Service Assessment to determine which transmission
systems, including those of non-Planning Parties, are affected.
In each such instance above, ColumbiaGrid shall notify those Persons it determines are
potentially Affected Persons and convene a Study Team, which should develop a study
agreement in accordance with the TOPP’s policies and procedures; provided that participation in
Study Teams convened for an interconnection request may, consistent with such TOPP’s OATT,
be limited to the requesting Person and Affected Persons. ColumbiaGrid, in consultation with
Planning Parties and Interested Persons, shall cluster requests for purposes of performing studies
when practical. The TOPP with the request shall inform its transmission or interconnection
requesting Person regarding the needed study and the estimated costs. If the transmission or
interconnection requesting Person is willing to assume the costs of such study and instructs the
TOPP to proceed, the Study Team shall develop a solution to provide sufficient capacity to serve
the request.
Upon execution of a study agreement, ColumbiaGrid will (subject to any applicable
confidentiality requirements under the OATT under which the transmission or interconnection
service request was submitted) post the request, information concerning any clustering of the
request, the identity of the parties to the study agreement, and the study schedule, and will from
time to time update the posting to provide other pertinent information.
6.3 Elements of a Requested Service Project
The Study Team shall collaboratively develop a Proposed Requested Service Project.
Each TOPP that receives a transmission service or interconnection request shall retain its
obligation under its OATT to perform studies, with participation of the requestor as appropriate
in accordance with the TOPP’s procedures. A Requested Service Project in a Biennial Plan (or
Plan Update) shall include a Plan of Service, estimated costs, transmission capacity allocation,
cost and ownership allocation, and schedule.
6.4 Completion of a Proposed Requested Service Project
A Proposed Requested Service Project is ready for inclusion in a Draft Plan when (i) all
of the Affected Persons identified by ColumbiaGrid that have actively participated in a related
Study Team have agreed to each element of such Requested Service Project, and (ii) the Study
Team has confirmed that such Project meets the request and has appropriately mitigated Material
Adverse Impacts resulting from such Project on any transmission systems, and (iii) the requestor
has agreed to pursue the Project. Such Requested Service Project may be memorialized in a
project agreement prior to its inclusion in a Draft Plan and, in such instance, is being included in
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such Draft Plan for information purposes. In the event that such Affected Persons do not reach
agreement on a Requested Service Project in whole or in part within a reasonable time, Staff
shall make a recommendation for any unresolved element(s) and may, as the Staff finds
appropriate, present fully-developed alternatives for the Board’s consideration. The Staff shall
inform the Study Team regarding its recommendation and allow the Study Team the opportunity
to comment. In the event there is still not agreement amongst the Affected Persons, the Staff
will develop a recommended Plan of Service. If there is an accompanying Need which can be
delayed or eliminated by the Requested Service Project within the Planning Horizon,
ColumbiaGrid shall endeavor to make an equitable allocation of costs of such Staff-
Recommended Requested Service Project based upon the affected TOPP’s OATT requirements
and the delay or elimination of the Need. ColumbiaGrid may allocate costs in a Facilities
Agreement to a TOPP that has a Need during the Planning Horizon that is met by the Requested
Service Project; provided that ColumbiaGrid shall not allocate costs in an amount that exceeds
the cost that would have been incurred by such TOPP had it met its Need with a separate EOP.
The Staff shall not allocate costs based upon other potential future system benefits. A Staff-
Recommended Requested Service Project shall not have any unmitigated Material Adverse
Impacts resulting from such Project on any transmission systems. The Staff may present more
than one Recommended Requested Service Project for the Board to select from. When the Staff
submits the Staff Recommended Project to the Board for approval, the Staff shall identify any
unresolved element(s) and shall include a summary analysis of positions advanced by any
Affected Persons on such unresolved element(s). If the Staff-Recommended Requested Service
Project is approved by the Board and agreed upon by the requestor and all Affected Persons it
will be included in the Draft Plan.
7. Single System Projects
7.1 Notification of Single System Projects
Each Planning Party shall advise ColumbiaGrid of any Single System Projects that it is
planning on its Transmission System.
If the system assessment performed by Staff under section 3 of this Appendix identifies a
Need on a single Transmission System, Staff shall inform the subject TOPP of such Need and, if
such TOPP concludes that such Need may be resolved on its Transmission System, the TOPP
shall inform ColumbiaGrid of such resolution. In such instances, the Staff will include such
Need in the Draft System Assessment Report for information purposes. If any Affected Person
requests a Study Team to evaluate Material Adverse Impacts resulting from a potential Single
System Project at a “section 3 meeting” to discuss the Draft System Assessment Report and
Need Statements, ColumbiaGrid shall convene such a Study Team.
The TOPP shall submit proposed Single System Projects to ColumbiaGrid.
ColumbiaGrid shall inform the Planning Parties regarding any such Single System Project. If
any Planning Party is concerned that such Single System Project will result in unmitigated
Material Adverse Impacts, ColumbiaGrid shall convene a Study Team to evaluate whether there
are unmitigated Material Adverse Impacts. If there are not unmitigated Material Adverse
Impacts, ColumbiaGrid shall include such Single System Projects in the Plan for information
purposes and include such Single System Project in future system assessments. If there are
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unmitigated Material Adverse Impacts, such Project is not a Single System Project and should be
further developed through the ColumbiaGrid planning process as an EOP.
8. Capacity Increase Projects
8.1 Notification of Capacity Increase Projects
Each Planning Party shall advise ColumbiaGrid of any Capacity Increase Projects that it
is planning or anticipates participating in on the RIS.
8.2 Formation of Study Team
If the Project’s sponsor requests a Study Team for project development, ColumbiaGrid
will determine whether there is sufficient interest and, if so, shall convene such Study Team for
such purposes. If any Affected Person requests a Study Team to evaluate Material Adverse
Impacts resulting from a Capacity Increase Project, ColumbiaGrid shall convene such a Study
Team.
8.3 Elements of Capacity Increase Project
A Capacity Increase Project in a Biennial Plan (or Plan Update) shall include the
following: plan of service, estimated costs, the expected amount of transmission capacity added
for each new or existing path, reasons for the Project, the Persons who are responsible for the
costs and construction of the project, the owners and operators of the added facilities, schedule,
including estimated completion date, transmission rights allocation, Material Adverse Impacts, if
any, and any mitigation of Material Adverse Impacts; provided that any unmitigated Material
Adverse Impacts shall be subject to resolution in the WECC regional planning or path rating
process. To the extent that any such details are included in a Draft Biennial Plan, Draft Plan
Update, or Biennial Plan or a Plan Update, such inclusion shall be for information purposes only,
and the Board may only note Material Adverse Impacts in accordance with section 10.4.1.3 of
this Appendix.
8.4 Request for Cost Allocation for Capacity Increase Project
A Planning Party may request a cost allocation recommendation from ColumbiaGrid on a
Capacity Increase Project if the related Study Team is unable to come to voluntary agreement on
the cost allocation. This recommendation is non-binding but can be used by the Study Teams to
facilitate agreement on cost allocation.
9. Expanded Scope Projects
9.1 Assessing Interest in Expanding the Scope of Project
Prior to including any Project in a Draft Biennial Plan or Draft Plan Update, the Staff
shall determine, in an open process, whether there is interest in expanding the scope of such
Project; provided absent agreement of the TOPP(s) whose Transmission System(s) has a
projected Need, consideration of the request to expand the scope of an EOP may not
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unreasonably delay project development beyond the point where there is sufficient lead time for
the original Project to be completed to meet the Need or as otherwise required.
9.2 Formation of Study Team
If there is interest, Staff shall establish a Study Team to evaluate and develop the
expansion. Those Planning Parties or Interested Persons who are interested in becoming project
sponsors shall assume primary responsibility for leading and performing necessary analytical
work, and shall be responsible for the study costs of evaluating the expansion.
9.3 Completion of a Proposed Expanded Scope Project
The Staff shall assist the Affected Persons identified by ColumbiaGrid that have actively
participated in a related Study Team in resolving transmission capacity rights issues if such
Persons are unable to reach agreement. An Expanded Scope Project shall be included in a Plan
(or Draft Biennial Plan or Draft Plan Update) in lieu of the Project without expansion only when
(i) the sponsors of the expansion have agreed to fund the incremental cost of such Expanded
Scope Projects, (ii) each sponsor of the Project as originally configured would receive equivalent
or better service (including meeting the Need) at no greater cost than it would have paid for the
original Project, and (iii) such Project would not have unmitigated Material Adverse Impacts.
10. Process for Adoption of Plans
10.1 Draft Plan
10.1.1 Contents of Draft Plan. The Staff shall prepare a Draft Plan based upon
the ColumbiaGrid planning process that contains:
(i) Recommended Projects
a. EOPs
i. Recommended Near-Term EOPs
A. Recommended Near-Term EOPs, including an
analysis of how such Projects meet their respective Needs and a
verification that each EOP does not result in unmitigated Material
Adverse Impacts on any transmission system;
B. Staff-Recommended Near-Term EOPs, including an
analysis of how such Projects meet their respective Needs, a
verification that each such EOP does not result in unmitigated
Material Adverse Impacts on any transmission system, and an
analysis supporting any other Staff-recommended elements, such
as cost or capacity allocation; provided that Staff may only submit
recommendations for Near-Term EOPs for which the Affected
Persons identified by ColumbiaGrid that have actively participated
in a related Study Team have been unable to reach agreement in
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whole or in part; provided further that the Staff shall also provide
for informational purposes the alternative opinions developed
during the study process;
ii. Recommended EOPs that the Affected Parties agree are
ready for implementation, including an analysis of how such Projects meet
their underlying Needs and a verification that each such Project does not
result in Material Adverse Impacts on any transmission system;
iii. A list of alternative plans of service for EOPs that were
identified and considered in the ColumbiaGrid planning process for
possible inclusion in the Draft Plan; and
iv. A list of Non-Transmission Alternatives that have been
sponsored by TOPPs and that resulted in a delay or elimination of a Need.
b. Recommended Requested Service Projects
i. Recommended Requested Service Projects, including an
analysis of how such Projects meet the underlying transmission service
and interconnection requests and a verification that each such Project does
not result in any unmitigated Material Adverse Impacts on any
transmission system;
ii. Staff-Recommended Requested Transmission Projects,
including an analysis of how such Projects meet the underlying
transmission service or interconnection requests and a verification that
each such Project does not result in any unmitigated Material Adverse
Impacts on any transmission system, and an analysis supporting any other
Staff-recommended elements; and
iii. A list of alternative plans of service that were identified and
considered in the ColumbiaGrid planning process for possible inclusion in
the Draft Plan;
c. Capacity Increase Projects, including an identification of
unmitigated Material Adverse Impacts on any transmission system, if any;
d. Single System Projects;
e. Expanded Scope Projects; including a verification that each such
Project does not result in any unmitigated Material Adverse Impacts on any
transmission system;
f. System Assessment Report and Need Statements;
g. A list of Study Teams and their participants; and
Appendix A -10-
Planning Process
Staff_PR_040 Attachment A Page 62 of 98
h. Other information that the Board may find helpful in making its
decision.
In preparing the Draft Plan, the Staff shall solicit and consider the comments of Interested
Persons, Affected Persons, and Planning Parties. The Staff shall post a preliminary Draft Plan on
the Website and obtain stakeholder comment prior to finalizing the Draft Plan and may include a
summary of the comments received; provided that the Staff shall redact Confidential Information
and CEII from the Draft Plan that is made public. The Staff shall include such redacted
information in the Draft Plan submitted to the Board. The Staff shall include the documentation
as the Staff finds appropriate for purposes of Board review and action; provided the
documentation should be sufficient for subsequent review in an appropriate forum. The Draft
Plan shall clearly identify which Projects (i) must be commenced in the upcoming Planning
Cycle in order to have sufficient lead time for implementation or are ready for implementation,
(ii) have planning underway but do not require commencement in the upcoming yet critical or
ready for implementation, and (iii) have planning at a conceptual or preliminary stage.
10.1.2 Timing. The Staff shall submit the Draft Plan for Board adoption at a
time interval no greater than every two years.
10.2 Review Process
The Board shall review the Draft Plan in an open, public process. In doing so, the Board
shall make available the draft Plan, study reports and electronic data files, subject to appropriate
protection of Confidential Information and CEII to all Planning Parties and Interested Persons
and provide the public an opportunity to supply information and provide written or oral
comments to the Board. The Board may adopt additional procedures to carry out its review
process.
10.3 Basis for Plan Adoption
The Board shall base its review and adoption of the Plan on the technical merits of the
Draft Plan, the consistency of the Projects listed in the Draft Plan with the Functional
Agreement, and considering comments and information provided during the review process.
10.4 Plan Adoption
The Board shall review and take action regarding the Draft Plan as follows:
10.4.1 Recommended Projects
10.4.1.1 EOPs
10.4.1.1.1 Recommended Near-Term EOPs and
Recommended EOPs. The Board shall review and may approve the following with respect to
each Recommended EOP: the Study Team’s determination that (i) it meets its underlying Need
Statement(s) and (ii) does not impose unmitigated Material Adverse Impacts. Those elements
that are not approved by the Board shall be remanded to the Staff and Affected Persons identified
Appendix A -11-
Planning Process
Staff_PR_040 Attachment A Page 63 of 98
by ColumbiaGrid that have actively participated in a related Study Team for further
consideration and analysis and development.
10.4.1.1.2 Staff-Recommended EOPs. The Board shall review
and may approve the following with respect to each Staff-Recommended EOP: the Staff
determination that it meets its underlying Need Statement(s), its Plan of Service, sponsorship,
schedule, cost allocation, transmission rights allocation, and mitigation of Material Adverse
Impacts. Those elements that are not approved by the Board shall be remanded to the Staff
which may, in cooperation with the Study Team, revise the recommendation and resubmit it to
the Board; provided that the Board may modify a recommended cost allocation or transmission
capacity allocation to the extent such modification is supported by the record.
10.4.1.2 Requested Service Projects
10.4.1.2.1 Recommended Requested Service Projects. The
Board shall review and may approve the Study Team’s determination that each Recommended
Requested Service Project (i) serves its underlying transmission service or interconnection
request and (ii) does not result in any unmitigated Material Adverse Impacts on any transmission
system; provided that no Recommended Requested Service Project shall be included in any Plan
unless the requestor and all Affected Persons agree upon such Requested Service Project. If the
Board determines that there are unmitigated Material Adverse Impacts, such Project shall be
remanded to the Staff and Affected Persons identified by ColumbiaGrid that have actively
participated in a related Study Team for further analysis.
10.4.1.2.2 Staff-Recommended Requested Service Projects.
The Board shall review and may approve the Staff’s determination that each Staff-
Recommended Requested Service Project serves the underlying transmission service or
interconnection request, the Plan of Service, transmission capacity allocation, sponsorship, and
mitigation of Material Adverse Impacts resulting from such Project on any transmission system;
provided that no Staff-Recommended Requested Service Project shall be included in any Plan
unless the requestor and all Affected Persons agree upon such Requested Service Project. Those
elements that are not approved by the Board shall be remanded to the Staff which may, in
cooperation with the Study Team, revise the recommendation and resubmit it to the Board;
provided that the Board may modify a recommended cost allocation or transmission capacity
allocation to the extent such modification is supported by the record.
10.4.1.3 Capacity Increase Projects. The Board shall review the Study
Team’s evaluation of Material Adverse Impacts resulting from each such Project on any
transmission system. The Board shall not disapprove or modify project elements (developed by
the Project sponsor(s) or a Study Team) as such information is only included in the Draft Plan
for informational purposes. If the Board determines that there are unmitigated Material Adverse
Impacts resulting from such a Project on any transmission system, the Board shall note such
Material Adverse Impacts in the Plan and defer to the resolution of such Material Adverse
Impacts in the WECC regional planning or path rating process.
10.4.1.4 Expanded Scope Projects. The Board shall review and may
approve the Study Team’s determination that there are no unmitigated Material Adverse Impacts
Appendix A -12-
Planning Process
Staff_PR_040 Attachment A Page 64 of 98
resulting from each such Expanded Scope Project on any transmission system and, for Expanded
Scope Projects that have an underlying EOP or Requested Service Project, the underlying Need
or request is still met with an equivalent or better service at no greater cost than it would have
paid for the underlying project. The Board shall not disapprove or modify project elements
associated with the project expansion (developed by the Project sponsor(s) or a Study Team) as
such information is only included in the Draft Plan for informational purposes. If the Board
determines that there are unmitigated Material Adverse Impacts resulting from such a Project on
any transmission system or that the underlying Need or request is not met with an equivalent or
better service at no greater cost than it would have paid for the underlying project, the Board
shall remand such Project to the Staff and Affected Persons identified by ColumbiaGrid that
have actively participated in a related Study Team for further analysis.
10.4.2 Other Information Included in the Draft Plan. The Board shall include
in the Biennial Plan for informational purposes all of the other content in the Draft Biennial Plan
that was provided for informational purposes unless the Board determines it has good cause not
to include such content.
10.4.3 Remands. In the event that the Board remands an item to the Staff and
the Study Teams for further analysis and discussion, the Board shall identify specific questions
or concerns to be answered or further researched by the Staff and Affected Persons identified by
ColumbiaGrid that have actively participated in a related Study Team before the Board approves
or confirms the matter that has been remanded. If the Board determines that a transmission
alternative submitted in the public review process or that a transmission alternative to a Staff-
Recommended Project is potentially preferable to the proposed Staff-Recommended Project, the
Board may remand such alternative to the Staff, Planning Parties, and Interested Persons for
further analysis and discussion. The Board and Staff shall attempt to minimize the total number
of times a Project is remanded.
10.4.4 Reconsideration Process. The Board shall develop and make available a
reconsideration process that provides Persons who are materially impacted by such decision and
did participate in any underlying Study Team to request within ten days that the Board
reconsider a specific decision within the Board’s approval. If reconsideration of a Board
decision is sought by any such Person, ColumbiaGrid shall promptly convene a meeting, chaired
by the ColumbiaGrid President, to which it invites the chief executive officer or equivalent
executive of all Affected Persons to determine whether they can reach agreement on the disputed
decision. If agreement is not reached, the Board shall pursue the reconsideration process. The
reconsideration process will provide for input from all involved Persons (including Planning
Parties) and Staff, and the Board will make its reconsidered decision known within 90 days from
the date of the request. If, upon reconsideration, the Board modifies its decision, the
modification shall also be subject to a petition for reconsideration.
10.4.5 Post-Board Approval Project Modifications. In the event that Project
sponsor(s) discover during siting and environmental review processes that modifications are
needed to an EOP in order for such EOP to receive needed regulatory approval or in order to
implement such EOP, the Staff shall review the proposed modification(s) in a public process to
determine whether the proposed modified Project continues to satisfy the Need and whether
Appendix A -13-
Planning Process
Staff_PR_040 Attachment A Page 65 of 98
Material Adverse Impacts to transmission systems, if any, are mitigated. The Staff shall
communicate the results of its findings to the Board as follows.
10.4.5.1 Summary Change Statement. Staff will provide a summary
change statement to the Board when such changes are found by Staff to resolve the problem,
mitigate Material Adverse Impacts, if any, and have the support of Affected Persons. In these
situations the Board will not be required to take action for the revised plan to be included in the
next Plan.
10.4.5.2 Staff Recommendation. Staff, when it finds any of the
following,
(i) the Plan of Service being implemented does not resolve the Need,
(ii) there is disagreement between or among the sponsors and
participants as to the Plan of Service, sponsorship, schedule, cost allocation, or
transmission rights allocation, or
(iii) mitigation of Material Adverse Impacts is lacking,
will provide a recommendation to the Board on what actions if any the Board should take. For
example, the Staff recommendation could be one or a combination of the following: (i)
withdraw Board approval or acceptance of the Project, (ii) address the situation in a subsequent
system assessment, (iii) start a Study Team to look at alternatives, or (iv) bring the Affected
Persons together to see if there is interest in having ColumbiaGrid mediate differences.
10.4.5.3 Board Consideration. In these situations, the Board shall consider the
Staff recommendation and shall accept the recommendation or ask the Staff to reconsider its
recommendation in light of additional factors that the Board may want included in the
recommendation. No Project modification pursuant to this section 10.4.5 shall be deemed to
amend any Facilities Agreement, and any amendment to any Facilities Agreement shall be
subject to and pursuant to the provisions of such Facilities Agreement for its amendment (and
subject to the provisions of section 6.2 of the body of this Agreement).
11. Initial Steps; Compilation of Existing Planning Documents
Within six months after the execution of this Agreement, ColumbiaGrid shall request
from the Planning Parties that each provide its then current transmission expansion plan to
ColumbiaGrid. Using the material provided by the Planning Parties, ColumbiaGrid shall
compile the plans of service and post such compilation on its Website.
Appendix A -14-
Planning Process
Staff_PR_040 Attachment A Page 66 of 98
APPENDIX B

PRO FORMA
FACILITIES AGREEMENT
FOR
[Insert name of EOP] EOP
AMONG
COLUMBIAGRID
AND
[Insert name(s) of Designated Person(s)]

Appendix B
Facilities Agreement
Staff_PR_040 Attachment A Page 67 of 98
CONTENTS

1. Definitions.......................................................................................................................... 2
2. Term................................................................................................................................... 5
3. Exhibits.............................................................................................................................. 5
4. Responsibility for Performance of Work........................................................................... 7
5. Ownership.......................................................................................................................... 7
6. Cost Responsibility............................................................................................................ 7
7. Transfer Capability .......................................................................................................... 10
8. Revisions in Work by Constructing Party ....................................................................... 10
9. Rights When Cost of Work Exceeds Allocated Cost Maximums ................................... 11
10. Default of Paying Party.................................................................................................... 12
11. Failure of Performance by Constructing Party ................................................................ 14
12. Election by Paying Party to Meet Need in Alternative Manner ...................................... 14
13. Uncontrollable Force and Other Excused Non-Performance .......................................... 15
14. Interconnected Operation................................................................................................. 16
15. Liability and Damages..................................................................................................... 16
16. Assignments and Conveyances........................................................................................ 17
16.1 Successors and Assigns........................................................................................ 17
16.2 Assignment of ColumbiaGrid’s Rights and Obligations..................................... 17
16.3 Assignment of a Party’s Rights and Obligations................................................. 17
16.4 Assignment of Facilities ...................................................................................... 17
16.5 Effect of Permitted Assignment........................................................................... 18
16.6 Consent Not Unreasonably Denied or Delayed................................................... 18
17. Informal Dispute Resolution and Arbitration of Factual Disputes.................................. 18
17.1 Informal Dispute Resolution................................................................................ 18
17.2 Arbitration of Factual Dispute Procedures .......................................................... 18
17.3 Arbitration Decisions........................................................................................... 19
17.4 Costs..................................................................................................................... 19
17.5 Rights Under The Federal Power Act.................................................................. 19
17.6 List of Potential Arbitrators................................................................................. 19
18. Notices ............................................................................................................................. 19
18.1 Permitted Methods of Notice............................................................................... 19
Appendix B -i-
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Staff_PR_040 Attachment A Page 68 of 98
18.2 Change of Notice Address................................................................................... 20
18.3 Routine Notices.................................................................................................... 20
19. Amendment or Modification............................................................................................ 20
19.1 Amendment by Mutual Agreement ..................................................................... 20
19.2 Invalidity.............................................................................................................. 20
19.3 Conformance to Pro Forma.................................................................................. 20
20. Construction of Agreement.............................................................................................. 21
21. Integration........................................................................................................................ 21
22. Existing Agreements Preserved....................................................................................... 21
23. Governing Law ................................................................................................................ 21
24. Singular and Plural; Use of “Or” ..................................................................................... 21
25. Headings for Convenience Only...................................................................................... 22
26. Relationship of the Parties............................................................................................... 22
26.1 No Partnership, Etc.............................................................................................. 22
26.2 Rights Several...................................................................................................... 22
27. No Third Person Beneficiaries......................................................................................... 22
28. No Dedication of Facilities.............................................................................................. 22
29. Nonwaiver........................................................................................................................ 22
30. Further Actions and Documents ...................................................................................... 22
31. Counterparts..................................................................................................................... 23
32. Representation of Authority............................................................................................. 23

EXHIBITS
Exhibit A – Plan of Service
Exhibit B – Responsibility Chart
Exhibit C – Performance Milestones
Exhibit D – Cost of Allocation
Exhibit E – Estimated Payment Schedule
Exhibit F – Additional or Maintained Transmission Capacity
Appendix B -ii-
Facilities Agreement
Staff_PR_040 Attachment A Page 69 of 98

FACILITIES AGREEMENT

This FACILITIES AGREEMENT (“Agreement”) is entered into as of [insert date of
Facilities Agreement], by and among ColumbiaGrid, a Washington non-profit corporation,
[insert each Designated Person] (individually referred to as “Party” and in the plural referred to
as “Parties”).
RECITALS
A. The Board of Directors of ColumbiaGrid, a Washington state non-profit
corporation, on [insert date of Plan approving underlying EOP] approved an Existing Obligation
Project (the “[insert name of EOP] EOP”) pursuant to the ColumbiaGrid Planning and
Expansion Functional Agreement (as it may be amended from time to time, “Planning
Agreement”).
B. The [insert name of EOP] EOP is generally comprised of the following on the
transmission system(s) of the following and is more particularly described in Exhibit A (Plan of
Service): [Insert general description of each involved transmission system and facilities to be
installed].
C. The [insert name of EOP] EOP was approved by the Board to address the
following Need(s) as identified by ColumbiaGrid pursuant to the Planning Agreement: [Insert
brief description of Need(s) and reference the Biennial Plan or Plan Update that includes the
Needs Statement that resulted in the underlying EOP].
D. The Parties are ColumbiaGrid and the Designated Persons, as determined by
ColumbiaGrid pursuant to the Planning Agreement, for the [insert name of EOP] EOP.
E. The Parties are entering into this Agreement to address: (1) the coordination of
pre-construction activities, including environmental, budgetary, and regulatory processes, (2) the
responsibility for planning, designing, siting, construction, payment and ownership for the
[insert name of EOP] EOP facilities, and (3) allocation of any incremental transmission capacity
resulting from the [insert name of EOP] EOP.
F. Pursuant to the foregoing, ColumbiaGrid has tendered this Agreement to the other
Parties, and all Parties agree as follows:
Appendix B -1-
Facilities Agreement
Staff_PR_040 Attachment A Page 70 of 98
AGREEMENT
1. Definitions
All capitalized terms not defined in this Agreement shall have the meanings given to such
terms in the Planning Agreement.
1.1 “Agreement Limiting Liability Among Western Interconnected Systems” or
“WIS Agreement” means at any time the Agreement Limiting Liability Among Western
Interconnected Systems as it may have then been amended.
1.2 “Allocated Cost Maximum” means for each Paying Party with respect to the Cost
of any Work an amount equal to (i) its Allocated Share of the Cost Maximum for such Work, as
set forth in Exhibit D plus (ii) any additional amount of Cost for such Work for which such
Paying Party agrees to assume responsibility pursuant to sections 9.1.2, 10.2, or 12.
1.3 “Allocated Share” means for each Paying Party with respect to the Cost of any
Work an amount equal to its share or portion of the Cost of such Work, as set forth in Exhibit D.
1.4 “Arbitrating Party” has the meaning given such term in section 17.2.
1.5 “Assuming Party” has the meaning given such term in section 10.2.
1.6 “Board” means the Board of Directors of ColumbiaGrid.
1.7 “Breaching Party” has the meaning given such term in section 15.1.
1.8 “Constructing Party” means, with respect to each facility comprising the Plan of
Service, each Party responsible for performance of Work with respect to such facility as
specified in Exhibit B.
1.9 “Cost” means, with respect to Work by each Constructing Party: (i) the direct
costs reasonably and necessarily incurred and paid by such Constructing Party in the
performance of such Work, (ii) overhead reasonably allocable to such Work, and (iii) Interest on
such direct costs from the later to occur of the date of this Agreement and the date of payment by
the Constructing Party of such direct costs and continuing until the date of invoicing of the
Paying Party(ies) for such direct costs.
1.10 “Cost Maximum” means, with respect to the performance of Work on each of the
facilities in the Plan of Service by a Constructing Party, the estimated cost of such Work plus a
reasonable contingency, all as set forth in Exhibit B. [Insert in Exhibit B the amount of the
estimate by each Constructing Party of the Cost of the Work it is to perform plus a reasonable
contingency; provided that such amount in Exhibit B may differ from Constructing Party’s
estimate of the Cost of such Work (plus a reasonable contingency) and instead equal
ColumbiaGrid’s estimate of the Cost of such Work (plus a reasonable contingency) if (i)
ColumbiaGrid determines for good cause at the time it offers and enters into this Agreement to
adopt for this Agreement its estimate rather than the Constructing Party’s or the Constructing
Party has not then provided an estimate of Cost (plus a reasonable contingency) for use by
Appendix B -2-
Facilities Agreement
Staff_PR_040 Attachment A Page 71 of 98
ColumbiaGrid as the Cost Maximum in Exhibit B and (ii) ColumbiaGrid provides a written
explanation to all Parties of such good cause, the basis for any such determination and the basis
for ColumbiaGrid’s estimate of the Cost of such Work.]
1.11 “Cure” has the meaning given such term in section 10.1.
1.12 “Defaulting Paying Party” has the meaning given such term in section 10.1.
1.13 “Good Utility Practice” means any of the practices, methods, and acts engaged in
or approved by a significant portion of the electric utility industry during the relevant time
period, or any of the practices, methods, and acts which, in the exercise of reasonable judgment
in light of the facts known at the time the decision was made, could have been expected to
accomplish the desired result at a reasonable cost consistent with good business practices,
reliability, safety, and expedition. Good Utility Practice is not intended to be limited to the
optimum practice, method, or act to the exclusion of all others, but rather to be acceptable
practices, methods, or acts generally accepted in the Pacific Northwest.
1.14 “Interest” means interest compounded daily at an annual interest rate equal to the
lesser of (i) a rate equal to 200 basis points above the per annum prime rate reported daily in The
Wall Street Journal or (ii) the maximum rate permitted by applicable law.
1.15 “Liquidated Damages” means compensation as specified in section 15 for
expenses ColumbiaGrid would not have incurred but for a Party’s breach and which is not a
penalty.
1.16 “Milestones” mean, with respect to Work by each Constructing Party, the
schedule for specific major milestone events that must occur in order for each facility in the Plan
of Service with respect to such Work to be completed and placed in commercial operation, which
Milestones are set forth in Exhibit C. [Insert in Exhibit C each Constructing Party’s estimated
dates for its achievement of the Milestones for its Work consistent with the completion and
commencement of commercial operation of the [insert name of EOP] EOP by the Target Date;
provided that such dates in Exhibit C for such achievement may differ from the Constructing
Party’s estimated dates and instead equal ColumbiaGrid’s estimated dates for such achievement
if (i) ColumbiaGrid determines for good cause at the time it offers and enters into this Agreement
to adopt for this Agreement its estimated dates rather than the Constructing Party’s or the
Constructing Party has not then provided estimated dates for such achievement for Exhibit C
and (ii) ColumbiaGrid provides a written explanation to all Parties of such good cause, the basis
for any such determination and the basis for ColumbiaGrid’s estimated dates for such
achievement.]
1.17 “Need” means, for purposes of this Agreement, each Need identified by
ColumbiaGrid pursuant to the Planning Agreement that the Board determined would be
addressed by the [insert name of EOP] EOP.
1.18 “Notice of Default” has the meaning given such term in section 10.1.
1.19 “Notice of Election” has the meaning given such term in section 10.3.
Appendix B -3-
Facilities Agreement
Staff_PR_040 Attachment A Page 72 of 98
1.20 “Notice of Rejection” has the meaning given such term in section 9.2.
1.21 “Notice Regarding Assumption” has the meaning given such term in section 10.1.
1.22 “Paying Party” means, with respect to Work on each facility comprising the Plan
of Service, each Party specified in Exhibit D as responsible for (i) paying to the Constructing
Party such Paying Party’s Allocated Share of such Constructing Party’s Cost of such Work or (ii)
bearing such Paying Party’s Allocated Share of such Cost, if the Paying Party with respect to
such Work is also the Constructing Party for such Work. Paying Party with respect to Work also
includes any Party that elects to be a Paying Party pursuant to sections 9.2, 10.2, or 12 with
respect to such Work.
1.23 “Payment Schedule” means, with respect to Work by each Constructing Party, the
estimated schedule set forth in Exhibit E for payment of the Cost of such Work. [Insert in
Exhibit E each Constructing Party’s estimated payment schedule; provided that any such
estimated schedule in Exhibit E may differ from the Constructing Party’s estimated payment
schedule and instead equal ColumbiaGrid’s estimate of the payment schedule if (i)
ColumbiaGrid determines for good cause at the time it offers and enters into this Agreement to
adopt for this Agreement its estimate of the payment schedule rather than the Constructing
Party’s or the Constructing Party has not then provided an estimated payment schedule and (ii)
ColumbiaGrid provides a written explanation to all Parties of such good cause, the basis for
any such determination and the basis for ColumbiaGrid’s estimate of the payment schedule.]
1.24 “Plan of Service” means the technical modifications to the Regional
Interconnected Systems to be effected by the [insert name of EOP] EOP and is set forth in
Exhibit A.
1.25 “Target Date” means the date scheduled for completion and commercial operation
of the [insert name of EOP] EOP.
1.26 “Termination Cost” means, with respect to termination and wind-up of Work
pursuant to this Agreement by the Constructing Party for such Work, (i) the direct costs (net of
salvage) reasonably and necessarily incurred and paid by such Constructing Party in the
termination and wind-up of such Work, (ii) overhead reasonably allocable to the termination and
wind-up of such Work, and (iii) Interest on such direct costs from the later to occur of the date of
this Agreement and the date of payment by the Constructing Party of such direct costs and
continuing until the date of invoicing of the Paying Party(ies) for such direct costs.
1.27 “Uncontrollable Force” means any act or event that delays or prevents a Party
from timely performing obligations under this Agreement, including an act of God, strike, lock-
out, labor dispute, labor disturbance, act of the public enemy, act of terrorism, war, insurrection,
riot, fire, storm or flood, earthquake, explosion, accident to or breakage, failure or malfunction of
machinery or equipment, any curtailment, order, regulation or restriction of any governmental,
military or lawfully established civilian authorities (other than, as to its own performance, by
such Party that is a federal power marketing administration, municipal corporation or other
federal, tribal or state governmental entity or subdivision thereof), or any other cause beyond
Appendix B -4-
Facilities Agreement
Staff_PR_040 Attachment A Page 73 of 98
such Party’s reasonable control and to the extent without such Party’s fault or negligence.
Economic hardship shall not constitute an Uncontrollable Force under this Agreement.
1.28 “WECC Path Rating Process” means the process described by the document
published by the Western Electricity Coordinating Council, or its successor, titled Overview of
Policies and Procedures for Regional Planning Project Review, Project Rating Review, and
Progress Reports, as it may be amended or replaced.
1.29 “Withdrawal Fee” has the meaning given such term in section 12.
1.30 “Work” means the work necessary and appropriate to design, permit, site,
procure, construct, and place into commercial operation each facility comprising the Plan of
Service; provided that Work may be limited to environmental review pursuant to section 3.2.1.
2. Term
This Agreement shall become effective on the date when all Parties have executed and
delivered this Agreement and shall continue in effect until such time as the Work on the facilities
comprising the [insert name of EOP] EOP and listed in Exhibit B is completed and placed in
commercial operation or terminated pursuant to this Agreement. All obligations and liabilities
accrued under this Agreement through such completion and placement in commercial operation
or through such termination are hereby preserved until satisfied.
3. Exhibits
3.1 The following Exhibits are attached and made a part of this Agreement as if fully
set forth in this Agreement:
(i) Exhibit A, which is the Plan of Service;
(ii) Exhibit B, which lists each of the facilities comprising the Plan of
Service and the Work to be performed with respect to each such facility, identifies
each Party responsible for performance of such Work with respect to each such
facility, the Cost Maximum with respect to such Work on each such facility, and
the ownership share of any Party in each such facility;
(iii) Exhibit C, which sets forth the Milestones for the performance of
the Work with respect to each facility comprising the Plan of Service and the
scheduled dates for the achievement of such Milestones;
(iv) Exhibit D, which sets forth each Paying Party’s (i) Allocated Share
of the Cost of Work (subject to such Paying Party’s Allocated Cost Maximum for
such Work) and (ii) Allocated Cost Maximum with respect to such Work; [insert
in Exhibit D each Paying Party(ies)’s respective Allocated Share and Allocated
Cost Maximum for Work and either (i) each Paying Party(ies)’s respective
Allocated Share percentage(s) responsibility for paying (or bearing) the Cost of
such Work (subject to the Cost Maximum) with respect to Work to be performed
with respect to each of the facilities comprising the Plan of Service or (ii) such
Appendix B -5-
Facilities Agreement
Staff_PR_040 Attachment A Page 74 of 98
other methodology specified in such exhibit for determining each Paying
Party(ies)’s respective Allocated Share responsibility for paying (or bearing) the
Cost (subject to its Allocated Cost Maximum) with respect to Work to be
performed with respect to each of the facilities comprising the Plan of Service];
(v) Exhibit E, which sets forth the estimated Payment Schedule, if any,
for performance of Work and identifies the payor Paying Party, the payee
Constructing Party, and the estimated amounts and dates of payment; and
(vi) Exhibit F, which sets forth the amount, location, and owner of
transmission capacity, if any, added or maintained by the [insert name of EOP]
EOP, which transmission capacity is allocated as shown in Exhibit F. Unless
otherwise set forth in Exhibit F, the Party that is the owner of the Transmission
System that is expanded by any of the facilities comprising the Plan of Service
will be the owner of additional transmission capacity, if any, which is added or
maintained as a result of such facilities.
3.2 Sequencing of Work for Environmental Review
3.2.1. If any Constructing Party(ies) or Paying Party(ies) has determined that it is
obligated to conduct an environmental review before deciding to construct or pay for any portion
of [insert name of EOP] EOP, such Constructing Party or Paying Party, as applicable, may
provide to ColumbiaGrid a Cost estimate under section 1.10, Milestones under section 1.16, and
a Payment Schedule under section 1.23, that describes Work, schedules for performance of, and
payments for Work only through such environmental review. In such case, ColumbiaGrid shall
include a Cost estimate, Milestones, and Payment Schedule in initial Exhibits B, C, and E to this
Agreement that cover only environmental review Work. The Paying Party(ies) or Constructing
Party(ies ) that are not doing such environmental review phase of the Work shall not be obligated
to (i) perform any Work, or (ii) pay any Cost for procurement of equipment or any Work other
than environmental review phase of the Work, unless and until the environmental review Work
has been successfully completed by all Constructing or Paying Parties performing such
environmental review phase of the Work, and this Agreement has been amended pursuant to
section 3.2.2.
3.2.2 Upon completion by any Constructing Party(ies) or Paying Party(ies) of
any necessary environmental review phase of the Work in connection with the [insert name of
EOP] EOP pursuant to section 3.2.1, such Constructing Party(ies) or Paying Party(ies) shall
submit to ColumbiaGrid pursuant to section 10.4.5 of the Planning Agreement any
proposed modifications to the [insert name of EOP] EOP that such Party determines are
necessary based on such environmental review and shall provide ColumbiaGrid a Cost estimate,
Milestones, and Payment Schedule for the remainder of the Work on the [insert name of EOP]
EOP consistent with the proposed modifications. ColumbiaGrid shall consider such proposed
modifications pursuant to section 10.4.5 of the Planning Agreement, and the further Cost
estimate, Milestones, and Payment Schedule pursuant to sections 1.10, 1.16, and 1.23 of this
Agreement, and shall offer any revised Exhibits as amendments to this Agreement that
ColumbiaGrid determines are appropriate in light of such consideration and that are completed
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consistent with the instructions in the pro forma Facilities Agreement for completion of such
Exhibits.
4. Responsibility for Performance of Work
4.1 Subject to the provisions of this Agreement, each Constructing Party shall
perform the Work identified in Exhibit B as to be performed by such Constructing Party
consistent with Good Utility Practice, making reasonable efforts to perform such Work in
accordance with the Milestone scheduled dates therefor in Exhibit C and to complete and place
into commercial operation such Work by the Target Date. Unless otherwise set forth in
Exhibit B, the Party specified as the owner of each facility comprising the Plan of Service shall
be responsible for performing the Work with respect to such facility. Each Constructing Party
shall make reasonable efforts to coordinate performance of its respective obligations under this
Agreement so as to facilitate completion of the Work and commencement of the commercial
operation of the [insert name of EOP] EOP by the Target Date. Each Constructing Party shall
report in writing quarterly (or monthly if requested by a Party) during the performance of its
Work to each of the other Parties progress in the performance of such Work and the anticipated
Cost and anticipated time to complete and place into commercial operation such Work.
4.2 Any Constructing Party may enter into contract(s) with contractor(s) or vendor(s)
for performance of Work required by this Agreement to be performed by such Constructing
Party, but no such contract(s) shall relieve such Constructing Party of any of its obligations under
this Agreement. ColumbiaGrid shall not be a party to any such contract(s), nor shall
ColumbiaGrid accept any third-party rights of any kind from or under any such contract(s).
5. Ownership
The Party that is the owner of the transmission system upon which any of the facilities
comprising the Plan of Service are being added or upgraded will be the owner of such facilities
unless otherwise set forth in Exhibit B.
6. Cost Responsibility
6.1 Unless otherwise set forth in Exhibit D, (i) any Paying Party with respect to any
Work for which such Paying Party is not also the Constructing Party for such Work shall
reimburse such Constructing Party for such Paying Party’s Allocated Share of the Cost incurred
by such Constructing Party in the performance of such Work within thirty (30) days after the
Constructing Party has incurred such Cost and has submitted an invoice therefor to such Paying
Party and (ii) any Paying Party with respect to any Work for which such Paying Party is also the
Constructing Party for such Work shall bear its Allocated Share of the Cost incurred by such
Constructing Party in the performance of such Work. The due date for the payment of any such
invoice shall not be earlier than the date the Constructing Party is obligated to pay such Cost. A
Paying Party’s obligation to make payments of (or bear) Cost with respect to any Work shall in
the aggregate not exceed (i) its Allocated Cost Maximum for such Work plus (ii) in the event the
Constructing Party terminates such Work pursuant to section 9.4, 10.3, or 12, such Paying
Party’s share, if any, as specified in such section, of the Termination Cost for such Work.
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6.2 Any Constructing Party that, as part of its Work, is to procure equipment that has
a purchase price greater than $500,000 and that either is specially engineered or has a long lead
time, shall have the right to require the Paying Party(ies) with respect to payment for such
equipment as Cost to make an assurance of payment of its Allocated Share of the purchase price
to the vendor of such engineered equipment (including but not limited to posting a letter of credit
with such vendor) sufficient to permit the vendor to rely solely on the credit of such Paying
Party(ies) in lieu of the credit of the Constructing Party for payment of such purchase price.
6.3 If a Paying Party questions or disputes an invoice or any items on an invoice, it
shall nevertheless pay such invoice within the thirty (30) day time period stated in section 6.1
and shall notify the Constructing Party in writing of the basis of the question or dispute. The
Constructing Party shall respond to the Paying Party in writing as soon as reasonably practicable,
but in no event later than in the accounting provided for in section 6.4.
6.4 Within a reasonable time after completion of the Work specified in Exhibit B to
be performed by a Constructing Party, such Constructing Party shall make a full accounting in
regard to such Work to each Paying Party for such Work. Such accounting shall show
expenditures, adjustments for salvage, and any difference between (i) Cost reasonably and
necessarily incurred and paid in the performance of such Work and (ii) payments made (or Cost
borne) by each Paying Party with respect to such Work. The Constructing Party shall provide a
copy of the accounting to all other Parties. Promptly after such accounting, the Constructing
Party shall remit to the Paying Party any credit balance, and the Paying Party shall promptly after
such accounting pay to the Constructing Party any debit balance.
6.5 If a Paying Party questions or disputes any item in the accounting, it shall
nevertheless pay any debit balance and notify the Constructing Party in writing of its question or
dispute within ten (10) days of its receipt of the accounting. The Constructing Party and the
Paying Party shall promptly commence good faith negotiations to resolve the question or dispute
within twenty (20) days following such notification. If the Parties are unable to negotiate a
resolution, the Paying Party may request an audit as provided in section 6.6.
6.6 Within thirty (30) days after receipt of the accounting provided pursuant to
section 6.3, any Paying Party shall have the right, at its expense, to request a review or audit of
the Constructing Party’s books, records, and documents that directly pertain to the Cost and
invoices for Cost of Work for which such Paying Party has an Allocated Share pursuant to
Exhibit D. Any review or audit shall be undertaken upon reasonable notice and in accordance
with generally accepted auditing standards. The Paying Party shall notify the Constructing Party
promptly of any exception taken as a result of the review or audit and the disputing Parties shall
promptly commence good faith negotiations to resolve the dispute. If the Paying Party and
Constructing Party agree on any exception, the Constructing Party shall refund to the Paying
Party any credit amount of due to Paying Party resulting from such exception within thirty (30)
days of such agreement (and Paying Party shall pay to the Constructing Party any debit amount
due to Constructing Party resulting from such exception within thirty (30) days of such
agreement).
6.7 If the Paying Party and Constructing Party fail to agree on an exception taken as a
result of the review or audit, either of such Parties may initiate informal dispute resolution
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pursuant to section 17 and, if the dispute over the exception is not resolved by such informal
dispute resolution process, may initiate arbitration with respect to any factual issues by
arbitration pursuant to section 17 or other appropriate proceedings with respect to any other
issues; provided that any such informal dispute resolution and arbitration must be commenced
within sixty (60) days of receipt of the report from the auditor.
6.8 Any Paying Party with respect to any Work requesting a review or audit pursuant
to section 6.6 shall provide all other Paying Parties with respect to such Work, if any, the
opportunity to participate in and share (in proportion to their respective Allocated Shares of the
Cost of such Work) the expense of the review or audit and informal dispute resolution and
arbitration of any exceptions taken individually or jointly with other Paying Parties with respect
to such Work in order to reduce duplication of effort and to endeavor to avoid inconsistent
determinations between or among various Parties with respect to the Cost of such Work. Any
Paying Party with respect to any Work that declines to participate in and share the costs of the
review or audit or informal dispute resolution and arbitration with respect to the Cost of such
Work may not request a separate review or audit or informal dispute resolution and arbitration
with respect to such Cost.
6.9 Interest on Late Payment
Any invoice not paid when due by a Paying Party shall bear Interest from the date such
amount was due until the date of payment.
6.10 Termination and Wind-up
6.10.1 In the event that a Constructing Party terminates Work pursuant to
section 9.4, each Paying Party shall reimburse the Constructing Party for such Paying Party’s
Allocated Share of any Termination Cost of such Work within thirty (30) days after the
Constructing Party has incurred such Termination Cost and has submitted an invoice therefor to
such Paying Party (or, if the Paying Party is also the Constructing Party with respect to such
Work, shall bear its Allocated Share of any Termination Cost of such Work).In the event that a
Constructing Party terminates Work pursuant to section 10.3 or 12 (as a result of a Paying Party
defaulting under section 10 or a Withdrawing Paying Party withdrawing under section 12), the
Defaulting Paying Party or Withdrawing Paying Party as the case may be shall reimburse the
Constructing Party for 100% of any Termination Cost of such Work within thirty (30) days after
the Constructing Party has incurred such Termination Cost and has submitted an invoice therefor
to such Paying Party (or, if the defaulting Paying Party or Withdrawing Paying Party as the case
may be is also the Constructing Party with respect to such Work, shall bear 100% of any
Termination Cost of such Work).
6.10.2 If any Paying Party disputes any Termination Cost as invoiced by the
Constructing Party, any such Paying Party or such Constructing Party may initiate informal
dispute resolution pursuant to section 17 and, if the dispute over the Termination Cost is not
resolved by such informal dispute resolution process, may initiate arbitration with respect to any
factual issues by arbitration pursuant to section 17 or other appropriate proceedings with respect
to any other issues; provided that any such informal dispute resolution and arbitration must be
commenced within sixty (60) days of receipt of an invoice for such Termination Cost.
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6.10.3 In the event a termination of Work pursuant to this Agreement results in a
dispute between the Constructing Party and a contractor or vendor, the Constructing Party shall
not settle such contractor’s or vendor’s claim (if and to the extent the cost of such settlement
would constitute Termination Cost) without the written consent of any Paying Party(ies) with
respect to such Termination Cost, which consent shall not be unreasonably withheld.
7. Transfer Capability
7.1 Ownership and use of any transmission capacity that is
(i) added or maintained as a result of the [insert name of EOP] EOP,
and
(ii) added or maintained on the transmission system of a Party as a
result of any of the facilities comprising the Plan of Service, but
(iii) specified in Exhibit F as to be owned by another Party,
shall only be pursuant to and shall be governed by a written separate capacity agreement between
such Parties to be mutually agreed upon between such Parties and entered into
contemporaneously with this Agreement; provided that in the absence of such a capacity
agreement, the use of any additional capacity that is
(i) added or maintained as a result of the [insert name of EOP] EOP,
and
(ii) added or maintained on the transmission system of a Party as a
result of any of the facilities comprising the Plan of Service, but
(iii) specified in Exhibit F as to be owned by another Party,
shall be governed by a transmission agreement between such Parties.
7.2 It is anticipated that [insert name of EOP] EOP may have gone through the
WECC Path Rating process during its development under the Planning Agreement. If it has not,
the Parties shall cooperate in a review, if appropriate, of the [insert name of EOP] EOP under the
WECC Path Rating Process and a determination, if appropriate, under such process of additional
transmission capacity, if any, that is created as a result of the [insert name of EOP] EOP. Unless
otherwise set forth in Exhibit F, the Parties agree that the amount of additional transmission
capacity, if any, which is created as a result of the [insert name of EOP] EOP and that is
allocated in Exhibit F shall be consistent with any such determination under such process of the
amount of such additional transmission capacity.
8. Revisions in Work by Constructing Party
8.1 Each Constructing Party shall promptly provide each of the other Parties an
opportunity to comment on proposed revisions to plans and designs, estimated Cost and
proposed construction schedules stated in the Exhibits to this Agreement whenever the
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Constructing Party determines that it may deviate from such plans and designs, estimated Cost,
or construction schedules; provided that no such proposed revisions for such Work shall modify
any Party’s obligations under this Agreement if and to the extent specifically provided in
section 8.2. No Party that receives any such proposed revisions to plans and designs, estimated
Cost, or proposed construction schedules shall have any obligation under this Agreement to
review or comment thereon. Any such review or comment (or delay or failure to review or
comment) thereon by any of such receiving Party shall not relieve such Constructing Party of
any obligation under this Agreement or otherwise.
8.2 No revisions (or proposed revisions) pursuant to section 8.1 by a Constructing
Party to plans and designs, estimated Cost or proposed construction schedules shall amend any
Exhibit or any other provision of this Agreement or the respective obligations of the Parties
under this Agreement: provided that the Allocated Cost Maximum of a Party may be increased
as provided in and pursuant to section 9.
9. Rights When Cost of Work Exceeds Allocated Cost Maximums
9.1 A Constructing Party with respect to Work may by written notice to each other
Party propose to increase the Allocated Cost Maximum of each Paying Party with respect to such
Work in proportion to the respective Allocated Shares of each Paying Party with respect to such
Work. Each such notice shall include an explanation of the basis for the proposed increase. By
written notice (within thirty (30) days of receipt of the notice from the Constructing Party), each
such Paying Party may, but shall not be obligated to, accept the proposed increase to its
Allocated Cost Maximum.
9.1.1 If each Paying Party so accepts its increased Allocated Cost Maximum
with respect to Work, ColumbiaGrid shall issue to each Party a revised Exhibit D reflecting such
increased Allocated Cost Maximums with respect to such Work, and such revised Exhibit D
shall thereupon be substituted for the previous Exhibit D in this Agreement.
9.1.2 If any Paying Party does not so accept its proposed increased Allocated
Cost, the Constructing Party may invoice such Paying Party under section 6.1 only up to its
Allocated Cost Maximum as stated in Exhibit D prior to such proposed revision, subject to the
provisions of section 9.2.
9.2 ColumbiaGrid shall provide written notification to all Parties whenever any
Paying Party rejects a proposed increase of its Allocated Cost Maximum with respect to Work
pursuant to section 9.1.2 (“Notice of Rejection”). Within ten (10) days of such Notice of
Rejection, any non-rejecting Party may elect to assume the amount of the proposed increase in
the rejecting Paying Party’s Allocated Cost Maximum with respect to such Work by providing
written notification of such assumption to all Parties. If more than one Party including the
Constructing Party with respect to such Work so elects to assume such amount, such
Constructing Party shall assume such amount. If the Constructing Party does not elect to assume
such amount, the electing Paying Party with the largest Allocated Share shall assume the
rejecting Paying Party’s amount. If neither such Constructing Party nor a non-rejecting Paying
Party elects to assume the rejecting Paying Party’s amount, the first other non-Paying Party with
respect to such Work to provide notice, if any, shall assume such amount. If pursuant to
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section 9.1 and 9.2, the amounts of all proposed increases in Allocated Cost Maximum for such
Work are accepted or assumed, ColumbiaGrid shall issue to each Party a revised Exhibit D
reflecting such increased Allocated Cost Maximums with respect to such Work, and such revised
Exhibit D shall thereupon be substituted for the previous Exhibit D in this Agreement.
9.3 In the event that a Paying Party rejects an increase to its Allocated Cost Maximum
proposed pursuant to this section 9 with respect to Work, the transmission capacity, if any,
provided by such Work shall be equitably reallocated among the Parties by agreement of the
Parties (and ColumbiaGrid shall issue a revised Exhibit F reflecting such re-allocation, and such
revised Exhibit F shall thereupon be substituted for the previous Exhibit F in this Agreement);
provided that the reallocation shall not reduce the capacity rights of any Party that has not
rejected the proposed increase to its Allocated Cost Maximum with respect to such Work if the
Work is completed; provided further that if the Parties do not reach agreement on such
reallocation, the matter shall be referred to informal dispute resolution pursuant to section 17
and, if the dispute over the reallocation is not resolved by such informal dispute resolution
process, such reallocation shall be resolved with respect to any factual issues by arbitration
pursuant to section 17 or other appropriate proceedings with respect to other issues; provided
that any such informal dispute resolution and arbitration must be commenced within sixty (60)
days of receipt of any Notice of Rejection with respect to such proposed increase in the
Allocated Cost Maximums.
9.4 If a Constructing Party proposes an increase to the Allocated Cost Maximum with
respect to any Work and any portion of such increase is not accepted or assumed pursuant to
section 9.1 or 9.2, the Constructing Party shall terminate and wind-up such Work.
9.5 ColumbiaGrid shall not accept or assume any Allocated Cost Maximum (or
transmission capacity) pursuant to this section 9.
10. Default of Paying Party
10.1 If any Paying Party fails to make when due any payment to a Constructing Party
with respect to any Cost of Work performed by such Constructing Party, such Constructing Party
shall promptly give a written notice of default (“Notice of Default”) to each other Party and may,
upon providing notification in the Notice of Default, stop such Work until it receives the
delinquent payment. Any such Notice of Default shall identify the defaulting Paying Party
(“Defaulting Paying Party”), the date such payment was to be made, and the amount of the
delinquent payment. If the Defaulting Paying Party does not, within ten (10) days of its receipt
of such Notice of Default, make such payment and give written notice of such payment to each
other Party (“Cure”), then the Constructing Party may elect, by written of election (“Notice
Regarding Assumption”) to each other Party within ten (10) days after the due date for Cure, to
either
(i) continue with the Work with respect to which the Defaulting
Paying Party is in default and pursue any available remedy for breach by the
Defaulting Paying Party of its obligation to pay its Allocated Share of the Cost of
Work, and reasonable costs of collection, including attorneys’ fees, (the
Defaulting Paying Party shall retain its capacity rights, if any, specified in Exhibit
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F after it has paid its Allocated Share of the Cost of Work and any costs of
collection); or
(ii) assume all rights and all current outstanding and future obligations
under this Agreement (and in any related capacity agreements entered into to
effectuate the [insert the name of the EOP] EOP) of the Defaulting Paying Party,
including the Defaulting Paying Party’s capacity rights, if any, specified in
Exhibit F (upon such assumption by such Constructing Party, the Defaulting
Paying Party shall lose all such rights and be excused from performance of all
such current outstanding and future obligations).
10.2 If the Constructing Party fails to elect either item (i) or (ii) of section 10.1, then
any other Party (“Assuming Party”) may assume such rights and current outstanding and future
obligations by tendering Cure of the default and giving written Notice Regarding Assumption to
each other Party within twenty (20) days of the original due date for Cure by the Defaulting
Paying Party. Any Notice Regarding Assumption shall specify the Notice of Default giving rise
to such Notice Regarding Assumption. If the Constructing Party does not so assume such rights
and current outstanding and future obligations of the Defaulting Paying Party, and more than one
Party gives Notice Regarding Assumption and tenders Cure with respect to a particular Notice of
Default, the Assuming Party shall be the Party otherwise paying or bearing the larger Allocated
Share of the Cost with respect to such Work that gives Notice Regarding Assumption and
tenders Cure. If only non-Paying Parties with respect to such Work give a Notice Regarding
Assumption and tender of Cure, the first such Party to do so shall be the Assuming Party.
Neither ColumbiaGrid, the Defaulting Paying Party with respect to such Work, nor the
Constructing Party with respect to such Work may give Notice Regarding Assumption pursuant
to this section 10.2. Upon any such assumption by an Assuming Party, the Defaulting Paying
Party shall lose all such rights and be excused from performance of all such current outstanding
and future obligations.
10.3 If neither the Constructing Party giving a Notice of Default nor any Assuming
Party assumes pursuant to sections 10.1 or 10.2 the Defaulting Paying Party’s rights and current
outstanding and future obligations, such Constructing Party shall promptly by written notice to
all other Parties (“Notice of Termination”) terminate and wind up such Work. In such case, the
Constructing Party shall be entitled to collect (i) from each Paying Party (including the
Defaulting Paying Party) for such Work such Party’s Allocated Share of the Cost of such Work
performed prior to its termination and wind-up (not to exceed such Party’s Maximum Allocated
Share for such Work) and (ii) from the Defaulting Paying Party 100% of the Termination Cost
for such Work. In addition, the Constructing Party shall be entitled to also collect from such
Defaulting Paying Party pre-judgment interest, and reasonable costs of collection, including
reasonable attorneys’ fees.
10.4 The remedies under this section 10 shall be the exclusive remedies for a Paying
Party’s default of its obligation under this Agreement to make a payment to a Constructing Party
with respect to any Cost of Work performed by such Constructing Party. The Defaulting Paying
Party shall not recover from any other Party amounts it paid with respect to the Cost of Work
prior to its default.
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11. Failure of Performance by Constructing Party
11.1 If a Constructing Party breaches its obligations under this Agreement to: (i)
complete its Work on the [insert name of EOP] EOP in accordance with this Agreement or (ii)
perform its Work on the [insert name of EOP] EOP consistent with Good Utility Practice, the
Constructing Party shall be subject to liquidated damages in accordance with section 15.1 below;
provided that, for any willful breach by such Constructing Party of such obligations that result in
a failure of performance in whole or in part (other than for breaches described in item (i) or (ii))
of this section 11.1 and that are not excused pursuant to section 13, such Constructing Party shall
be subject to making restitution of any amounts paid by any Paying Party.
11.2 Except as stated in this section 11, no Constructing Party shall be liable for any
breach of this Agreement.
12. Election by Paying Party to Meet Need in Alternative Manner
In the event that a Paying Party that is not a Constructing Party determines either that its
Need(s) intended to be met by the [insert name of EOP] EOP no longer exists or can be met by
such Paying Party in another manner to be implemented by such Paying Party (whether or not
any other Party also has a Need intended to met by the [insert name of EOP] EOP), such Paying
Party (“Withdrawing Paying Party”) may elect to terminate (by giving written notice of
termination (“Notice of Termination”) to each other Party) its obligation to make payments
under this Agreement of (or bear) its Allocated Share of any Cost and incurred by the
Constructing Party with respect to Work after its receipt of such Notice of Termination. Upon
giving such Notice of Termination, the Withdrawing Paying Party shall (i) lose all its rights and
all current outstanding and future obligations under this Agreement (and in any related capacity
agreements entered into to effectuate the [insert the name of the EOP] EOP), including such
Withdrawing Paying Party’s capacity rights, if any, specified in Exhibit F and (ii) be excused
from performance of all such current outstanding and future obligations. Such rights and current
outstanding and future obligations of the Withdrawing Paying Party may be assumed as though
such Withdrawing Paying Party were a Defaulting Paying Party with respect to Work under
section 10; provided that in lieu of the amounts which a Defaulting Paying Party would be
required to pay pursuant to section 10, the Withdrawing Paying Party
(i) shall pay to the Constructing Party (or bear) such Withdrawing
Paying Party’s Allocated Share of any Cost of Work incurred by Constructing
Party prior to its receipt of such Notice of Withdrawal, and
(ii) shall pay to ColumbiaGrid an amount (“Withdrawal Fee”) equal to
ten (10) percent of such Paying Party’s Allocated Cost Maximum for Work, and
(iii) shall, if the Withdrawing Paying Party’s rights and current
outstanding and future obligations are not assumed by any Party(ies) and the
Constructing Party terminates the Work, pay to the Constructing Party(ies) for the
Work, the Termination Cost of the Work.
In the event that any Paying Party(ies) elects to assume the Withdrawing Paying Party’s rights
and current outstanding and future obligations with respect to the Work and the Work is
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completed and placed in commercial operation, ColumbiaGrid shall pay the Withdrawal Fee it
receives to the Constructing Party(ies) for the Work, which shall credit such payment against the
Cost of the Work.
13. Uncontrollable Force and Other Excused Non-Performance
13.1 Uncontrollable Force
A Party shall not be in breach of this Agreement as a result of such Party’s failure or
delay to perform its obligations under this Agreement when such failure is caused by an
Uncontrollable Force that such Party, despite the exercise of due diligence, is unable to remove
with reasonable dispatch; provided however that such Party shall have the right to suspend
performance of such obligations only to the extent and for the duration that the Uncontrollable
Force actually and reasonably prevents the performance of such obligations by such Party. In the
event of the occurrence of an Uncontrollable Force that delays or prevents a Party’s performance
of any of its obligations under this Agreement, such Party shall (i) immediately notify the other
Parties of such Uncontrollable Force with such notice to be confirmed in writing as soon as
reasonably practicable, (ii) use due diligence to mitigate the effects of such Uncontrollable
Force, remedy its inability to perform, and resume full performance of its obligations under this
Agreement, (iii) keep the other Parties apprised of such efforts on an ongoing basis, and
(iv) provide written notice of the resumption of performance under this Agreement.
Notwithstanding any of the foregoing, the settlement of any strike, lockout, or labor dispute
constituting an Uncontrollable Force shall be within the sole discretion of the Party to this
Agreement involved in such strike, lockout, or labor dispute; and the requirement that a Party
must use due diligence to remedy the cause of the Uncontrollable Force or mitigate its effects
and resume full performance hereunder shall not apply to strikes, lockouts, or labor disputes.
13.2 The Constructing Party, after consultation with the other Parties, may defer its
Work if and to the extent delay or failure to upgrade facilities on another transmission system
would prevent such Work from resolving the Need. The Constructing Party shall promptly
notify each of the other Parties in writing of any such deferral and the reasons for such deferral.
13.3 Other Excused Non-Performance
If any Party determines in good faith that the performance of any of its obligations under
this Agreement would cause such Party to (i) act contrary to a policy of such Party over which it
has discretion relating to siting, budgeting, funding, or construction of transmission projects or
(ii) improperly implement any law, regulation, rule, order, or FERC license provision applicable
to such siting, budgeting, funding, or construction of transmission projects, such Party shall
notify the other Parties of such determination, and all Parties shall enter into good faith
negotiations to reasonably resolve the matter to the extent practicable in a manner that will
restore the Parties’ respective relative benefits and obligations under this Agreement that existed
immediately prior to such notification. Each Party to this Agreement is excused from
performance of any obligation under this Agreement that the Party determines in good faith
would cause the Party to
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(i) act contrary to a policy of such Party over which it has discretion
relating to siting, budgeting, funding, or construction of transmission projects, or
(ii) to violate or improperly implement an applicable law, regulation,
rule, order, FERC license provision;
provided that any obligations and liabilities accrued under this Agreement prior to notification of
such determination are hereby preserved until satisfied.
14. Interconnected Operation
No contractual obligation of any Party with respect to operation, maintenance, or
interconnection of any facilities comprising the Plan of Service shall be created by this
Agreement, and any such obligation shall only be pursuant to a separate (existing or new)
operating, maintenance, interconnection, or similar agreement.
15. Liability and Damages
15.1 The Parties agree that the failure of any Party to perform its obligations under this
Agreement (exclusive of a Party’s breach of its obligation under this Agreement to make in a
timely manner a payment to a Constructing Party with respect to any Cost of Work performed by
such Constructing Party or to bear such Cost) may result in damages to other Parties, but that
such damages are indefinite and difficult to quantify. Therefore, in lieu of any other remedy for
monetary damages, the Parties agree that in the event of a material breach of this Agreement by
any Party (“Breaching Party”) that is not cured within a period of sixty (60) days following such
Breaching Party’s receipt of written notice from any other Party of such breach, the Breaching
Party shall pay to ColumbiaGrid the following amounts as liquidated damages and not as a
penalty:
15.1.1 For each day that a Party, by breaching its obligation to use reasonable
efforts to perform Work for which it is responsible pursuant to Appendix B, causes the [insert
name of EOP] EOP not to be completed and placed in commercial operation by the Target Date
(or causes the [insert name of EOP] EOP to be placed in commercial operation after the Target
Date), the sum of $500 per day up to a maximum aggregate total for all such breaches by such
Breaching Party of $50,000.
15.1.2 For each material breach of this Agreement other than a breach described
in section 15.1.1, the sum of $10,000, up to a maximum aggregate total for all such breaches by
such Breaching Party of $50,000;
15.2 Except as provided in section 15.1.1 or in section 15.1.2 and except as provided
with respect to restitution in section 11.1, no Party shall be liable under this Agreement to any
other Party for monetary damages for breach of this Agreement, and each Party hereby waives
all remedies for monetary damages except as provided in such sections. All other equitable
remedies (other than for the payment of money) for breach of this Agreement that may be
available as between ColumbiaGrid and a Breaching Party are preserved, subject to the
requirements of law and any regulatory authority having jurisdiction.
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15.3 Notwithstanding this section 15 or any other provision of this Agreement, nothing
in this Agreement shall amend or modify the WIS Agreement as it relates to parties thereto,
including any Parties.
15.4 The following provision of this section 15.4 shall apply if a Party is a United
States government entity (including, but not limited to, a federal power marketing
administration): the United States, including Bonneville Power Administration, is liable for torts
of its officers, agents, and employees arising out of or with respect to this Agreement only as
permitted by the Federal Tort Claims Act, as amended.
15.5 In no event shall any Party have any right against any other Party to specific
performance of this Agreement. Nothing in this Agreement shall limit any Party’s right to
declaratory judgment with respect to declaration of any rights or obligations of any Party under
this Agreement.
16. Assignments and Conveyances
16.1 Successors and Assigns
This Agreement is binding on and shall inure to the benefit of the Parties and their
respective successors, permitted assigns, and legal representatives.
16.2 Assignment of ColumbiaGrid’s Rights and Obligations
ColumbiaGrid shall not, without the prior written consent of each of the other Parties,
assign, pledge or transfer all or any part of, or any right or obligation under, this Agreement,
whether voluntarily or by operation of law; provided nothing in this section 16.2 shall prohibit
ColumbiaGrid from contracting with Third Persons for the provision of services to assist
ColumbiaGrid in performing its obligations under this Agreement.
16.3 Assignment of a Party’s Rights and Obligations
Except as otherwise provided in section 16.4, a Party shall not, without the prior written
consent of ColumbiaGrid, assign, pledge, or transfer all or any part of, or any right or obligation
under, this Agreement, whether voluntarily or by operation of law; provided however that a Party
may, without the consent of ColumbiaGrid, assign its rights and obligations under this
Agreement to any Person (i) into which such Party is merged or consolidated or (ii) to which
such Party sells, transfers, or assigns all or substantially all of its Electric System, so long as the
survivor in any such merger or consolidation, or the purchaser, transferee, or assignee of such
Electric System provides to each of the other Parties a valid and binding written agreement
expressly assuming and agreeing to be bound by all obligations of such Party under this
Agreement.
16.4 Assignment of Facilities
Notwithstanding any other provision of this Agreement, any Party may pledge or assign
all or any portion of its transmission system without any other Party’s consent.
Appendix B -17-
Facilities Agreement
Staff_PR_040 Attachment A Page 86 of 98
16.5 Effect of Permitted Assignment
In the event of any permitted sale, transfer or assignment under this Agreement, the
transferor or assignor shall to the extent of the transferred or assigned obligations, and only to
such extent, be relieved of obligations accruing from and after the effective date of such transfer
or assignment; provided however that under no circumstances shall any sale, transfer, or
assignment relieve the transferor or assignor of any liability for any breach of this Agreement
occurring prior to the effective date of such transfer or assignment.
16.6 Consent Not Unreasonably Denied or Delayed
Consents to assignment, pledge, or transfer requested pursuant to this section 16 shall not
be unreasonably denied or delayed.
17. Informal Dispute Resolution and Arbitration of Factual Disputes
17.1 Informal Dispute Resolution
Any dispute under this Agreement between or among Parties shall be referred to
designated senior representatives of such Parties for resolution on an informal basis as promptly
as practicable. In the event the designated representatives are unable to resolve the dispute
within thirty (30) days or such other period of not more than forty-five (45) days as the Parties
may agree upon by mutual agreement, any factual dispute may be submitted to arbitration and
resolved in accordance with the arbitration procedures set forth below in sections17.2 through
17.6 and any other dispute shall be subject to resolution in the appropriate forum unless
otherwise agreed by such Parties.
17.2 Arbitration of Factual Dispute Procedures
Any factual dispute under this Agreement not resolved pursuant to section 17.1 between
or among Parties (“Arbitrating Parties”) shall be resolved pursuant to sections 17.2 through 17.6
below, unless otherwise agreed in writing among such Arbitrating Parties. Any arbitration
initiated under this section 17 shall be conducted before a single neutral Arbitrator appointed by
the Arbitrating Parties. If the Arbitrating Parties fail to agree upon a single Arbitrator within ten
(10) days of the referral of the dispute to arbitration, the Arbitrating Parties shall take turns
striking names from the list of potential arbitrators maintained and supplied by ColumbiaGrid
pursuant to section 17.6, with an Arbitrating Party chosen by lot first striking a name. The last-
remaining name not stricken shall be designated as the Arbitrator for such dispute. If that
individual is unable or unwilling to serve, the individual last stricken from the list shall be
designated as the Arbitrator (and the process repeated until an individual is selected who is able
and willing to serve). Absent the express written consent of all Arbitrating Parties as to any
particular individual, a person shall not be eligible for selection as an Arbitrator if such person (i)
is a past or present officer, member of the governing body, employee of or consultant to any of
the Arbitrating Parties, or of an entity related to or affiliated with any of the Arbitrating Parties or
(ii) has any current or past substantial business or financial relationships with any of the
Arbitrating Parties (except as an arbitrator in any prior arbitration). The Arbitrator shall provide
each of the Arbitrating Parties an opportunity to be heard and, except as otherwise provided in
Appendix B -18-
Facilities Agreement
Staff_PR_040 Attachment A Page 87 of 98
this section 17, shall generally conduct the arbitration in accordance with the Commercial
Arbitration Rules of the American Arbitration Association.
17.3 Arbitration Decisions
Unless otherwise agreed in writing by the Arbitrating Parties, the Arbitrator shall render a
decision within ninety (90) days of appointment and shall notify the Parties in writing of such
decision and the reasons therefor. The Arbitrator shall be authorized only to interpret and apply
the provisions of this Agreement and shall have no power to modify or change any of the
provisions of this Agreement in any manner. The decision of the Arbitrator shall be final and
binding upon the Arbitrating Parties, and judgment on the award may be entered in any court
having jurisdiction. The decision of the Arbitrator may be appealed solely on the grounds that
the conduct of the Arbitrator, or the decision itself, violated the standards set forth in the Federal
Arbitration Act and/or the Administrative Dispute Resolution Act. The final decision of the
Arbitrator must also be filed with the Commission if it affects jurisdictional rates, terms and
conditions of service or facilities.
17.4 Costs
Each Arbitrating Party shall be responsible for its own costs incurred during the
arbitration process and for an equal share of the cost of the single Arbitrator.
17.5 Rights Under The Federal Power Act
Nothing in this section shall restrict the rights of any Party to file a complaint with the
Commission or seek any other relief under relevant provisions of the Federal Power Act.
17.6 List of Potential Arbitrators
ColumbiaGrid shall establish, and from time to time update, a list of not less than 5
potential arbitrators. Potential arbitrators on such list shall be generally knowledgeable about
electric utility matters and policies, criteria, and regulatory requirements applicable to the
Regional Interconnected Systems. ColumbiaGrid shall furnish such list for use pursuant to
section 17.2.
18. Notices
18.1 Permitted Methods of Notice
Any notice, demand, or request in accordance with this Agreement, unless otherwise
provided in this Agreement, shall be in writing and shall be deemed properly served, given, or
made to the address of the receiving Party set forth below (i) upon delivery if delivered in
person, (ii) upon execution of the return receipt, if sent by registered United States or Canadian
mail, postage prepaid, return receipt requested, or (iii) upon delivery if delivered by prepaid
commercial courier service.
Appendix B -19-
Facilities Agreement
Staff_PR_040 Attachment A Page 88 of 98
The address of ColumbiaGrid shall be:

[Insert address and representative for ColumbiaGrid]
______________________________
______________________________
Attn:__________________________
[Insert names, addresses, and representatives for other Parties]
The address of ____________________ shall be:

______________________________
______________________________
______________________________
Attn:__________________________
18.2 Change of Notice Address
Any Party may at any time, by notice to the other Parties, change the designation or
address of the person specified to receive notice on its behalf.
18.3 Routine Notices
Any notice of a routine character in connection with this Agreement shall be given in
such a manner as the Parties may determine from time to time, unless otherwise provided in this
Agreement.
19. Amendment or Modification
19.1 Amendment by Mutual Agreement
This Agreement may not be amended or modified except by any subsequent mutual
written agreement, duly executed by all Parties.
19.2 Invalidity
If any provision of this Agreement, or the application thereof to any person, entity, or
circumstance, is held by a court or regulatory authority of competent jurisdiction to be invalid,
void, or unenforceable, or if a modification or condition to this Agreement is imposed by a
regulatory authority exercising jurisdiction over this Agreement, the Parties shall endeavor in
good faith to negotiate such amendment or amendments to this Agreement as will restore the
relative benefits and obligations of the signatories under this Agreement immediately prior to
such holding, modification, or condition.
19.3 Conformance to Pro Forma
The Parties shall not, without the prior written consent of all parties to the Planning
Agreement, which consent is not to be unreasonably withheld, amend this Agreement to be
Appendix B -20-
Facilities Agreement
Staff_PR_040 Attachment A Page 89 of 98
inconsistent with the pro forma Facilities Agreement set forth in the Planning Agreement. If the
Planning Agreement is amended by the parties thereto so as to amend the pro forma Facilities
Agreement set forth in the Planning Agreement, ColumbiaGrid shall offer an amendment to this
Agreement to conform this Agreement to such amended pro forma Facilities Agreement.
20. Construction of Agreement
Ambiguities or uncertainties in the wording of this Agreement shall not be construed for
or against any Party, but shall be construed in a manner that most accurately reflects the purpose
of this Agreement and the nature of the rights and obligations of the Parties with respect to the
matter being construed.
21. Integration
This Agreement, including the Exhibits hereto, constitutes the complete agreement of the
Parties and supersedes all prior or contemporaneous representations, statements, negotiations,
understandings, and inducements with respect to the subject matter hereof. The Exhibits hereto,
as they may be revised from time to time, are incorporated by reference as if fully set forth in this
Agreement.
22. Existing Agreements Preserved
Nothing in this Agreement shall be interpreted to supersede the requirements of any
existing agreement unless otherwise expressly stated in this Agreement.
23. Governing Law
This Agreement shall in all respects be interpreted, construed and enforced in accordance
with the laws of the State of [insert the state where facility/ies are to be located], except to the
extent that such laws may be preempted by the laws of the United States or of Canada, as
applicable; provided however that notwithstanding the foregoing, with respect to a dispute
involving a Party that is a United States government entity (including, but not limited to, a
federal power marketing administration), this Agreement shall in all respects be interpreted,
construed, and enforced in accordance with the laws of the United States. The Parties
acknowledge that with respect to a Party that is an agency of the United States federal
government, under law in effect as of the effective date of this Agreement, such agency has not
by this Agreement waived its sovereign immunity.
24. Singular and Plural; Use of “Or”
Any use of the singular in this Agreement also includes the plural and any use of the
plural also includes the singular. References to “or” shall be deemed to be disjunctive but not
necessarily exclusive. References to “including,” “include,” and “includes” shall be deemed to
mean “including but not limited to,” “include but not limited to,” and “includes but not limited
to,” respectively.
Appendix B -21-
Facilities Agreement
Staff_PR_040 Attachment A Page 90 of 98
25. Headings for Convenience Only
The section headings in this Agreement are intended for convenience and reference only
and are not intended to define, limit, or describe the scope or intent of any provisions of this
Agreement.
26. Relationship of the Parties
26.1 No Partnership, Etc.
Nothing contained in this Agreement shall be construed to create an association, joint
venture, trust, or partnership or to impose a trust or partnership covenant, obligation, or liability
on or with regard to any of the Parties. Each Party shall be individually responsible for its own
covenants, obligations, and liabilities under this Agreement.
26.2 Rights Several
All rights of the Parties are several, not joint. Except as may be expressly provided in
this Agreement, no Party shall have a right or power to bind any other Party without such Party’s
express written consent.
27. No Third Person Beneficiaries
This Agreement shall not be construed to create rights in, or to grant remedies to, any
third Person as a beneficiary of this Agreement or of any duty, obligation, or undertaking
established in this Agreement.
28. No Dedication of Facilities
No undertaking by any Party to another Party under or pursuant to any provision of this
Agreement shall constitute or be deemed to constitute a dedication of all or any portion of any
Party’s transmission system, to any other Party or to the public.
29. Nonwaiver
Any waiver at any time by any Party of its rights with respect to any default under this
Agreement, or with respect to any other matter arising in connection with this Agreement, shall
not constitute or be deemed a waiver with respect to any other default or other matter arising in
connection with this Agreement. Any waiver must be delivered in writing, executed by an
authorized representative of the Party granting such waiver. Any delay short of the statutory
period of limitations in asserting or enforcing any right shall not constitute or be deemed a
waiver.
30. Further Actions and Documents
Each Party agrees to do all things, including, but not limited to, the preparation,
execution, delivery, filing, and recording of any instruments or agreements reasonably requested
by any other Party necessary to carry out the provisions of this Agreement.
Appendix B -22-
Facilities Agreement
Staff_PR_040 Attachment A Page 91 of 98
31. Counterparts
This Agreement may be executed in counterparts, which may be executed at different
times. Each counterpart shall constitute an original but all counterparts together shall constitute
one and the same instrument. ColumbiaGrid shall maintain the original signature pages, and
shall prepare and distribute a conformed copy of this Agreement to the Parties.
32. Representation of Authority
Each Party, upon its execution and delivery of this Agreement, represents that it has
authority to enter into and perform this Agreement. Each Party represents that the individual
signing this Agreement on its behalf is authorized to sign this Agreement on behalf of the Party
for which such individual signs.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in
their respective names.

Columbia Grid

By:
Its:

[Insert names of Parties]

[Name]

By:
Its:

[Name]

By:
Its:
Appendix B -23-
Facilities Agreement
Staff_PR_040 Attachment A Page 92 of 98
A-1
Exhibit A

PLAN OF SERVICE

Staff_PR_040 Attachment A Page 93 of 98
Exhibit B

Facility and Work
Description
Design
Responsibility
Siting
Responsibility
Equipment
Procurement
and
Construction
Responsibility
Allocated
Share
Among
Parties
A/B/C, etc.
Facility
Ownership
Share
Percentage
Among
Parties
A/B/C, etc. Comments

B-1
Staff_PR_040 Attachment A Page 94 of 98
Exhibit C
PERFORMANCE MILESTONES

C-1
Staff_PR_040 Attachment A Page 95 of 98
Exhibit D
COST ALLOCATION

D-1
Staff_PR_040 Attachment A Page 96 of 98
Exhibit E
ESTIMATED PAYMENT SCHEDULE

E-1
Staff_PR_040 Attachment A Page 97 of 98
Exhibit F
ADDITIONAL OR MAINTAINED TRANSMISSION CAPACITY

F-1
Staff_PR_040 Attachment A Page 98 of 98