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HomeMy WebLinkAbout20150812AVU to Staff 69 Attachment A.pdfAvista Contract No.AV-TRIl-I088 STANDARD LARGE GENERATOR INTERCONNECTION AGREEMENT (LGIA) BETWEEN PALOUSE WIND,LLC AND AVISTA CORPORATION Staff_PR_069 Attachment A Page 1 of 110 Recitals Article 1. Article 2. 2.1 2.2 2.3 2.4 2.5 2.6 Article 3. 3.I Article 4. 4.1 4.2 4.3 4.4 4.5 Article 5. 5.1 5.2 5.3 5.4 ·5.5 5.6 TABLE OF CONTENTS Definitions Effective Date,Term,and Termination Effective Date Term of Agreement Termination Procedures 2.3.1 Written Notice 2.3.2 Default Termination Costs Disconnection Survival Regulatory Filings Filing Scope of Service Interconnection Product Options 4.I.I Energy Resource Interconnection Service 4.1.1.1 The Product 4.1.1.2 Transmission Delivery Service Implications 4.1.2 Network Resource Interconnection Service 4.1.2.1 The Product 4.1.2.2 Transmission Delivery Service Implications Provision ofService Performance Standards No Transmission Delivery Service Interconnection Customer Provided Services Interconnection Facilities Engineering,Procurement,and Construction Options 5.1.1 Standard Option 5.1.2 Alternate Option 5.1.3 Option to Build 5.1.4 Negotiated Option General Conditions Applicable to Option to Build Liquidated Damages Power System Stabilizers Equipment Procurement Construction Commencement Page I of75 Staff_PR_069 Attachment A Page 2 of 110 Work Progress Information Exchange Limited Operation Interconnection Customer's Interconnection Facilities ("ICIF") 5.1 0.1 Interconnection Customer's Interconnection Facility Specifications 5.10.2 Transmission Provider's Review 5.10.3 ICIF Construction Transmission Provider's Interconnection Facilities Construction Access Rights Lands of Other Property Owners Permits Early Construction of Base Case Facilities Suspension Taxes 5.17.1 5.17.2 5.17.3 Interconnection Customer Payments Not Taxable Representations and Covenants Indemnification for the Cost Consequences of Current Tax Liability Imposed Upon the Transmission Provider 5.17.4 Tax Gross-Up Amount 5.17.5 Private Letter Ruling or Change or Clarification of Law 5.17.6 Subsequent Taxable Events 5.17.7 Contests 5.17.8 Refund 5.17.9 Taxes Other Than Income Taxes 5.17.10 Transmission Owners Who Are Not Transmission Providers Tax Status Modification 5.19.1 General 5.19.2 Standards 5.19.3 Modification Costs 5.7 5.8 5.9 5.10 5.18 5.19 5.11 5.12 5.13 5.14 5.15 5.16 5.17 Article 6. 6.1 6.2 6.3 6.4 Testing and Inspection Pre-Commercial Operation Date Testing and Modifications Post-Commercial Operation Date Testing and Modifications Right to Observe Testing Right to Inspect Article 7. 7.1 7.2 7.3 7.4 7.5 Metering General Check Meters Standards Testing ofMetering Equipment Metering Data Page 2 of75 Staff_PR_069 Attachment A Page 3 of 110 Article 8. 8.1 8.2 8.3 Article 9. 9.1 9.2 9.3 9.4 9.5 9.6 9.7 9.8 9.9 9.10 Article 10. 10.1 10.2 10.3 10.4 10.5 Article 11. ILl 11.2 11.3 11.4 Communications Interconnection Customer Obligations Remote Terminal Unit No Annexation Operations General Control Area Notification Transmission Provider Obligations Interconnection Customer Obligations Start-Up and Synchronization Reactive Power 9.6.I Power Factor Design Criteria 9.6.2 Voltage Schedules 9.6.2.1 Governors and Regulators 9.6.3 Payment for Reactive Power ~. Outages and Interruptions 9.7.1 Outages 9.7.1.1 Outage Authority and Coordination 9.7.1.2 Outage Schedules 9.7.1.3 Outage Restoration 9.7.2 Interruption of Service 9.7.3 Under-Frequency and Over Frequency Conditions 9.7.4 System Protection and Other Control Requirements 9.7.4.1 System Protection Facilities 9.7.5 Requirements for Protection 9.7.6 Power Quality Switching and Tagging Rules Use of Interconnection Facilities by Third Parties 9.9.1 Purpose of Interconnection Facilities 9.9.2 Third Party Users Disturbance Analysis Data Exchange Maintenance Transmission Provider Obligation Interconnection Customer Obligations Coordination Secondary Systems Operating and Maintenance Expenses Performance Obligation Interconnection Customer Interconnection Facilities Transmission Provider's Interconnection Facilities Network Upgrades and Distribution Upgrades Transmission Credits 11.4.1 Repayment ofAmounts Advanced for Network Upgrades Page 3 of75 Staff_PR_069 Attachment A Page 4 of 110 11.5 11.6 Article 12. 12.1 12.2 12.3 12.4 Article 13. 13.1 13.2 13.3 13.4 13.5 13.6 13.7 Article 14. 14.1 14.2 Article 15. 15.1 15.2 15.3 15.4 Article 16. 11.4.2 Special Provisions for Affected Systems Provision ofSecurity Interconnection Customer Compensation 11.6.1 Interconnection Customer Compensation for Actions During Emergency Condition Invoice General Final Invoice Payment Disputes Emergencies Definition Obligations Notice Immediate Action Transmission Provider Authority 13.5.1 General 13.5.2 Reduction and Disconnection Interconnection Customer Authority Limited Liability Regulatory Requirements and Governing Law Regulatory Requirements Governiug Law Notices General Billings and Payments Alternative Forms ofNotice Operations and Maintenance Notice Force Majeure Article 17. 17.1 Default Default 17.1.1 17.1.2 General Right to Terminate Article 18. 18.1 18.2 Indemnity,Consequential Damages and Insurance Indemnity 18.1.1 Indemnified Person 18.1.2 IndemnifYing Party 18.1.3 Indemnity Procedures Consequential Damages Page 4 of75 Staff_PR_069 Attachment A Page 5 of 110 18.3 Article 19. Article 20. Article 21. Article 22. 22.1 Article 23. Article 24. 24.1 24.2 24.3 24.4 Article 25. 25.1 25.2 25.3 25.4 25.5 Article 26. 26.1 26.2 26.3 Article 27. 27.1 Insurance Assignment Severability Comparability Confidentiality Confidentiality 22.1.1 Term 22.1.2 Scope 22.1.3 Release ofConfidential Information 22.1.4 Rights 22.1.5 No Warranties 22.1.6 Standard ofCare 22.1.7 Order ofDisclosure 22.1.8 Termination ofAgreement 22.1.9 Remedies 22.1.10 Disclosure to FERC,its Staff,or a State Environmental Releases Information Requirements Information Acquisition Information Submission by Transmission Provider Updated Information Submission by Interconnection Customer Information Supplementation Information Access and Audit Rights Information Access Reporting to Non-Force Majeure Events Audit Rights Audit Rights Periods 25.4.1 Audit Rights Period for Construction-Related Accounts and Records 25.4.2 Audit Rights Period for All Other Accounts and Records Audit Results Subcontractors General Responsibility of Principal No Limitation by Insurance Disputes Submission Page 5 of75 Staff_PR_069 Attachment A Page 6 of 110 Good Standing Authority No Conflict Consent and Approval 27.2 27.3 27.4 Article 28. 28.1 Article 29. Article 30. 30.1 30.2 30.3 30.4 30.5 30.6 30.7 30.8 30.9 30.10 30.11 30.12 Appendix A Appendix B Appendix C Appendix D Appendix E Appendix F Appendix G External Arbitration Procedures Arbitration Decision Costs Representations,Warranties and Covenants General 28.1.1 28.1.2 28.1.3 28.1.4 Joint Operating Committee Miscellaneous Binding Effect Conflicts Rules of Interpretation Entire Agreement No Third Party Beneficiaries Waiver Headings Multiple Counterparts Amendment Modification by the Parties Reservation of Rights No Partnership Interconnection Facilities,Network Upgrades,and Distribution Upgrades Milestones Interconnection Details Security Arrangements Details Commercial Operation Date Addresses for Delivery of Notices and Billings Interconnection Requirements for a Wind Generating Plant Page 6 of75 Staff_PR_069 Attachment A Page 7 of 110 STANDARD LARGE GENERATOR INTERCONNECTION AGREEMENT THIS STANDARD LARGE GENERATOR INTERCONNECTION AGREEMENT ("Agreement")is made and entered into by and between Palouse Wind, LLC,a limited liability company organized and existing under the laws of the State of Delaware,("Interconnection Customer"with a Large Generating Facility),and Avista Corporation a Washington corporation with its principal offices located at 141 I East Mission,Spokane,Washington,("Transmission Provider"and/or "Transmission Owner"and/or "Avista").Interconnection Customer and Transmission Provider each may be referred to as a "Party"or coIIectively as the "Parties." RECITALS WHEREAS,Transmission Provider operates the Transmission System;and WHEREAS,Interconnection Customer intends to own,lease and/or control and operate the Generating Facility identified as a Large Generating Facility in Appendix C to this Agreement;and, WHEREAS,Interconnection Customer and Transmission Provider have agreed to enter into this Agreement for the purpose of interconnecting the Large Generating Facility with the Transmission System; NOW,THEREFORE,in consideration of and subject to the mutual covenants contained herein,it is agreed: When used in this Standard Large Generator Interconnection Agreement,terms with initial capitalization that are not defined in Article I shaII have the meanings specified in the Article in which they are used or in Transmission Provider's Open Access Transmission Tariff­ FERC Electric Tariff Volume No.8 ("Tariff'). Article 1.Definitions Adverse System Impact shaII mean the negative effects due to technical or operational limits on conductors or equipment being exceeded that may compromise the safety and reliability of the electric system. Affected System shaII mean an electric system other than the Transmission Provider's Transmission System that may be affected by the proposed interconnection. Affected System Operator shaII mean the entity that operates an Affected System. Page 7 of75 Staff_PR_069 Attachment A Page 8 of 110 AffIliate shall mean,with respect to a corporation, partnership or other entity,each such other corporation, partnership or other entity that directly or indirectly,through one or more intermediaries,controls,is controlled by,or is under common control with,such corporation, partnership or other entity. Ancillary Services shall mean those services that are necessary to support the transmission of capacity and energy from resources to loads while maintaining reliable operation of the Transmission Provider's Transmission System in accordance with Good Utility Practice. Applicable Laws and Regulations shall mean all duly promulgated applicable federal,state and local laws,regulations,rules,ordinances,codes, decrees,judgments,directives,or judicial or administrative orders,permits and other duly authorized actions of any Governmental Authority. Applicable Reliability Council shall mean the reliability council applicable to the Transmission System to which the Generating Facility is directly interconnected. Applicable Reliability Standards shall mean the requirements and guidelines of NERC,the Applicable Reliability Council,and the Control Area of the Transmission System to which the Generating Facility is directly interconnected. Base Case shall mean the base case power flow,short circuit,and stability data bases used for the Interconnection Studies by the Transmission Provider or Interconnection Customer. Breach shall mean the failure of a Party to perform or observe any material term or condition of this Agreement. Breaching Party shall mean a Party that is in Breach ofthis Agreement. Business Day shall mean Monday through Friday,excluding Federal Holidays. Calendar Day shall mean any day including Saturday,Sunday or a Federal Holiday. Clustering shall mean the process whereby a group of Interconnection Requests is studied together,instead of serially,for the purpose of conducting the Interconnection System Impact Study. Commercial Operation shall mean the status of a Generating Facility that has commenced generating electricity for sale,excluding electricity generated during Trial Operation. Commercial Operation Date of a unit shall mean the date on which the Generating Facility commences Commercial Operation as agreed to by the Parties pursuant to Appendix E to this Agreement. Confidential Information shall mean any confidential,proprietary or trade secret information of a plan,specification,pattern,procedure,design,device,list,concept,policy or compilation relating to the present or planned business of a Party,which is designated as confidential by the Page 8 of75 Staff_PR_069 Attachment A Page 9 of 110 Party supplying the information,whether conveyed orally,electronically,in writing,through inspection,or otherwise. Control Area shall mean an electrical system or systems bounded by interconnection metering and telemetry,capable of controlling generation to maintain its interchange schedule with other Control Areas and contributing to frequency regulation of the interconnection.A Control Area must be certified by the Applicable Reliability Council. Default shall mean the failure of a Breaching Party to cure its Breach in accordance with Article 17 ofthis Agreement. Dispute Resolution shall mean the procedure for resolution of a dispute between the Parties in which they will first attempt to resolve the dispute on an informal basis. Distribution System shall mean the Transmission Provider's facilities and equipment used to transmit electricity to ultimate usage points such as homes and industries directly from nearby generators or from interchanges with higher voltage transmission networks which transport bulk power over longer distances.The voltage levels at which distribution systems operate differ among areas. Distribution Upgrades shall mean the additions,modifications,and upgrades to the Transmission Provider's Distribution System at or beyond the Point of Interconnection to facilitate interconnection of the Generating Facility and render the transmission service necessary to effect Interconnection Customer's wholesale sale of electricity in interstate commerce.Distribution Upgrades do not include Interconnection Facilities. Effective Date shall mean the date on which this Agreement becomes effective upon execution by the Parties subject to acceptance by FERC,or if filed unexecuted,upon the date specified by FERC. Emergency Condition shall mean a condition or situation:(I)that in the judgment of the Party making the claim is imminently likely to endanger life or property;or (2)that,in the case of a Transmission Provider,is imminently likely (as determined in a non-discriminatory manner)to cause a material adverse effect on the security of,or damage to Transmission Provider's Transmission System,Transmission Provider's Interconnection Facilities or the electric systems ofothers to which the Transmission Provider's Transmission System is directly connected;or (3) that,in the case of Interconnection Customer,is imminently likely (as determined in a non­ discriminatory manner)to cause a material adverse effect on the security of,or damage to,the Generating Facility or Interconnection Customer's Interconnection Facilities.System restoration and black start shall be considered Emergency Conditions;provided,that Interconnection Customer is not obligated by this Agreement to possess black start capability. Energy Resource Interconnection Service shall mean an Interconnection Service that allows the Interconnection Customer to connect its Generating Facility to the Transmission Provider's Transmission System to be eligible to deliver the Generating Facility's electric output using the existing firm or nonfirm capacity of the Transmission Provider's Transmission System on an as Page 9 of75 Staff_PR_069 Attachment A Page 10 of 110 available basis.Energy Resource Interconnection Service in and of itself does not convey transmission service. Engineering &Procurement (E&P)Agreement shaH mean an agreement that authorizes the Transmission Provider to begin engineering and procurement of long lead-time items necessary for the establishment of the interconnection in order to advance the implementation of the Interconnection Request. Environmental Law shaH mean Applicable Laws or Regulations relating to poHution or protection ofthe environment or natural resources. Federal Power Act shaH mean the Federal Power Act,as amended,16 U.S.C.§§791a et seq. FERC shall mean the Federal Energy Regulatory Commission ("Commission")or its successor. Force Majeure shall mean any act of God,labor disturbance,act of the public enemy,war, insurrection,riot,fire,storm or flood,explosion,breakage or accident to machinery or equipment,any order,regulation or restriction imposed by governmental,military or lawfully established civilian authorities,or any other cause beyond a Party's control.A Force Majeure event does not include acts ofnegligence or intentional wrongdoing by the Party claiming Force Majeure. .Generating Facility shall mean Interconnection Customer's device for the production of electricity identified in the Interconnection Request,but shall not include the Interconnection Customer's Interconnection Facilities. Generating Facility Capacity shall mean the net capacity of the Generating Facility and the aggregate net capacity of the Generating Facility where it includes multiple energy production devices. Good Utility Practice shaH mean any ofthe practices,methods and acts engaged in or approved by a significant portion of the electric industry during the relevant time period,or any of the practices,methods and acts which,in the exercise of reasonable judgment in light of the facts known at the time the decision was made,could have been expected to accomplish the desired result at a reasonable cost consistent with good business practices,reliability,safety and expedition.Good Utility Practice is not intended to be limited to the optimum practice,method, or act to the exclusion of alI others,but rather to be acceptable practices,methods,or acts generally accepted in the region. Governmental Authority shall mean any federal,state,local or other governmental regulatory or administrative agency,court,commission,department,·board,or other governmental subdivision,legislature,rulemaking board,tribunal,or other governmental authority having jurisdiction over the Parties,their respective facilities,or the respective services they provide, and exercising or entitled to exercise any administrative,executive,police,or taxing authority or power;provided,however,that such term does not include Interconnection Customer, Transmission Provider,or any Affiliate thereof. Page 10 of75 Staff_PR_069 Attachment A Page 11 of 110 Hazardous Substances shall mean any chemicals,materials or substances defined as or included in the definition of "hazardous substances,""hazardous wastes,""hazardous materials," "hazardous constituents,""restricted hazardous materials,""extremely hazardous substances," "toxic substances,""radioactive substances,""contaminants,""pollutants,""toxic pollutants"or words ofsimilar meaning and regulatory effect under any applicable Environmental Law,or any other chemical,material or substance,exposure to which is prohibited,limited or regulated by any applicable Environmental Law. Initial Synchronization Date shall mean the date upon which the Generating Facility is initially synchronized and upon which Trial Operation begins. In-Service Date shall mean the date upon which the Interconnection Customer reasonably expects it will be ready to begin use of the Transmission Provider's Interconnection Facilities to obtain back feed power. Interconnection Customer shall mean any entity,including the Transmission Provider, Transmission Owner or any of the Affiliates or subsidiaries of either,that proposes to interconnect its Generating Facility with the Transmission Provider's Transmission System. Interconnection Customer's Interconnection Facilities shall mean all facilities and equipment, as identified in Appendix A of this Agreement,that are located between the Generating Facility and the Point ofChange of Ownership,including any modification,addition,or upgrades to such facilities and equipment necessary to physically and electrically interconnect the Generating Facility to the Transmission Provider's Transmission System.Interconnection Customer's Interconnection Facilities are sole use facilities. Interconnection Facilities shall mean the Transmission Provider's Interconnection Facilities and the Interconnection Customer's Interconnection Facilities.Collectively,Interconnection Facilities include all facilities and equipment between the Generating Facility and the Point of Interconnection,including any modification,additions or upgrades that are necessary to physically and electrically interconnect the Generating Facility to the Transmission Provider's Transmission System.Interconnection Facilities are sole use facilities and shall not include Distribution Upgrades,Stand Alone Network Upgrades or Network Upgrades. Interconnection Facilities Study shall mean a study conducted by the Transmission Provider or a third party consultant for the Interconnection Customer to determine a list of facilities (including Transmission Provider's Interconnection Facilities and Network Upgrades as identified in the Interconnection System Impact Study),the cost of those facilities,and the time required to interconnect the Generating Facility with the Transmission Provider's Transmission System.The scope of the study is defined in Section 8 of the Standard Large Generator Interconnection Procedures. Interconnection Facilities Study Agreement shall mean the form of agreement contained in Appendix 4 of the Standard Large Generator Interconnection Procedures for conducting the Interconnection Facilities Study. Page II of75 Staff_PR_069 Attachment A Page 12 of 110 Interconnection Feasibility Study shall mean a preliminary evaluation of the system impact and cost of interconnecting the Generating Facility to the Transmission Provider's Transmission System,the scope of which is described in Section 6 of the Standard Large Generator Interconnection Procedures. Interconnection Feasibility Study Agreement shall mean the form of agreement contained in Appendix 2 of the Standard Large Generator Interconnection Procedures for conducting the Interconnection Feasibility Study. Interconnection Request shall mean an Interconnection Customer's request,in the form of Appendix 1 to the Standard Large Generator Interconnection Procedures,in accordance with the Tariff,to interconnect a new Generating Facility,or to increase the .capacity of,or make a Material Modification to the operating characteristics of,an existing Generating Facility that is interconnected with the Transmission Provider's Transmission System. Interconnection Service shall mean the service provided by the Transmission Provider associated with interconnecting the Interconnection Customer's Generating Facility to the Transmission Provider's Transmission System and enabling it to receive electric energy and capacity from the Generating Facility at the Point of Interconnection,pursuant to the terms of this Agreement and,ifapplicable,the Transmission Provider's Tariff. Interconnection Study shall mean any of the following studies:the Interconnection Feasibility Study,the Interconnection System Impact Study,and the Interconnection Facilities Study described in the Standard Large Generator Interconnection Procedures. Interconnection System Impact Study shall mean an engineering study that evaluates the impact of the proposed interconnection on the safety and reliability of Transmission Provider's Transmission System and,ifapplicable,an Affected System.The study shall identifY and detail the system impacts that would result if the Generating Facility were interconnected without project modifications or system modifications,focusing on the Adverse System Impacts identified in the Interconnection Feasibility Study,or to study potential impacts,including but not limited to those identified in the Scoping Meeting as described in the Standard Large Generator Interconnection Procedures. Interconnection System Impact Study Agreement shall mean the form of agreement contained in Appendix 3 of the Standard Large Generator Interconnection Procedures for conducting the Interconnection System Impact Study. IRS shall mean the Internal Revenue Service. Joint Operating Committee shall be a group made up of representatives from Interconnection Customers and the Transmission Provider to coordinate operating and technical considerations of Interconnection Service. Page 12 of75 Staff_PR_069 Attachment A Page 13 of 110 Large Generating Facility shall mean a Generating Facility having a Generating Facility Capacity ofmore than 20 MW. Loss shall mean any and all losses relating to injury to or death of any person or damage to property,demand,suits,recoveries,costs and expenses,court costs,attorney fees,and all other obligations by or to third parties,arising out of or resulting from the other Party's performance, or non-performance of its obligations under this Agreement on behalf of the indemnifying Party, except in cases of gross negligence or intentional wrongdoing by the indemnifYing Party. Material Modification shall mean those modifications that have a material impact on the cost or timing of any Interconnection Request with a later queue priority date. Metering Equipment shall mean all metering equipment installed or to be installed at the Generating Facility pursuant to this Agreement at the metering points,including but not limited to instrument transformers,MWh-meters, data acquisition equipment,transducers,remote terminal unit,communications equipment,phone lines,and fiber optics. NERC shall mean the North American Electric Reliability Council or its successor organization. Network Resource shall mean any designated generating resource owned,purchased,or leased by a Network Customer under the Network Integration Transmission Service Tariff.Network Resources do not include any resource,or any portion thereof,that is committed for sale to third parties or otherwise cannot be called upon to meet the Network Customer's Network Load on a non-interruptible basis. Network Resource Interconnection Service shall mean an Interconnection Service that allows the Interconnection Customer to integrate its Large Generating Facility with the Transmission Provider's Transmission System (1)in a manner comparable to that in which the Transmission Provider integrates its generating facilities to serve native load customers;or (2)in an RTO or ISO with market based congestion management,in the same manner as Network Resources. Network Resource Interconnection Service in and of itselfdoes not convey transmission service. Network Upgrades shall mean the additions,modifications,and upgrades to the Transmission Provider's Transmission System required at or beyond the point at which the Interconnection Facilities connect to the Transmission Provider's Transmission System to accommodate the interconnection of the Large Generating Facility to the Transmission Provider's Transmission System. Notice of Dispute shall mean a written notice of a dispute or claim that arises out of or in connection with this Agreement or its performance. Optional Interconnection Study shall mean a sensitivity analysis based on assumptions specified by the Interconnection Customcr in the Optional Interconncction Stndy Agreement. Page 13 of75 Staff_PR_069 Attachment A Page 14 of 110 Optional Interconnection Study Agreement shall mean the fonn of agreement contained in Appendix 5 of the Standard Large Generator Interconnection Procedures for conducting the Optional Interconnection Study. Party or Parties shall mean Transmission Provider,Transmission Owner,Interconnection Customer or any combination ofthe above. Point of Change of Ownership shall mean the point,as set forth in Appendix C to this Agreement,where the Interconnection Customer's Interconnection Facilities connect to the Transmission Provider's Interconnection Facilities. Point of Interconnection shall mean the point,as set forth in Appendix A to this Agreement, where the Interconnection Facilities connect to the Transmission Provider's Transmission System. Queue Position shall mean the order of a valid Interconnection Request,relative to all other pending valid Interconnection Requests,that is established based upon the date and time of receipt ofthe valid Interconnection Request by the Transmission Provider. Reasonable Efforts shall mean,with respect to an action required to be attempted or taken by a Party under this Agreement,efforts that are timely and consistent with Good Utility Practice and are otherwise substantially equivalent to those a Party would use to protect its own interests. Scoping Meeting shall mean the meeting between representatives of the Interconnection Customer and Transmission Provider conducted for the purpose of discussing alternative interconnection options,to exchange infonnation including any transmission data and earlier study evaluations that would be reasonably expected to impact such interconnection options,to analyze such infonnation,and to detennine the potential feasible Points of Interconnection. Site Control shall mean documentation reasonably demonstrating:(l)ownership of,a leasehold interest in,or a right to develop a site for the purpose ofconstructing the Generating Facility;(2) an option to purchase or acquire a leasehold site for such purpose;or (3)an exclusivity or other business relationship between Interconnection Customer and the entity having the right to sen, lease or grant Interconnection Customer the right to possess or occupy a site for such purpose. Small Generating Facility shall mean a Generating Facility that has a Generating Facility Capacity ofno more than 20 MW. Stand Alone Network Upgrades shan mean Network Upgrades that an Interconnection Customer may construct without affecting day-to-day operations of the Transmission System during their construction.Both the Transmission Provider and the Interconnection Customer must agree as to what constitutes Stand Alone Network Upgrades and identify them in Appendix A to this Agreement. Page 14 of75 Staff_PR_069 Attachment A Page 15 of 110 Standard Large Generator Interconnection Agreement (LGIA)shall mean the fonn of interconnection agreement applicable to an Interconnection Request pertaining to a Large Generating Facility that is included in the Transmission Provider's Tariff. Standard Large Generator Interconnection Procedures (LGIP)shall mean the interconnection procedures applicable to an Interconnection Request pertaining to a Large Generating Facility that are included in the Transmission Provider's Tariff. System Protection Facilities shall mean the equipment,including necessary protection signal communications equipment,required to protect (1)the Transmission Provider's Transmission System from faults or other electrical disturbances occurring at the Generating Facility and (2) the Generating Facility from faults or other electrical system disturbances occurring on the Transmission Provider's Transmission System or on other delivery systems or other generating systems to which the Transmission Provider's Transmission System is directly connected. Tariff shall mean the Transmission Provider's Tariff through which open access transmission service and Interconnection Service are offered,as filed with FERC,and as amended or supplemented from time to time,or any successor tariff. Transmission Owner shall mean an entity that owns,leases or otherwise possesses an interest in the portion ofthe Transmission System at the Point of Interconnection and may be a Party to this Agreement to the extent necessary. Transmission Provider shall mean the public utility (or its designated agent)that owns, controls,or operates transmission or distribution facilities used for the transmission of electricity in interstate commerce and provides transmission service under the Tariff.The tenn Transmission Provider should be read to include the Transmission Owner when the Transmission .Owner is separate from the Transmission Provider. Transmission Provider's Interconnection Facilities shall mean all facilities and equipment owned,controlled or operated by the Transmission Provider from the Point of Change of Ownership to the Point of Interconnection as identified in Appendix A to this Agreement, including any modifications,additions or upgrades to such facilities and equipment. Transmission Provider's Interconnection Facilities are sole use facilities and shall not include Distribution Upgrades,Stand Alone Network Upgrades or Network Upgrades. Transmission System shall mean the facilities owned,controlled or operated by the Transmission Provider or Transmission Owner that are used to provide transmission service under the Tariff. Trial Operation shall mean the period during which Interconnection Customer is engaged in on­ site test operations and commissioning ofthe Generating Facility prior to Commercial Operation. Article 2.Effective Date,Term,and Termination Page 15 of75 Staff_PR_069 Attachment A Page 16 of 110 2.1 Effective Date.This Agreement shall become effective upon execution by the Parties subject to acceptance by FERC (if applicable),or iffiled unexecuted,upon the date specified by FERC.Transmission Provider shall promptly file this Agreement with FERC upon execution in accordance with Article 3.1,ifrequired. 2.2 Term of Agreement.Subject to the provisions of Article 2.3,this Agreement shall remain in effect for a period of twenty (20)years from the Effective Date or such other longer period as Interconnection Customer may request (Term to be specified in individual agreements)and shall be automatically renewed for each successive one-year period thereafter. 2.3 Termination Procedures. 2.3.1 Written Notice.This Agreement may be terminated by Interconnection Customer after giving Transmission Provider ninety (90)Calendar Days advance written notice,or by Transmission Provider notifying FERC after the Generating Facility permanently ceases Commercial Operation. 2.3.2 Default.Either Party may terminate this Agreement in accordance with Article 17. 2.3.3 Notwitllstanding Articles 2.3.1 and 2.3.2,no termination shall become effective until the Parties have complied with all Applicable Laws and Regulations applicable to such termination,including the filing with FERC of a notice of termination ofthis Agreement,which notice has been accepted for filing by FERC. 2.4 Termination Costs.If a Party elects to terminate this Agreement pursuant to Article 2.3 above,each Party shall pay all costs incurred (including any cancellation costs relating to orders or contracts for Interconnection Facilities and equipment)or charges assessed by the other Party,as of the date of the other Party's receipt of such notice of termination,that are the responsibility of the Terminating Party under this Agreement.In the event of termination by a Party, the Parties shall use commercially Reasonable Efforts to mitigate the costs, damages and charges arising as a consequence of termination.Upon termination of this Agreement,unless otherwise ordered or approved by FERC; 2.4.1 With respect to any portion of Transmission Provider's Interconnection Facilities that have not yet been constructed or installed,Transmission Provider shall to the extent possible and with Interconnection Customer's authorization cancel any pending orders of,or return,any materials or equipment for,or contracts for construction of,such facilities;provided that in the event Interconnection Customer elects not to authorize such cancellation,Interconnection Customer shall assume all payment obligations with respect to such materials,equipment,and contracts,and Transmission Provider shall deliver such material and equipment,and,if Page 16 of75 Staff_PR_069 Attachment A Page 17 of 110 2.5 2.6 Article 3. necessary,assign such contracts,to Intercormection Customer as soon as practicable,at Intercormection Customer's expense.To the extent that Intercormection Customer has already paid Transmission Provider for any or all such costs of materials or equipment not taken by Intercormection Customer,Transmission Provider shall promptly refund such amounts to Intercormection Customer,less any costs,including penalties incurred by Transmission Provider to cancel any pending orders of or return such materials,equipment,or contracts.If an Interconnection Customer terminates this Agreement,it shall be responsible for all costs incurred in association with that Intercormection Customer's interconnection, including any cancellation costs relating to orders or contracts for Interconnection Facilities and equipment,and other expenses including any Network Upgrades for which Transmission Provider has incurred expenses and has not been reimbursed by Intercormection Customer. 2.4.2 Transmission Provider may,at its option,retain any portion of such materials,equipment,or facilities that Interconnection Customer chooses not to accept delivery of,in which case Transmission Provider shall be responsible for all costs associated with procuring such materials, equipment,or facilities. 2.4.3 With respect to any portion ofthe Intercormection Facilities,and any other facilities already installed or constructed pursuant to the terms of this Agreement,Intercormection Customer shall be responsible for all costs associated with the removal,relocation or other disposition or retirement ofsuch materials,equipment,or facilities. Disconnection.Upon termination of this Agreement,the Parties will take all appropriate steps to discormect the Large Generating Facility from the Transmission System.All costs required to effectuate such disconnection shall be borne by the terminating Party,unless such termination resulted from the non­ terminating Party's Default of this Agreement or such non-terminating Party otherwise is responsible for these costs under this Agreement. Survival.This Agreement shall continue in effect after termination to the extent necessary to provide for final billings and payments and for costs incurred hereunder,including billings and payments pursuant to this Agreement;to permit the determination and enforcement of liability and indemnification obligations arising from acts or events that occurred while this Agreement was in effect;and to permit each Party to have access to the lands ofthe other Party pursuant to this Agreement or other applicable agreements,to discormect,remove or salvage its own facilities and equipment. Regulatory Filings Page 17 of75 Staff_PR_069 Attachment A Page 18 of 110 3.1 Article 4. 4.1 Filing.Transmission Provider shall file this Agreement (and any amendment hereto)with the appropriate Governmental Authority,if required.Interconnection Customer may request that any information so provided be subject to the confidentiality provisions of Article 22.If Interconnection Customer has executed this Agreement,or any amendment thereto,Interconnection Customer shall reasonably cooperate with Transmission Provider with respect to such filing and to provide any information reasonably requested by Transmission Provider needed to comply with applicable regulatory requirements. Scope of Service Interconnection Product Options.Interconnection Customer has selected Energy Resource IntercollJ1ection Service,as outlined in Article 4.1.1: 4.1.1 Energy Resource Interconnection Service. 4.1.1.1 4.1.1.2 The Product.Energy Resource Interconnection Service allows Interconnection Customer to connect the Large Generating Facility to the Transmission System and be eligible to deliver the Large Generating Facility's output using the existing firm or non-firm capacity of the Transmission System on an "as available"basis.To the extent Interconnection Customer wants to receive Energy Resource Interconnection Service,Transmission Provider shall construct facilities identified in Attachment A. Transmission Delivery Service Implications.Under Energy Resource Interconnection Service,Interconnection Customer will be eligible to inject power from the Large Generating Facility into and deliver power across the interconnecting Transmission Provider's Transmission System on an "as available"basis up to the amount of MWs identified in the applicable stability and steady state studies to the extent the upgrades initially required to qualify for Energy Resource Interconnection Service have been constructed.Where eligible to do so (~,PJM,ISO-NE,NYISO),Interconnection Customer may place a bid to sell into the market up to the maximum identified Large Generating Facility output,subject to any conditions specified in the interconnection service approval,and the Large Generating Facility will be dispatched to the extent Interconnection Customer's bid clears.In all other instances,no transmission delivery service from the Large Generating Facility is assured,but Interconnection Customer may obtain Point-to-Point Transmission Service,Network Integration Transmission Service,or be used for secondary network transmission service,pursuant to Transmission Page 18 of75 Staff_PR_069 Attachment A Page 19 of 110 Provider's Tariff,up to the maximum output identified in the stability and steady state studies.In those instances,in order for Interconnection Customer to obtain the right to deliver or inject energy beyond the Large Generating Facility Point of Interconnection or to improve its ability to do so,transmission delivery service must be obtained pursuant to the provisions of Transmission Provider's Tariff The Interconnection Customer's ability to inject its Large Generating Facility output beyond the Point of Interconnection,therefore,will depend on the existing capacity of Transmission Provider's Transmission System at such time as a transmission service request is made that would accommodate such delivery.The provision of firm Point-to-Point Transmission Service or Network Integration Transmission Service may require the construction of additional Network Upgrades. 4.1.2 Network Resource Interconnection Service. 4.1.2.1 4.1.2.2 The Product.Transmission Provider must conduct the necessary studies and construct the Network Upgrades needed to integrate the Large Generating Facility (1)in a manner comparable to that in which Transmission Provider integrates its generating facilities to serve native load customers;or (2)in an ISO or RTO with market based congestion management,in the same manner as all Network Resources.To the extent Interconnection Customer wants to receive Network Resource Interconnection Service,Transmission Provider shall construct the facilities identified in Attachment A to this Agreement. Transmission Delivery Service Implications.Network Resource Interconnection Service allows Interconnection Customer's Large Generating Facility to be designated by any Network Customer under the Tariff on Transmission Provider's Transmission System as a Network Resource,up to the Large Generating Facility's full output,on the same basis as existing Network Resources interconnected to Transmission Provider's Transmission System,and to be studied as a Network Resource on the assumption that such a designation will occur.Although Network Resource Interconnection Service does not convey a reservation of transmission service,any Network Customer under the Tariff can utilize its network service under the Tariff to obtain delivery of energy from the interconnected Interconnection Customer's Large Generating Facility in the same manner as it accesses Network Resources.A Large Generating Facility receiving Network Resource Interconnection Service may also be used to provide Ancillary Page 19 of75 Staff_PR_069 Attachment A Page 20 of 110 Services after technical studies and/or periodic analyses are performed with respect to the Large Generating Facility's ability to provide any applicable Ancillary Services,provided that such studies and analyses have been or would be required in connection with the provision of such Ancillary Services by any existing Network Resource.However,if an Interconnection Customer's Large Generating Facility has not been designated as a Network Resource by any load,it cannot be required to provide Ancillary Services except to the extent such requirements extend to all generating facilities that are similarly situated.The provision of Network Integration Transmission Service or firm Point-to-Point Transmission Service·may require additional studies and the construction of additional upgrades.Because such studies and upgrades would be associated with a request for delivery service under the Tariff,cost responsibility for the studies and upgrades would be in accordance with FERC's policy for pricing transmission delivery services. Network Resource Interconnection Service does not necessarily provide Interconnection Customer with the capability to physically deliver the output of its Large Generating Facility to any particular load on Transmission Provider's Transmission System without incurring congestion costs.In the event of transmission constraints on Transmission Provider's Transmission System,Interconnection Customer's Large Generating Facility shall be subject to the applicable congestion management procedures in Transmission Provider's Transmission System in the same manner as Network Resources. There is no requirement either at the time of study or interconnection,or at any point in the future,that Interconnection Customer's Large Generating Facility be designated as a Network Resource by a Network Service Customer under the Tariff or that Interconnection Customer identity a specific buyer (or sink).To the extent a Network Customer does designate the Large Generating Facility as a Network Resource,it must do.so pursuant to Transmission Provider's Tariff. Oncc an Interconnection Customer satisfies the requirements for obtaining Network Resource Interconnection Service,any future transmission service request for delivery from the Large Generating Facility within Transmission Provider's Transmission System of any amount ofcapacity and/or energy, Page 20 of75 Staff_PR_069 Attachment A Page 21 of 110 4.2 4.3 4.4 4.5 Article 5. 5.1 up to the amount initially studied,will not require that any additional studies be perfOlmed or that any further upgrades associated with such Large Generating Facility be undertaken, regardless of whether or not such Large Generating Facility is ever designated by a Network Customer as a Network Resource and regardless of changes in ownership of the Large Generating Facility.However,the reduction or elimination of congestion or redispatch costs may require additional studies and the construction of additional upgrades. To the extent Interconnection Customer enters into an arrangement for long term transmission service for deliveries from.the Large Generating Facility outside Transmission Provider's Transmission System,such request may require additional studies and upgrades in order for Transmission Provider to grant such request. Provision of Service.Transmission Provider shall provide Interconnection Service for the Large Generating Facility at the Point of Interconnection. Performance Standards.Each Party shall perform all of its obligations under this Agreement in accordance with Applicable Laws and Regulations,Applicable Reliability Standards,and Good Utility Practice,and to the extent a Party is required or prevented or limited in taking any action by such regulations and standards,such Party shall not be deemed to be in Breach of this Agreement for its compliance therewith.If such Party is a Transmission Provider or Transmission Owner,then that Party shall amend the LOlA and submit the amendment to FERC for approval. No Transmission Delivery Service.The execution of this Agreement does not constitute a request for,nor the provision of,any transmission delivery service under Transmission Provider's Tariff,and does not convey any right to deliver electricity to any specific customer or Point of Delivery. Interconnection Customer Provided Services.The services provided by Interconnection Customer under this Agreement are set forth in Article 9.6 and Article 13.5.1.Interconnection Customer shall be paid for such services in accordance with Article 11.6. Interconnection Facilities Engineering,Procurement,and Construction Options.Unless otherwise mutually agreed to between the Parties, Interconnection Customer shall select the In-Service Date,Initial Synchronization Date,and Commercial Operation Date;and either Standard Option or Alternate Option set forth below for completion of Transmission Provider's Interconnection Facilities and Network Upgrades 'as set forth in Appendix A,Interconnection Page 21 of75 Staff_PR_069 Attachment A Page 22 of 110 Facilities and Network Upgrades,and such dates and selected option shall be set forth in Appendix B,Milestones. 5.1.1 Standard Option.Transmission Provider shall design,procure,and construct Transmission Provider's Interconnection Facilities and Network Upgrades,using Reasonable Efforts to complete Transmission Provider's Interconnection Facilities and Network Upgrades by the dates set forth in Appendix B,Milestones.Transmission Provider shall not be required to undertake any action which is inconsistent with its standard safety practices,its material and equipment specifications,its design criteria and construction procedures,its labor agreements,and Applicable Laws and Regulations.In the event Transmission Provider reasonably expects that it will not be able to complete Transmission Pro"ider's Interconnection Facilities and Network Upgrades by the specified dates,Transmission Provider shall promptly provide written notice to Interconnection Customer and shall undertake Reasonable Efforts to meet the earliest dates thereafter. 5.1.2 Alternate Option.If the dates designated by Interconnection Customer are acceptable to Transmission Provider,Transmission Provider shall so notify Interconnection Customer within thirty (30)Calendar Days,and shall assume responsibility for the design,procurement and construction of Transmission Provider's Interconnection Facilities by the designated dates. If Transmission Provider subsequently fails to complete Transmission Provider's Interconnection Facilities by the In-Service Date,to the extent necessary to provide back feed power;or fails to complete Network Upgrades by the Initial Synchronization Date to the extent necessary to allow for Trial Operation at full power output,unless other arrangements are made by the Parties for such Trial Operation;or fails to complete the Network Upgrades by the Commercial Operation Date,as such dates are reflected in Appendix B,Milestones;Transmission Provider shall pay Interconnection Customer liquidated damages in accordance with Article 5.3,Liquidated Damages,provided,however,the dates designated by Interconnection Customer shall be extended day for day for each day that the applicable RTO or ISO refuses to grant clearances to install equipment. 5.1.3 Option to Build.Ifthe dates designated by Interconnection Customer are not acceptable to Transmission Provider,Transmission Provider shall so notify Interconnection Customer within thirty (30)Calendar Days,and unless the Parties agree otherwise,Interconnection Customer shall have the option to assume responsibility for the design,procurement and construction of Transmission Provider's Interconnection Facilities and Stand Alone Network Upgrades on the dates specified in Article 5.1.2. Page 22 of75 Staff_PR_069 Attachment A Page 23 of 110 Transmission Provider and Interconnection Customer must agree as to what constitutes Stand Alone Network Upgrades and identify such Stand Alone Network Upgrades in Appendix A.Except for Stand Alone Network Upgrades,Interconnection Customer shall have no right to construct Network Upgrades under this option. 5.1.4 Negotiated Option.If Interconnection Customer elects not to exercise its option under Article 5.1.3,Option to Build,Interconnection Customer shall so notify Transmission Provider within thirty (30)Calendar Days, and the Parties shall in good faith attempt to negotiate terms and conditions (including revision of the specified dates and liquidated damages,the provision of incentives or the procurement and construction of a portion of Transmission Provider's Interconnection Facilities and Stand Alone Network Upgrades by Interconnection Customer)pursuant to which Transmission Provider is responsible for the design,procurement and construction of Transmission Provider's Interconnection Facilities and Network Upgrades.If the Parties are unable to reach agreement on such terms and conditions,Transmission Provider shall assume responsibility for the design,procurement and construction of Transmission Provider's Interconnection Facilities and Network Upgrades pursuant to 5.1.1, Standard Option. 5.2 General Conditions Applicable to Option to Build.If Interconnection Customer assumes responsibility for the design,procurement and construction of Transmission Provider's Interconnection Facilities and Stand Alone Netwo'rk Upgrades, (I)Interconnection Customer shall engineer,procure equipment,and construct Transmission Provider's Interconnection Facilities and Stand Alone Network Upgrades (or portions thereof)using Good Utility Practice and using standards and specifications provided in advance by Transmission Provider; (2)Interconnection Customer's engineering,procurement and construction of Transmission Provider's Interconnection Facilities and Stand Alone Network Upgrades shall comply with all requirements of law to which Transmission Provider would be subject in the engineering,procurement or construction of Transmission Provider's Interconnection Facilities and Stand Alone Network Upgrades; (3)Transmission Provider shall review and approve the cnginecring design, equipment acceptance tests,and the construction of Transmission Provider's Interconnection Facilities and Stand Alone Network Upgrades; (4)Prior to commencement of construction,Interconnection Customer shall provide to Transmission Provider a schedule for construction of Page 23 of75 Staff_PR_069 Attachment A Page 24 of 110 Transmission Provider's Interconnection Facilities and Stand Alone Network Upgrades,and shall promptly respond to requests for information from Transmission Provider; (5)At any time during construction,Transmission Provider shall have the right to gain unrestricted access to Transmission Provider's Interconnection Facilities and Stand Alone Network Upgrades and to conduct inspections of the same; (6)At any time during construction,should any phase of the engineering, equipment procurement,or construction of Transmission Provider's Interconnection Facilities and Stand Alone Network Upgrades not meet the standards and specifications provided by Transmission Provider, Interconnection Customer shall be obligated to remedy deficiencies in that portion of Transmission Provider's Interconnection Facilities and Stand Alone Network Upgrades; (7)Interconnection Customer shall indemnify Transmission Provider for claims ansmg from Interconnection Customer's construction of Transmission Provider's Interconnection Facilities and Stand Alone Network Upgrades under the terms and procedures applicable to Article 18.1 Indemnity; (8)Interconnection Customer shall transfer control of Transmission Provider's Interconnection Facilities and Stand Alone Network Upgrades to Transmission Provider; (9)Unless Parties otherwise agree,Interconnection Customer shall transfer ownership of Transmission Provider's Interconnection Facilities and Stand-Alone Network Upgrades to Transmission Provider; (10)Transmission Provider shall approve and accept for operation and maintenance Transmission Provider's Interconnection Facilities and Stand Alone Network Upgrades to the extent engineered,procured,and constructed in accordance with this Article 5.2;and (11)Interconnection Customer shall deliver to Transmission Provider "as­ built"drawings,information,and any other documents that are reasonably required by Transmission Provider to assure that the Interconnection Facilities and Stand-Alone Network Upgrades are built to the standards and specifications required byTransmission Provider. 5.3 Liquidated Damages.The actual damages to Interconnection Customer,in the event Transmission Provider's Interconnection Facilities or Network Upgrades are not completed by the dates designated by Interconnection Customer and accepted by Transmission Provider pursuant to subparagraphs 5.1.2 or 5.1.4,above,may Page 24 of75 Staff_PR_069 Attachment A Page 25 of 110 include Interconnection Customer's fixed operation and maintenance costs and lost opportunity costs.Such actual damages are uncertain and impossible to determine at this time.Because ofsuch uncertainty,any liquidated damages paid by Transmission Provider to Interconnection Customer in the event that Transmission Provider does not complete any portion of Transmission Provider's Interconnection Facilities or Network Upgrades by the applicable dates,shall be an amount equal to Y,of I percent per day of the actual cost of Transmission Provider's Interconnection Facilities and Network Upgrades,in the aggregate,for which Transmission Provider has assumed responsibility to design,procure and construct. However,in no event shall the total liquidated damages exceed 20 percent of the actual cost of Transmission Provider's Interconnection.Facilities and Network Upgrades for which Transmission Provider has assumed responsibility to design, procure,and construct.The foregoing payments will be made by Transmission Provider to Interconnection Customer as just compensation for the damages caused to Interconnection Customer,which actual damages are uncertain and impossible to determine at this time,and as reasonable liquidated damages,but not as a penalty or a method to secure performance ofthis Agreement.Liquidated damages,when the Parties agree to them,are the exclusive remedy for the Transmission Provider's failure to meet its schedule. No liquidated damages shall be paid to Interconnection Customer if:(1) Interconnection Customer is not ready to commence use of Transmission Provider's Interconnection Facilities or Network Upgrades to take the delivery of power for the Large Generating Facility's Trial Operation or to export power from the Large Generating Facility on the specified dates,unless Interconnection Customer would have been able to commence use of Transmission Provider's Interconnection Facilities or Network Upgrades to take the delivery of power for Large Generating Facility's Trial Operation or to export power from the Large Generating Facility,but for Transmission Provider's delay;(2)Transmission Provider's failure to meet the specified dates is the result ofthe action or inaction of Interconnection Customer or any other Interconnection Customer who has entered into an LGIA with Transmission Provider or any cause beyond Transmission Provider's reasonable control or reasonable ability to cure;(3)the Interconnection Customer has assumed responsibility for the design,procurement and construction of Transmission Provider's Interconnection Facilities and Stand Alone Network Upgrades;or (4)the Parties have otherwise agreed. 5.4 Power System Stabilizers.The Interconnection Customer shall procure,install, maintain and operate Power System Stabilizers in accordance with the guidelines and procedures established by the Applicable Reliability Council.Transmission Provider reserves the right to reasonably establish minimum acceptable settings for any installed Power System Stabilizers,subject to the design and operating limitations of the Large Generating Facility.If the Large Generating Facility's Power System Stabilizers are removed from service or not capable of automatic Page 25 of75 Staff_PR_069 Attachment A Page 26 of 110 operation,Interconnection Customer shall immediately notify Transmission Provider's system operator,or its designated representative.The requirements of this paragraph shall not apply to wind generators. 5.5 Equipment Procurement.If responsibility for construction of Transmission Provider's Interconnection Facilities or Network Upgrades is to be borne by Transmission Provider,then Transmission Provider shall commence design of Transmission Provider's Interconnection Facilities or Network Upgrades and procure necessary equipment as soon as practicable after all of the following conditions are satisfied,unless the Parties otherwise agree in writing: 5.5.1 Transmission Provider has completed the Facilities Study pursuant to the Facilities Study Agreement; 5.5.2 Transmission Provider has received written authorization to proceed with design and procurement from Interconnection Customer by the date specified in Appendix B,Milestones;and 5.5.3 Interconnection Customer has provided security to Transmission Provider in accordance with Article 11.5 by the dates specified in Appendix B, Milestones. 5.6 Construction Commencement.Transmission Provider shall commence construction of Transmission Provider's Interconnection Facilities and Network Upgrades for which it is responsible as soon as practicable after the following additional conditions are satisfied: 5.6.1 Approval of the appropriate Governmental Authority has been obtained for any facilities requiring regulatory approval; 5.6.2 Necessary real property rights and rights-of-way have been obtained,to the extent required for the construction of a discrete aspect of Transmission Provider's Interconnection Facilities and Network Upgrades; 5.6.3 Transmission Provider has received written authorization to proceed with construction from Interconnection Customer by the date specified in Appendix B,Milestones;and 5.6.4 Interconnection Customer has provided security to Transmission Provider in accordance with Article 1l.5 by the dates specified in Appendix B, Milestones. 5.7 Work Progress.The Parties will keep each other advised periodically as to the progress of their respective design,procurement and construction·efforts.Either Party may,at any time,request a progress report from the other Party.If,at any time,Interconnection Customer determines that the completion of Transmission Page 26 of75 Staff_PR_069 Attachment A Page 27 of 110 Provider's Interconnection Facilities will not be required until after the specified In-Service Date,Interconnection Customer will provide written notice to Transmission Provider of such later date upon which the completion of Transmission Provider's Interconnection Facilities will be required. 5.8 Information Exchange.As soon as reasonably practicable after the Effective Date,the Parties shall exchange information regarding the design and compatibility of the Parties'Interconnection Facilities and compatibility of the Interconnection Facilities with Transmission Provider's Transmission System,and shall work diligently and in good faith to make any necessary design changes. 5.9 Limited Operation.If any of Transmission Provider's Interconnection Facilities or Network Upgrades are not reasonably expected to be completed prior to the Commercial Operation Date of the Large Generating Facility,Transmission Provider shall,upon the request and at the expense of Interconnection Customer, perform operating studies on a timely basis to determine the extent to which the Large Generating Facility and Interconnection Customer's Interconnection Facilities may operate prior to the completion of Transmission Provider's Interconnection Facilities or Network Upgrades consistent with Applicable Laws and Regulations,Applicable Reliability Standards,Good Utility Practice,and this Agreement.Transmission Provider shall permit Interconnection Customer to operate the Large Generating Facility and Interconnection Customer's Interconnection Facilities in accordance with the results of such studies. 5.10 Interconnection Customer's Interconnection Facilities ('ICIF'). Interconnection Customer shall,at its expense,design,procure,construct,own and install the ICIF,as set forth in Appendix A,Interconnection Facilities, Network Upgrades and Distribution Upgrades. 5.10.1 5.10.2 Interconnection Customer's Interconnection Facility Specifications.Interconnection Customer shall submit initial specifications for the ICIF,including System Protection Facilities,to Transmission Provider at least one hundred eighty (I80)Calendar Days prior to the Initial Synchronization Date;and final specifications for review and comment at least ninety (90)Calendar Days prior to the Initial Synchronization Date.Transmission Provider shall review such specifications to ensure that the ICIF are compatible with the technical specifications,operational control,and safety requirements of Transmission Provider and comment on such specifications within thirty (30)Calendar Days of Interconnection Customer's submission. All specifications provided hereunder shall be deemed confidential. Transmission Provider's Review.Transmission Provider's review of Interconnection Customer's final specifications shall not be construed as confirming,endorsing,or providing a warranty as to the design, fitness,safety,durability or reliability ofthe Large Generating Facility, Page 27 of75 Staff_PR_069 Attachment A Page 28 of 110 5.10.3 or the ICIF.Interconnection Customer shall make such changes to the ICIF as may reasonably be required by Transmission Provider,in accordance with Good Utility Practice,to ensure that the ICIF are compatible with the technical specifications,operational control,and safety requirements ofTransmission Provider. ICIF Construction.The ICIF shall be designed and constrocted in accordance with Good Utility Practice.Within one hundred twenty (120)Calendar Days after the Commercial Operation Date,unless the Parties agree on another mutually acceptable deadline,Interconnection Customer shall deliver to Transmission Provider "as-built"drawings, information and documents for the ICIF,such as:a one-line diagram,a site plan showing the Large Generating Facility and the ICIF,plan and elevation drawings showing the layout of the ICIF,a relay functional diagram,relaying AC and DC schematic wiring diagrams and relay settings for all facilities associated with Interconnection Customer's step-up transformers,the facilities connecting the Large Generating Facility to the step-up transformers and the ICIF,and the impedances (determined by factory tests)for the associated step-up transformers and the Large Generating Facility.The Interconnection Customer shall provide Transmission Provider specifications for the excitation system,automatic voltage regulator,Large Generating Facility control and protection settings,transformer tap settings,and communications, if applicable. 5.11 Transmission Provider's Interconnection Facilities Construction. Transmission Provider's Interconnection Facilities shall be designed and constrocted in accordance with Good Utility Practice.Upon request,within one hundred twenty (120)Calendar Days after the Commercial Operation Date,unless the Parties agree on another mutually acceptable deadline,Transmission Provider shall deliver to Interconnection Customer the following "as-built"drawings, information and documents for Transmission Provider's Interconnection Facilities [include appropriate drawings and relay diagrams].Transmission Provider will obtain control of Transmission Provider's Interconnection Facilities and Stand Alone Network Upgrades upon completion ofsuch facilities. 5.12 Access Rights.Upon reasonable notice and supervision by a Party,and subject to any required or necessary regulatory approvals,a Party ("Granting Party")shall furnish at no cost to the other Party ("Access Party")any rights of use,licenses, rights of way and easements with respect to lands owned or controlled by the Granting Party,its agents (if allowed under the applicable agency agreement),or any Affiliate,that are necessary to enable the Access Party to obtain ingress and egress to constroct,operate,maintain,repair,test (or witness testing),inspect, replace or remove facilities and equipment to:(i)interconnect the Large Generating Facility with the Transmission System;(ii)operate and maintain the Large Generating Facility,the Interconnection Facilities and the Transmission Page 28 of75 Staff_PR_069 Attachment A Page 29 of 110 System;and (iii)disconnect or remove the Access Party's facilities and equipment upon termination of this Agreement.In exercising such licenses,rights of way and easements,the Access Party shall not unreasonably disrupt or interfere with normal operation of the Granting Party's business and shall adhere to the safety rules and procedures established in advance,as may be changed from time to time,by the Granting Party and provided to the Access Party. 5.13 Lands of Other Property Owners.If any part of Transmission Provider or Transmission Owner's Interconnection Facilities and/or Network Upgrades is to be installed on property owned by persons other than Interconnection Customer or Transmission Provider or Transmission Owner,Transmission Provider or Transmission Owner shall at Interconnection Customer's expense use efforts, similar in nature and extent to those that it typically undertakes on its own behalf or on behalf ofits Affiliates,including use of its eminent domain authority,and to the extent consistent with state law,to procure from such persons any rights of use,licenses,rights ofway and easements that are necessary to construct,operate, maintain,test,inspect,replace or remove Transmission Provider or Transmission Owner's Interconnection Facilities and/or Network Upgrades upon such property. 5.14 Permits.Transmission Provider or Transmission Owner and Interconnection Customer shall cooperate with each other in good faith in obtaining all permits, licenses and authorizations that are necessary to accomplish the interconnection in compliance with Applicable Laws and Regulations.With respect to this paragraph,Transmission ,Provider or Transmission Owner shall provide permitting assistance to Interconnection Customer comparable to that provided to Transmission Provider's own,or an Affiliate's generation. 5.15 Early Construction of Base Case Facilities.Interconnection Customer may request Transmission Provider to construct,and Transmission Provider shall construct,using Reasonable Efforts to accommodate Interconnection Customer's In-Service Date,all or any portion of any Network Upgrades required for Interconnection Customer to be interconnected to the Transmission System which are included in the Base Case of the Facilities Study for Interconnection Customer,and which also are required to be constructed for another Interconnection Customer,but where such construction is not scheduled to be completed in time to achieve Interconnection Customer's In-Service Date. 5.16 Suspension.Interconnection Customer reserves the right,upon written notice to Transmission Provider,to suspend at any time all work by Transmission Provider associated with the construction and installation of Transmission Provider's Interconnection Facilities and/or Network Upgrades required under this Agreement with the condition that Transmission System shall be left in a safe and reliable condition in accordance with Good Utility Practice and Transmission Provider's safety and reliability criteria.In such event,Interconnection Customer shall be responsible for all reasonable and necessary costs which Transmission Provider (i)has incurred pursuant to this Agreement prior to the suspension 'and Page 29 of75 Staff_PR_069 Attachment A Page 30 of 110 (ii)incurs in suspending such work,including any costs incurred to perfonn such work as may be necessary to ensure the safety of persons and property and the integrity of the Transmission System during such suspension and,if applicable, any costs incurred in connection with the cancellation or suspension of material, equipment and labor contracts which Transmission Provider cannot reasonably avoid;provided,however,that prior to canceling or suspending any such material, equipment or labor contract,Transmission Provider shall obtain Interconnection Customer's authorization to do so. Transmission Provider shall invoice Interconnection Customer for such costs pursuant to Article 12 and shall use due diligence to minimize its costs.In the event Interconnection Customer suspends'work by Transmission Provider required under this Agreement pursuant to this Article 5.16,and has not requested Transmission Provider to recommence the work required under this Agreement on or before the expiration of three (3) years following commencement of such suspension,this Agreement shall be deemed tenninated.The three-year period shall begin on the date the suspension is requested,or the date of the written notice to Transmission Provider,ifno effective date is specified. 5.17 Taxes. 5.17.1 5.17.2 Interconnection Customer Payments Not Taxable.The Parties intend that all payments or property transfers made by Interconnection Customer to Transmission Provider for the installation of Transmission Providcr's Interconnection Facilities and the Network Upgrades shall be non-taxable,either as contributions to capital,or as an advance,in accordance with the Internal Revenue Code and any applicable state income tax laws and shall not be taxable as contributions in aid of construction or otherwise under the Internal Revenue Code and any applicable state income tax laws. Representations and Covenants.In accordance with IRS Notice 2001-82 and IRS Notice 88-129,Interconnection Customer represents and covenants that (i)ownership of the electricity generated at the Large Generating Facility will pass to another party prior to the transmission of the electricity on the Transmission System,(ii)for income tax purposes,the amount of any payments and the cost of any property transferred to Transmission Provider for Transmission Provider's Interconnection Facilities will be capitalized by Interconnection Customer as an intangible asset and recovered using the straight-line method over a useful life of twenty (20)years,and (iii)any portion of Transmission Provider's Interconnection Facilities that is a "dual-use intertie,"within the meaning ofIRS Notice 88-129, is reasonably expected to carry only a de minimis amount ofelectricity in the direction of the Large Generating Facility.For this purpose,"de minimis amount"means no more than 5 percent of the total power Page 30 of75 Staff_PR_069 Attachment A Page 31 of 110 5.17.3 flows in both directions,calculated in accordance with the "5 percent test"set forth in IRS Notice 88-129.This is not intended to be an exclusive list ofthe relevant conditions that must be met to confonn to IRS requirements for non-taxable treatment. At Transmission Provider's request,Interconnection Customer shall provide Transmission Provider with a report from an independent engineer confinning its representation in clause (iii),above. Transmission Provider represents and covenants that the cost of Transmission Provider's Interconnection Facilities paid for by Interconnection Customer will have no net effect on the base upon which rates are detennined. Indemnification for the Cost Consequences of Current Tax Liability Imposed Upon the Transmission Provider. Notwithstanding Article 5.17.1,Interconnection Customer shall protect,indemnify and hold harmless Transmission Provider from the cost consequences of any current tax liability imposed against Transmission Provider as the result of payments or property transfers made by Interconnection Customer to Transmission Provider under this Agreement for Interconnection Facilities,as wcll as any interest and penalties,other than interest and penalties attributable to any delay caused by Transmission Provider. Transmission Provider shall not include a gross-up for the cost consequences of any current tax liability in the amounts it charges Interconnection Customer under this Agreement unless (i) Transmission Provider has detennined,in good faith,that the payments or property transfers made by Interconnection Customer to Transmission Provider should be reported as income subject to taxation or (ii)any Governmental Authority directs Transmission Provider to report payments or property as income subject to taxation; provided,however,that Transmission Provider may require Interconnection Customer to provide security for Interconnection Facilities,in a fonn reasonably acceptable to Transmission Provider (such as a parental guarantee or a letter of credit),in an amount equal to the cost consequences of any current tax liability under this Article 5.17.Interconnection Customer shall reimburse Transmission Provider for such costs on a fully grossed-up basis,in accordance with Article 5.17.4,within thirty (30)Calendar Days of receiving written notification from Transmission Provider of the amount due,including detail about how the amount was calculated. The indemnification obligation shall tenninate at the earlier of (I)the expiration of the ten year testing period and the applicable statute of limitation,as it may be extended by Transmission Provider upon Page 31 of75 Staff_PR_069 Attachment A Page 32 of 110 5.17.4 5.17.5 request ofthe IRS,to keep these years open for audit or adjustment,or (2)the occurrence of a subsequent taxable event and the payment of any related indemnification obligations as contemplated by this Article 5.17. Tax Gross-Up Amount.Interconnection Customer's liability for the cost consequences of any current tax liability under this Article 5.17 shall be calculated on a fully grossed-up basis.Except as may otherwise be agreed to by the parties,this means that Interconnection Customer will pay Transmission Provider,in addition to the amount paid for the Interconnection Facilities and Network Upgrades,an amount equal to (1)the current taxes imposed on Transmission Provider ("Current Taxes")on the excess of (a)the gross income realized by Transmission Provider as a result of payments or property transfers made by Interconnection Customer to Transmission Provider under this Agreement (without regard to any payments under this Article 5.17)(the "Gross Income Amount")over (b)the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the "Present Value Depreciation Amount"),plus (2)an additional amount sufficient to permit Transmission Provider to receive and retain,after the payment of all Current Taxes,an amount equal to the net amount described in clause (I). For this purpose,(i)Current Taxes shall be computed based on Transmission Provider's composite federal and state tax rates at the time the payments or property transfers are received and Transmission Provider will be treated as being subject to tax at the highest marginal rates in effect at that time (the "Current Tax Rate"),and (ii)the Present Value Depreciation Amount shall be computed by discounting Transmission Provider's anticipated tax depreciation deductions as a result of such payments or property transfers by Transmission Provider's current weighted average cost of capital.Thus,the formula for calculating Interconnection Customer's liability to Transmission Owner pursuant to this Article 5.17.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount -Present Value of Tax Depreciation»/(I-Current Tax Rate).Interconnection Customer's estimated tax liability in the event taxes are imposed shall be stated in Appendix A,Interconnection Facilities,Network Upgrades and Distribution Upgrades. Private Letter Ruling or Change or Clarification of Law.At Interconnection Customer's request and expense,Transmission Provider shall file with the IRS a request for a private letter ruling as to whether any property transferred or sums paid,or to be paid,by Interconnection Customer to Transmission Provider under this Page 32 of75 Staff_PR_069 Attachment A Page 33 of 110 5.17.6 5.17.7 Agreement are subject to federal income taxation.Interconnection Customer will prepare the initial draft of the request for a private letter ruling,and will certifY under penalties of perjury that all facts represented in such request are true and accurate to the best of Interconnection Customer's knowledge.Transmission Provider and Interconnection Customer shall cooperate in good faith with respect to the submission of such request.Transmission Provider shall keep Interconnection Customer fully informed of the status of such request for a private letter ruling and shall execute either a privacy act waiver or a limited power of attorney,in a form acceptable to the IRS,that authorizes Interconnection Customer to participate in all discussions with the IRS regarding such request for a private letter ruling. Transmission Provider shall allow Interconnection Customer to attend all meetings with IRS officials about the request and shall permit Interconnection Customer to prepare the initial drafts of any follow-up letters in connection with the request. Subsequent Taxable Events.If,within 10 years from the date on which the relevant Transmission Provider's Interconnection Facilities are placed in service,(i)Interconnection Customer Breaches the covenants contained in Article 5.17.2,(ii)a "disqualification event" occurs within the meaning of IRS Notice 88-129,or (iii)this Agreement terminates and Transmission Provider retains ownership of the Interconnection Facilities and Network Upgrades,Interconnection Customer shall pay a tax gross-up for the cost consequences of any current tax liability imposed on Transmission Provider,calculated using the methodology described in Article 5.17.4 and in accordance with IRS Notice 90-60. Contests.In the event any Governmental Authority determines that Transmission Provider's receipt of payments or property constitutes income that is subject to taxation,Transmission Provider shall notify Interconnection Customer,in writing,within thirty (30)Calendar Days of receiving notification of such determination by a Governmental Authority.Upon the timely written request by Interconnection Customer and at Interconnection Customer's sole expense, Transmission Provider may appeal,protest,seek abatement of,or otherwise oppose such determination.Upon Interconnection Customer's written request and sole expense,Transmission Provider may file a claim for refund with respect to any taxes paid under this Article 5.17,whether or not it has received such a determination. Transmission Provider reserves the right to make all decisions with regard to the prosecution of such appeal,protest,abatement or other contest,including the selection of counsel and compromise or settlement of the claim,but Transmission Provider shall keep Interconnection Customer informed,shall consider in good faith Page 33 of75 Staff_PR_069 Attachment A Page 34 of 110 5.17.8 suggestions from Interconnection Customer about the conduct of the contest,and shall reasonably permit Interconnection Customer or an Interconnection Customer representative to attend contest proceedings. Interconnection Customer shall pay to Transmission Provider on a periodic basis,as invoiced by Transmission Provider,Transmission Provider's documented reasonable costs of prosecuting such appeal, protest,abatement or other contest.At any time.during the contest, Transmission Provider may agree to a settlement either with Interconnection Customer's consent or after obtaining written advice from nationally-recognized tax counsel,selected by Transmission Provider,but reasonably acceptable to Interconnection Customer,that the proposed settlement represents a reasonable settlement given the hazards of litigation.Interconnection Customer's obligation shall be based on the amount of the settlement agreed to by Interconnection Customer,or if a higher amount,so much of the settlement that is supported by the written advice from nationally-recognized tax counsel selected under the terms of the preceding sentence.The settlement amount shall be calculated on a fully grossed-up basis to cover any related cost consequences of the current tax liability.Any settlement without Interconnection Customer's consent or such written advice will relieve Interconnection Customer from any obligation to indemnifY Transmission Provider for the tax at issue in the contest. Refund.In the event that (a)a private letter ruling is issued to Transmission Provider which holds that any amount paid or the value of any property transferred by Interconnection Customer to Transmission Provider under the terms of this Agreement is not subject to federal income taxation,(b)any legislative change or administrative announcement,notice,ruling or other determination makes it reasonably clear to Transmission Provider in good faith that any amount paid or the value of any property transferred by Interconnection Customer to Transmission Provider under the terms of this Agreement is not taxable to Transmission Provider,(c)any abatement,appeal,protest,or other contest results in a determination that any payments or transfers made by Interconnection Customer to Transmission Provider are not subject to federal income tax,or (d)if Transmission Provider receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Interconnection Customer to Transmission Provider pursuant to this Agreement,Transmission Provider shall promptly refund to Interconnection Customer the following: (i)any payment made by Interconnection Customer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxable,together with interest thereon, Page 34 o£15 Staff_PR_069 Attachment A Page 35 of 110 5.17.9 (ii)interest on any amounts paid by Interconnection Customer to Transmission Provider for such taxes which Transmission Provider did not submit to the taxing authority,calculated in accordance with the methodology set forth in FERC's regulations at 18 C.F.R §35.19a(a)(2)(iii)from the date payment was made by Interconnection Customer to the date Transmission Provider refunds such payment to Interconnection Customer,and (iii)with respect to any such taxes paid by Transmission Provider, any refund or credit Transmission Provider receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i),above)owed to Transmission Provider for such overpayment of taxes (including any reduction in interest otherwise payable by Transmission Provider to any Governmental Authority resulting from an offset or credit); provided,however,that Transmission Provider will remit such amount promptly to Interconnection Customer only after and to the extent that Transmission Provider has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to Transmission Provider's Interconnection Facilities. The intent of this provision is to leave the Parties,to the extent practicable,in the event that no taxes are due with respect to any payment for Interconnection Facilities and Network Upgrades hereunder,in the same position they would have been in had no such tax payments been made. Taxes Other Than Income Taxes.Upon the timely request by Interconnection Customer,and at Interconnection Customer's sole expense,Transmission Provider may appeal,protest,seek abatement of,or otherwise contest any tax (other than federal or state income tax) asserted or assessed against Transmission Provider for which Interconnection Customer may be required to reimburse Transmission Provider under the terms of this Agreement.Interconnection Customer shall pay to Transmission Provider on a periodic basis,as invoiced by Transmission Provider,Transmission Provider's documented reasonable costs of prosecuting such appeal,protest, abatement,or other contest.Interconnection Customer and Transmission Provider shall cooperate in good faith with respect to any such contest.Unless the payment of such taxes is a prerequisite to an appeal or abatement or cannot be deferred,no amount shall be payable by Interconnection Customer to Transmission Provider for such taxes until they are assessed by a fmal,non-appealable order by Page 35 o£15 Staff_PR_069 Attachment A Page 36 of 110 any court or agency of competent jurisdiction.In the event that a tax payment is withheld and ultimately due and payable after appeal, Interconnection Customer will be responsible for all taxes,interest and penalties,other than penalties attributable to any delay caused by Transmission Provider. 5.17.10 Transmission Owners Who Are Not Transmission Providers.If Transmission Provider is not the same entity as the Transmission Owner,then (i)all references in this Article 5.17 to Transmission Provider shall be deemed also to refer to and to include the Transmission Owner,as appropriate,and (ii)this Agreement shall not become effective until such Transmission Owner shall have agreed in writing to assume all of the duties and obligations of Transmission Provider under this Article 5.17 of this Agreement. 5.18 Tax Status.Each Party shall cooperate with the other to maintain the other Party's tax status.Nothing in this Agreement is intended to adversely affect any Transmission Provider's tax exempt status with respect to the issuance of bonds including,but not limited to,Local Furnishing Bonds. 5.19 Modification. 5.19.1 General.Either Party may undertake modifications to its facilities.If a Party plans to undertake a modification that reasonably may be expected to affect the other Party's facilities,that Party shall provide to the other Party sufficient information regarding such modification so that the other Party may evaluate the potential impact of such modification prior to commencement of the work.Such information shall be deemed to be confidential hereunder and shall include information concerning the timing of such modifications and whether such modifications are expected to interrupt the flow of electricity from the Large Generating Facility.The Party desiring to perform such work shall provide the relevant drawings,plans,and specifications to the other Party at least ninety (90)Calendar Days in advance of the commencement of the work or such shorter period upon which the Parties may agree,which agreement shall not unreasonably be withheld,conditioned or delayed. In the case of Large Generating Facility modifications that do not require Interconnection Customer to submit an Interconnection Request,Transmission Provider shall provide,within thirty (30) Calendar Days (or such other time as the Parties may agree),an estimate of any additional modifications to the Transmission System, Transmission Provider's Interconnection Facilities or Network Upgrades necessitated by such Interconnection Customer modification and a good faith estimate ofthe costs thereof. Page 36 of75 Staff_PR_069 Attachment A Page 37 of 110 5.19.2 5.19.3 Standards.Any additions,modifications,or replacements made to a Party's facilities shall be designed,constructed and operated in accordance with this Agreement and Good Utility Practice. Modification Costs.Interconnection Customer shall not be directly assigned for the costs of any additions,modifications,or replacements that Transmission Provider makes to Transmission Provider's Interconnection Facilities or the Transmission System to facilitate the interconnection of a third party to Transmission Provider's Interconnection Facilities or the Transmission System,or to provide transmission service to a third party under Transmission Provider's Tariff.Interconnection Customer shall be responsible for the costs of any additions,modifications,or replacements to Interconnection Customer's Interconnection Facilities that may be necessary to maintain or upgrade such Interconnection Customer's Interconnection Facilities consistent with Applicable Laws and Regulations, Applicable Reliability Standards or Good Utility Practice. Article 6. 6.1 6.2 6.3 Testing and Inspection Pre-Commercial Operation Date Testing and Modifications.Prior to the Commercial Operation Date,Transmission Provider shall test Transmission Provider's Interconnection Facilities and Network Upgrades and Interconnection Customer shall test the Large Generating Facility and Interconnection Customer's Interconnection Facilities to ensure their safe and reliable operation.Similar testing may be required after initial operation.Each Party shall make any modifications to its facilities that are found to be necessary as a result of such testing.Interconnection Customer shall bear the cost of all such testing and modifications.Interconnection Customer shall generate test energy at the Large Generating Facility only if it has arranged for the delivery ofsuch test energy. Post-Commercial Operation Date Testing and Modifications.Each Party shall at its own expense perform routine inspection and testing of its facilities and equipment in accordance with Good Utility Practice as may be necessary to ensure the continued interconnection of the Large Generating Facility with the Transmission System in a safe and reliable manner.Each Party shall have the right,upon advance written notice,to require reasonable additional testing of the other Party's facilities,at the requesting Party's expense,as may be in accordance with Good Utility Practice. Right to Observe Testing.Each Party shall notify the other Party in advance of its performance of tests of its Interconnection Facilities.The other Party has the right,at its own expense,to observe such testing. Page 37 of75 Staff_PR_069 Attachment A Page 38 of 110 6.4 Right to Inspect.Each Party shall have the right,but shall have no obligation to: (i)observe the other Party's tests andlor inspection of any of its System Protection Facilities and other protective equipment,including Power System Stabilizers; (ii)review the settings of the other Party's System Protection Facilities and other protective equipment;and (iii)review the other Party's maintenance records relative to the Interconnection Facilities,the System Protection Facilities and other protective equipment.A Party may exercise these rights from time to time as it deems necessary upon reasonable riotice to the other Party.The exercise or non-exercise by a Party of any such rights shall not be construed as an endorsement or confirmation of any element or condition of the Interconnection Facilities or the System Protection Facilities or other protective equipment or the operation thereof,or as a warranty as to the fitness,safety,desirability,or reliability of same.Any information that a Party obtains through the exercise of any of its rights under this Article 6.4 shall be deemed to be Confidential Information and treated pursuant to Article 22 ofthis Agreement. Article 7.Metering 7.1 General.Each Party shall comply with the Applicable Reliability Council requirements.Unless otherwise agreed by the Parties,Transmission Provider shall install Metering Equipment at the Point of Interconnection prior to any operation of the Large Generating Facility and shall own,operate,test and maintain such Metering Equipment.Power flows to and from the Large Generating Facility shall be measured at or,at Transmission Provider's option, compensated to,the Point of Interconnection.Transmission Provider shall provide metering quantities,in analog andlor digital form,to Interconnection Customer upon request.Interconnection Customer shall bear all reasonable documented costs associated with the purchase,installation,operation,testing and maintenance ofthe Metering Equipment. 7.2 Check Meters.Interconnection Customer,at its option and expense,may install and operate,on its premises and on its side ofthe Point of Interconnection,one or more check meters to check Transmission Provider's meters.Such check meters shall be for check purposes only and shall not be used for the measurement of power flows for purposes of this Agreement,except as provided in Article 7.4 below.The check meters shall be subject at all reasonable times to inspection and examination by Transmission Provider or its designee.The installation,operation and maintenance thereof shall be performed entirely by Interconnection Customer in accordance with Good Utility Practice. 7.3 Standards.Transmission Provider shall install,calibrate,and test revenue quality Metering Equipment in accordance with applicable ANSI standards. 7.4 Testing of Metering Equipment.Transmission Provider shall inspect and test all Transmission Provider-owned Metering Equipment upon installation and at least once .every two (2)years thereafter.If requested to do so by Interconnection Page 38 of75 Staff_PR_069 Attachment A Page 39 of 110 Customer,Transmission Provider shall,at Interconnection Customer's expense, inspect or test Metering Equipment more frequently than every two (2)years. Transmission Provider shall give reasonable notice of the time when any inspection or test shall take place,and Interconnection Customer may have representatives present at the test or inspection.If at any time Metering Equipment is found to be inaccurate or defective,it shall be adjusted,repaired or replaced at Interconnection Customer's expense,in order to provide accurate metering,unless the inaccuracy or defect is due to Transmission Provider's failure to maintain,then Transmission Provider shall pay.If Metering Equipment fails to register,or if the measurement made by Metering Equipment during a test varies by more than two percent from the measurement made by the standard meter used in the test,Transmission Provider shall adjust the measurements by correcting all measurements for the period during which Metering Equipment was in error by using Interconnection Customer's check meters,if installed.If no such check meters are installcd or if the period cannot be reasonably ascertained,the adjustment shall be for the period immediately preceding the test of the Metering Equipment equal to one-half the time from the date of the last previous test of the Metering Equipment. 7.5 Metering Data.At Interconnection Customer's expense,the metered data shall be telemetered to one or more locations designated by Transmission Provider and one or more locations designated by Interconnection Customer.Such telemetered data shall be used,under normal operating conditions,as the official measurement ofthe amount of energy delivered from the Large Generating Facility to the Point ofInterconnection. Article 8.Communications 8.1 Interconnection Customer Obligations.Interconnection Customer shall maintain satisfactory operating communications with Transmission Provider's Transmission System dispatcher or representative designated by Transmission Provider.Interconnection Customer shall provide standard voice line,dedicated voice line and facsimile communications at its Large Generating Facility control room or central dispatch facility through use of either the public telephone system,or a voice communications system that does not rely on the public telephone system.Interconnection Customer shall also provide the dedicated data circuit(s)necessary to provide Interconnection Customer data to Transmission Provider as set forth in Appendix D,Security Arrangements Details.The data circuit(s)shall extend from the Large Generating Facility to the location(s) specified by Transmission Provider.Any required maintenance of such communications equipment shall be performed by Interconnection Customer. Operational communications shall be activated and maintained under,but not be limited to,the following events:system paralleling or separation,scheduled and unscheduled shutdowns,equipment clearances,and hourly and daily load data. Page 39 of75 Staff_PR_069 Attachment A Page 40 of 110 8.2 Remote Terminal Unit.Prior to the Initial Synchronization Date of the Large Generating Facility,a Remote Terminal Unit,or equivalent data collection and transfer equipment acceptable to the Parties,shall be installed by Interconnection Customer,or by Transmission Provider at Interconnection Customer's expense,to gather accumulated and instantaneous data to be telemetered to the location(s) designated by Transmission Provider through use of a dedicated point-to-point data circuit(s)as indicated in Article 8.1.The communication protocol for the data circuit(s)shall be specified by Transmission Provider.Instantaneous bi­ directional analog real power and reactive power flow information must be telemetered directly to the location(s)specified by Transmission Provider. Each Party will promptly advise the other Party if it detects or otherwise learns of any metering,telemetry or communications equipment errors or malfunctions that require the attention and/or correction by the other Party.The Party owning such equipment shall correct such error or malfunction as soon as reasonably feasible. 8.3 No Annexation.Any and all equipment placed on the premises of a Party shaH be and remain the property of the Party providing such equipment regardless of the mode and manner of annexation or attachment to real property,unless otherwise mutually agreed by the Parties. Article 9.Operations 9.1 General.Each Party shall comply with the Applicable Reliability Council requirements.Each Party shall provide to the other Party all information that may reasonably be required by the other Party to comply with Applicable Laws and Regulations and Applicable Reliability Standards. 9.2 Control Area Notification.At least three months before Initial Synchronization Date,Interconnection Customer shall notify Transmission Provider in writing of the Control Area in which the Large Generating Facility will be located.If Interconnection Customer elects to locate the Large Generating Facility in a Control Area other than the Control Area in which the Large Generating Facility is physically located,and if permitted to do so by the relevant transmission tariffs, all necessary arrangements,including but not limited to those set forth in Article 7 and Article 8 of this Agreement,and remote Control Area generator interchange agreements,if applicable,and the appropriate measures under such agreements, shall be executed and implemented prior to the placement ofthe Large Generating Facility in the other Control Area. 9.3 Transmission Provider Obligations.Transmission Provider shall cause the Transmission System and Transmission Provider's Interconnection Facilities to be operated,maintained and controlled in a safe and reliable manner and in accordance with this Agreement.Transmission Provider may provide operating instructions to Interconnection Customer consistent with this Agreement and Transmission Provider's operating protocols and procedures as they may change Page 40 of75 Staff_PR_069 Attachment A Page 41 of 110 from time to time.Transmission Provider will consider changes to its operating protocols and procedures proposed by Interconnection Customer. 9.4 Interconnection Customer Obligations.Interconnection Customer shall at its own expense operate,maintain and control the Large Generating Facility and Interconnection Customer's Interconnection Facilities in a safe and reliable manner and in accordance with this Agreement.Interconnection Customer shall operate the Large Generating Facility and Interconnection Customer's Interconnection Facilities in accordance with all applicable requirements of the Control Area ofwhich it is part,as such requirements are set forth in Appendix C, Interconnection Details,ofthis Agreement.Appendix C,Interconnection Details, will be modified to reflect changes to the requirements as they may change from time to time.Either Party may request that the other Party provide copies of the requirements set forth in Appendix C,Interconnection Details,ofthis Agreement. 9.5 Start-Up and Synchronization.Consistent with the Parties'mutually acceptable procedures,Interconnection Customer is responsible for the proper synchronization of the Large Generating Facility to Transmission Provider's Transmission System. 9.6 Reactive Power. 9.6.1 Power Factor Design Criteria.Interconnection Customer shall design the Large Generating Facility to maintain a composite power delivery at continuous rated power output at the Point of Interconnection at a power factor within the range of 0.95 leading to 0.95 lagging,unless Transmission Provider has established different requirements that apply to all generators in the Control Area on a comparable basis.The requirements ofthis paragraph shall not apply to wind generators. 9.6.2 Voltage Schedules.Once Interconnection Customer has synchronized the Large Generating Facility with the Transmission System,Transmission Provider shall require Interconnection Customer to operate the Large Generating Facility to produce or absorb reactive power within the design limitations of the Large Generating Facility set forth in Article 9.6.1 (Power Factor Design Criteria).Transmission Provider's voltage schedules shall treat all sources of reactive power in the Control Area in an equitable and not unduly discriminatory manner.Transmission Provider shall exercise Reasonable Efforts to provide Interconnection Customer with such schedules at least one (l)day in advance,and may make changes to such schedules as necessary to maintain the reliability of the Transmission System.Interconnection Customer shall operate the Large Generating Facility to maintain the specified output voltage or power factor at the Point of Interconnection within the design limitations of the Large Generating Facility set forth in Article 9.6.1 (Power Factor Design Criteria).If Interconnection Customer is unable to maintain the Page 41 of75 Staff_PR_069 Attachment A Page 42 of 110 specified voltage or power factor,it shall promptly notify the System Operator. 9.6.2.1 Governors and Regulators.Whenever the Large Generating Facility is operated in parallel with the Transmission System and the speed governors (if installed on the generating unit pursuant to Good Utility Practice)and voltage regulators are capable of operation,Interconnection Customer shall operate the Large Generating Facility with its speed governors and voltage regulators in automatic operation.If the Large Generating Facility's speed governors and voltage regulators are not capable of such automatic operation,Interconnection Customer shall immediately notifY Transmission Provider's system operator,or its designated representative,and ensure that such Large Generating Facility's reactive power production or absorption (measured in MVARs)are within the design capability of the Large Generating Facility's generating unites) and steady state stability limits.Interconnection Customer shall not cause its Large Generating Facility to disconnect automatically or instantaneously from the Transmission System or trip any generating unit comprising the Large Generating Facility for an under or over frequency condition unless the abnonnaI frequency condition persists for a time period beyond the limits set forth in ANSI/IEEE Standard C37.1 06,or such other standard as applied to other generators in the Control Area on a comparable basis. 9.6.3 Payment for Reactive Power.Transmission Provider is required to pay Interconnection Customer for reactive power that Interconnection Customer provides or absorbs from the Large Generating Facility when Transmission Provider requests Interconnection Customer to operate its Large Generating Facility outside the range specified in Article 9.6.1, provided that if Transmission Provider pays its own or Affiliated generators for reactive power service within the specified range,it must also pay Interconnection Customer.Payments shall be pursuant to Article 11.6 or such other agreement to which the Parties have otherwise agreed. 9.7 Outages and Interruptions. 9.7.1 Outages. 9.7.1.1 Outage Anthority and Coordination.Each Party may in accordance with Good Utility Practice in coordination with the other Party remove from service any of its respective Interconnection Facilities or Network Upgrades that may impact the other Party's facilities as necessary to perfonn Page 42 of75 Staff_PR_069 Attachment A Page 43 of 110 maintenance or testing or to install or replace equipment. Absent an Emergency Condition,the Party scheduling a removal of such facility(ies)from service will use Reasonable Efforts to schedule such removal on a date and time mutually acceptable to the Parties.In all circumstances,any Party planning to remove such facility(ies)from service shall use Reasonable Efforts to minimize the effect on the other Party of such removal. 9.7.1.2 Ontage Schedules.Transmission Provider shall post scheduled outages of its transmission facilities on the OASIS. Interconnection Customer shall submit its planned maintenance schedules for the Large Generating Facility to Transmission Provider for a minimum ofa rolling twenty-four month period. Interconnection Customer shall update its planned maintenance schedules as necessary.Transmission Provider may request Interconnection Customer to reschedule its maintenance as necessary to maintain the reliability of the Transmission System;provided,however,adequacy of generation supply shall not be a criterion in detennining Transmission System reliability.Transmission Provider shall compensate Interconnection Customer for any additional direct costs that Interconnection Customer incurs as a result of having to reschedule maintenance,including any additional overtime, breaking of maintenance contracts or other costs above and beyond the cost Interconnection Customer would have incurred absent Transmission Provider's request to reschedule maintenance.Interconnection Customer will not be eligible to receive compensation,if during the twelve (12)months prior to the date of the scheduled maintenance,Interconnection Customer had modified its schedule ofmaintenance activities. 9.7.1.3 Outage Restoration.If an outage on a Party's Interconnection Facilities or Network Upgrades adversely affects the other Party's operations or facilities,the Party that owns or controls the facility that is out ofservice shall use Reasonable Efforts to promptly restore such facility(ies)to a nonnal operating condition consistent with the nature of the outage.The Party that owns or controls the facility that is out of service shall provide the other Party,to the extent such information is koown,infonnation on the nature of the Emergency Condition, an estimated time of restoration,and any corrective actions required.Initial verbal notice shall be followed up as soon as practicable with written notice explaining the nature of the outage. Page 43 of75 Staff_PR_069 Attachment A Page 44 of 110 9.7.2 Interruption of Service.If required by Good Utility Practice to do so, Transmission Provider may require Interconnection Customer to interrupt or reduce deliveries of electricity if such delivery of electricity could adversely affect Transmission Provider's ability to perform such activities as are necessary to safely and reliably operate and maintain the Transmission System.The following provisions shall apply to any interruption or reduction permitted under this Article 9.7.2: 9.7.2.1 9.7.2.2 9.7.2.3 9.7.2.4 9.7.2.5 The interruption or reduction shall continue only for so long as reasonably necessary under Good Utility Practice; Any such interruption or reduction shall be made on an equitable,non-discriminatory basis with respect to all generating facilities directly cOimected to the Transmission System; When the interruption or reduction must be made under circumstances which do not allow for advance notice, Transmission Provider shall notify Interconnection Customer by telephone as soon as practicable of the reasons for the Curtailment,interruption,or reduction,and,if known,its expected duration.Telephone notification shall be followed by written notification as soon as practicable; Except during the existence of an Emergency Condition,when the interruption or reduction can be scheduled without advance notice,Transmission Provider shall notify Interconnection Customer in advance regarding the timing of such scheduling and further notify Interconnection Customer of the expected duration.Transmission Provider shall coordinate with Interconnection Customer using Good Utility Practice to schedule the interruption or reduction during periods of least impact to Interconnection Customer and Transmission Provider; The Parties shall cooperate and coordinate with each other to the extent necessary in order to restore the Large Generating Facility,Interconnection Facilities,and the Transmission System to their normal operating state,consistent with system conditions and Good Utility Practice. 9.7.3 Under-Frequency and Over Frequency Conditions.The Transmission System is designed to automatically activate a load-shed program as required by the Applicable Reliability Council in the event of an under­ frequency system disturbance.Interconnection Customer shall implement under-frequency and over-frequency relay set points for the Large Page 44 of75 Staff_PR_069 Attachment A Page 45 of 110 Generating Facility as required by the Applicable Reliability Council to ensure "ride through"capability of the Transmission System.Large Generating Facility response to frequency deviations of pre·determined magnitudes,both under·frequency and over·frequency deviations,shall be studied and coordinated with Transmission Provider in accordance with Good Utility Practice.The term "ride through"as used herein shall mean the ability of a Generating Facility to stay connected to and synchronized with the Transmission System during system disturbances within a range of under·frequency and over·frequency conditions,in accordance with Good Utility Practice. 9.7.4 System Protection and'Other Control Requirements. 9.7.4.1 9.7.4.2 9.7.4.3 9.7.4.4 9.7.4.5 9.7.4.6 System Protection Facilities.Interconnection Customer shall, at its expense,install,operate and maintain System Protection Facilities as a part of the Large Generating Facility or Interconnection Customer's Interconnection Facilities. Transmission Provider shall install at Interconnection Customer's expense any System Protection Facilities that may be required on Transmission Provider's Interconnection Facilities or the Transmission System as a result of the interconnection of the Large Generating Facility and Interconnection Customer's Interconnection Facilities. Each Party's protection facilities shall be designed and coordinated with other systems in accordance with Good Utility Practice. Each Party shall be responsible for protection of its facilities consistent with Good Utility Practice. Each Party's protective relay design shall incorporate the necessary test switches to perform the tests required in Article 6.The required test switches will be placed such that they allow operation of lockout relays while preventing breaker failure schemes from operating and causing unnecessary breaker operations and/or the tripping of Interconnection Customer's units. Each Party will test,operate and maintain System Protection Facilities in accordance with Good Utility Practice. Prior to the In·Service Date,and again prior to the Commercial Operation Date,each Party or its agent shall perform a complete calibration test and functional trip test of the System Protection Facilities.At intervals suggested by Good Utility Page 45 of75 Staff_PR_069 Attachment A Page 46 of 110 Practice and following any apparent malfunction ofthe System Protection Facilities,each Party shall perform both calibration and functional trip tests of its System Protection Facilities. These tests do not require the tripping of any in-service generation unit.These tests do,however,require that all protective relays and lockout contacts be activated. 9.7.5 Requirements for Protection.In compliance with Good Utility Practice, Interconnection Customer shall provide,install,own,and maintain relays, circuit breakers and all other devices necessary to remove any fault contribution of the Large Generating Facility to any short circuit occurring on the Transmission System not otherwise isolated by Transmission Provider's equipment,such that the removal of the fault contribution shall be coordinated with the protective requirements of the Transmission System.Such protective equipment shall include,without limitation,a disconnecting device or switch with load-interrupting capability located between the Large Generating Facility and the Transmission System at a site selected upon mutual agreement (not to be unreasonably withheld, conditioned or delayed)of the Parties.Interconnection Customer shall be responsible for protection of the Large Generating Facility and Interconnection Customer's other equipment from such conditions as negative sequence currents,over-or under-frequency,sudden load rejection,over-or under-voltage,and generator loss-of-field. Interconnection Customer shall be solely responsible to disconnect the Large Generating Facility and Interconnection Customer's other equipment if conditions on the Transmission System could adversely affect the Large Generating Facility. 9.7.6 Power Quality.Neither Party's facilities shall cause excessive voltage flicker nor introduce excessive distortion to the sinusoidal voltage or current waves as defined by ANSI Standard C84.1-1989,in accordance with IEEE Standard 519,or any applicable superseding electric industry standard.In the event of a conflict between ANSI Standard C84.1-1989, or any applicable superseding electric industry standard,ANSI Standard C84.I-1989,or the applicable superseding electric industry standard,shall control. 9.8 Switching and Tagging Rules.Each Party shall provide the other Party a copy of its switching and tagging rules that are applicable to the other Party's activities. Such switching and tagging rules shall be developed on a non-discriminatory basis.The Parties shall comply with applicable switching and tagging rules,as amended from time to time,in obtaining clearances for work or for switching operations on equipment. 9.9 Use of Interconnection Facilities by Third Parties. Page 46 of75 Staff_PR_069 Attachment A Page 47 of 110 9.9.1 Purpose of Interconnection Facilities.Except as may be required by Applicable Laws and Regulations,or as otherwise agreed to among the Parties,the Interconnection Facilities shall be constructed for the sole purpose of interconnecting the Large Generating Facility to the Transmission System and shall be used for no other purpose. 9.9.2 Third Party Users.Ifrequired by Applicable Laws and Regulations or if the Parties mutually agree,such agreement not to be unreasonably withheld,to allow one or more third parties to use Transmission Provider's Interconnection Facilities,or any part thereof,Interconnection Customer will be entitled to compensation for the capital expenses it incurred in connection with the Interconnection Facilities based upon the pro rata use of the Interconnection Facilities by Transmission Provider,all third party users,and Interconnection Customer,in accordance with Applicable Laws and Regulations or upon some other mutually-agreed upon methodology. In addition,cost responsibility for ongoing costs,including operation and maintenance costs associated with the Interconnection Facilities,will be allocated between Interconnection Customer and any third party users based upon the pro rata use of the Interconnection Facilities by Transmission Provider,all third party users,and Interconnection Customer,in accordance with Applicable Laws and Regulations or upon some other mutually agreed upon methodology.If the issue of such compensation or allocation cannot be resolved through such negotiations, it shall be submitted to FERC for resolution. 9.10 Disturbance Analysis Data Exchange.The Parties will cooperate with one another in the analysis of disturbances to either the Large Generating Facility or Transmission Provider's Transmission System by gathering and providing access to any information relating to any disturbance,including information from oscillography,protective relay targets,breaker operations and sequence of events records,and any disturbance information required by Good Utility Practice. Article 10.Maintenance 10.1 Transmission Provider Obligations.Transmission Provider shall maintain the Transmission System and Transmission Provider's Interconnection Facilities in a safe and reliable manner and in accordance with this Agreement. 10.2 Interconnection Customer Obligations.Interconnection Customer shall maintain the Large Generating Facility and Interconnection Customer's Interconnection Facilities in a safe and reliable manner and in accordance with this Agreement. 10.3 Coordination.The Parties shall confer regularly to coordinate the planning, scheduling and performance of preventive and corrective maintenance on the Large Generating Facility and the Interconnection Facilities. Page 47 of75 Staff_PR_069 Attachment A Page 48 of 110 10.4 Secondary Systems.Each Party shall cooperate with the other in the inspection, maintenance,and testing of control or power circuits that operate below 600 volts, AC or DC,including,but not limited to,any hardware,control or protective devices,cables, conductors,electric raceways,secondary equipment panels, transducers,batteries,chargers,and voltage and current transformers that directly affect the operation of a Party's facilities and equipment which may reasonably be expected to impact the otherParty.Each Party shaIl provide advance notice to the other Party before undertaking any work on such circuits,especiaIly on electrical circuits involving circuit breaker trip and close contacts,current transformers,or potential transformers. 10.5 Operating and Maintenance Expenses.Subject to the provlSlons herein addressing the use of facilities by others,and except for operations and maintenance expenses associated with modifications made for providing interconnection or transmission service to a third party and such third party pays for such expenses,Interconnection Customer shaIl be responsible for all reasonable expenses including overheads,associated with:(1)owning,operating, maintaining,repairing,and replacing Interconnection Customer's Interconnection Facilities;and (2)operation,maintenance,repair and replacement of Transmission Provider's Interconnection Facilities. Article 11.Performance Obligation 11.1 Interconnection Customer Interconnection Facilities.Interconnection Customer shaIl design,procure,construct,install,own and/or control Interconnection Customer Interconnection Facilities described in Appendix A, Interconnection Facilities,Network Upgrades and Distribution Upgrades,at its sole expense. 11.2 Transmission Provider's Interconnection Facilities.Transmission Provider or Transmission Owner shaIl design,procure,construct,install,own and/or control the Transmission Provider's Interconnection Facilities described in Appendix A, Interconnection Facilities,Network Upgrades and Distribution Upgrades,at the sole expense ofthe Interconnection Customer. 11.3 Network Upgrades and Distribution Upgrades.Transmission Provider or Transmission Owner shall design,procure,construct,instaIl,and own the Network Upgrades and Distribution Upgrades described in Appendix A, Interconnection Facilities,Network Upgrades and Distribution Upgrades.The Interconnection Customer shall be responsible for all costs related to Distribution Upgrades.Unless Transmission Provider or Transmission Owner elects to fund the capital for the Network Upgrades,they shaIl be solely funded by Interconnection Customer. 11.4 Transmission Credits. Page 48 of75 Staff_PR_069 Attachment A Page 49 of 110 11.4.1 Repayment of Amounts Advanced for Network Upgrades. Interconnection Customer shall be entitled to a cash repayment,equal to the total amount paid to Transmission Provider and Affected System Operator,ifany,for the Network Upgrades,including any tax gross-up or other tax-related payments associated with Network Upgrades,and not refunded to Interconnection Customer pursuant to Article 5.17.8 or otherwise,to be paid to Interconnection Customer on a dollar-for­ dollar basis for the non-usage sensitive portion of transmission charges,as payments are made under Transmission Provider's Tariff and Affected System's Tariff for transmission services with respect to the Large Generating Facility.Any repayment shall include interest calculated in accordance with the methodology set forth in FERC=s regulations at 18 C.F.R.§35.l9a(a)(2)(iii)from the date of any payment for Network Upgrades through the date on which the Interconnection Customer receives a repayment of such payment pursuant to this subparagraph.Interconnection Customer may assign such repayment rights to any person. Notwithstanding the foregoing,Interconnection Customer, Transmission Provider,and Affected System Operator may adopt any alternative payment schedule that is mutually agreeable so long as Transmission Provider and Affected System Operator take one of the following actions no later than five years from the Commercial Operation Date:(I)return to Interconnection Customer any amounts advanced for Network Upgrades not previously repaid,or (2)declare in writing that Transmission Provider or Affected System Operator will continue to provide payments to Interconnection Customer on a dollar-for-dollar basis for the non-usage sensitive portion of transmission charges,or develop an alternative schedule that is mutually agreeable and provides for the return of all amounts advanced for Network Upgrades not previously repaid;however,full reimbursement shall not extend beyond twenty (20)years from the Commercial Operation Date. If the Large Generating Facility fails to achieve commercial operation, but it or another Generating Facility is later constructed and makes use ofthe Network Upgrades,Transmission Provider and Affected System Operator shall at that time reimburse Interconnection Customer for the amounts advanced for the Network Upgrades.Before any such reimbursement can occur,the Interconnection Customer,or the entity that ultimately constructs the Generating Facility,if different,is responsible for identifYing the entity to·which reimbursement must be made. Page 49 of75 Staff_PR_069 Attachment A Page 50 of 110 11.4.2 11.4.3 Special Provisions for Affected Systems.Unless Transmission Provider provides,under the LGIA,for the repayment of amounts advanced to Affected System Operator for Network Upgrades, Interconnection Customer and Affected System Operator shall enter into an agreement that provides for such repayment.The agreement shall specifY the tenns governing payments to be made by Interconnection Customer to the Affected System Operator as well as the repayment by the Affected System Operator. Notwithstanding any other provision of this Agreement,nothing herein shall be construed as relinquishing or foreclosing any rights,including but not limited to finn transmission rights,capacity rights, transmission congestion rights,or transmission credits,that Interconnection Customer,shall be entitled to,now or in the future under any other agreement or tariff as a result of,or otherwise associated with,the transmission capacity,if any,created by the Network Upgrades,including the right to obtain cash reimbursements or transmission credits for transmission service that is not associated with the Large Generating Facility. 11.5 Provision of Security.At least thirty (30)Calendar Days prior to the commencement of the procurement,installation,or construction of a discrete portion of a Transmission Provider's Interconnection Facilities,Network Upgrades,or Distribution Upgrades,Interconnection Customer shall provide Transmission Provider,at Interconnection Customer's option,a guarantee,a surety bond,letter of credit or other fonn of security that is reasonably acceptable to Transmission Provider and is consistent with the Unifonn Commercial Code of the jurisdiction identified in Article 14.2.1.Such security for payment shall be in an amount sufficient to cover the costs for constructing,procuring and installing the applicable portion of Transmission Provider's Interconnection Facilities, Network Upgrades,or Distribution Upgrades and shall be reduced on a dollar-for­ dollar basis for payments made to Transmission Provider for these purposes. In addition: 11.5.1 11.5.2 The guarantee must be made by an entity that meets the creditworthiness requirements of Transmission Provider,and contain tenns and conditions that guarantee payment of any amount that may be due from Interconnection Customer,up to an agreed-to maximum amount. The letter of credit must be issued by a financial institution reasonably acceptable to Transmission Provider and must specify a reasonable expiration date. Page 50 of75 Staff_PR_069 Attachment A Page 51 of 110 11.5.3 The surety bond must be issued by an insurer reasonably acceptable to Transmission Provider and must specifY a reasonable expiration date. 11.6 Interconnection Customer Compensation.If Transmission Provider requests or directs Interconnection Customer to provide a service pursuant to Articles 9.6.3 (Payment for Reactive Power),or 13.5.1 of this Agreement,Transmission Provider shall compensate Interconnection Customer in accordance with Interconnection Customer's applicable rate schedule then in effect unless the provision of such service(s)is subject to an RTO or ISO FERC-approved rate schedule.Interconnection Customer shall serve Transmission Provider or RTO or ISO with any filing of a proposed rate schedule at the time of such filing with FERC.To the extent that no rate schedule is in effect at the time the Interconnection Customer is required to provide or absorb any Reactive Power under this Agreement,Transmission Provider agrees to compensate Interconnection Customer in such amount as would have been due Interconnection Customer had the rate schedule been in effect at the time service commenced;provided,however,that such rate schedule must be filed at FERC or other appropriate Governmental Authority within sixty (60)Calendar Days of the commencement of service. 11.6.1 Article 12.Invoice Interconnection Customer Compensation for Actions During Emergency Condition.Transmission Provider or RTO or ISO shall compensate Interconnection Customer for its provision of real and reactive power and other Emergency Condition services that Interconnection Customer provides to support the Transmission System during an Emergency Condition in accordance with Article I I.6. 12.1 General.Each Party shall submit to the other Party,on a monthly basis,invoices of amounts due for the preceding month.Each invoice shall state the month to which the invoice applies and fully describe the services and equipment provided. The Parties may discharge mutual debts and payment obligations due and owing to each other on the same date through netting, in which case all amounts a Party owes to the other Party under this Agreement,including interest payments or credits,shall be netted so that only the net amount remaining due shall be paid by the owing Party. 12.2 Final Invoice.Within six months after completion of the construction of Transmission Provider's Interconnection Facilities and the Network Upgrades, Transmission Provider shall provide an invoice of the fmal cost of the construction of Transmission Provider's Interconnection Facilities and the Network Upgrades and shall set forth such costs in sufficient detail to enable Interconnection Customer to compare the actual costs with the estimates and to ascertain deviations,if any,from the cost estimates.Transmission Provider shall Page 51 of75 Staff_PR_069 Attachment A Page 52 of 110 refund to Interconnection Customer any amount by which the actual payment by Interconnection Customer for estimated costs exceeds the actual costs of construction within thirty (30)Calendar Days of the issuance of such final construction invoice. 12.3 Payment.Invoices shall be rendered to the paying Party at the address specified in Appendix F.The Party receiving the invoice shall pay the invoice within thirty (30)Calendar Days of receipt.All payments shall be made in immediately available funds payable to the other Party,or by wire transfer to a bank named and account designated by the invoicing Party.Payment of invoices by either Party will not constitute a waiver of any rights or claims either Party may have under this Agreement. 12.4 Disputes.In the event of a billing dispute between Transmission Provider and Interconnection Customer,Transmission Provider shall continue to provide Interconnection Service under this Agreement as long as Interconnection Customer:(i)continues to make all payments not in dispute;and (ii)pays to Transmission Provider or into an independent escrow account the portion of the invoice in dispute,pending resolution of such dispute.If Interconnection Customer fails to meet these two requirements for continuation of service,then Transmission Provider may provide notice to Interconnection Customer of a Default pursuant to Article 17.Within thirty (30)Calendar Days after the resolution of the dispute,the Party that owes money to the other Party shall pay the amount due with interest calculated in accord with the methodology set forth in FERC's regulations atl8 C.F.R §35.19a(a)(2)(iii). Article 13.Emergencies 13.1 Definition."Emergency Condition"shall mean a condition or situation:(i)that in the judgment of the Party making the claim is imminently likely to endanger life or property;or (ii)that,in the case ofTransmission Provider,is imminently likely (as determined in a non-discriminatory manner)to cause a material adverse effect on the security of,or damage to the Transmission System,Transmission Provider's Interconnection Facilities or the Transmission Systems of others to which the Transmission System is directly connected;or (iii)that,in the case of Interconnection Customer,is imminently likely (as determined in a non-discriminatory manner)to cause a material adverse effect on the security of, or damage to,the Large Generating Facility or Interconnection Customer's Interconnection Facilities'System restoration and black start shall be considered Emergency Conditions;provided,that Interconnection Customer is not obligated by this Agreement to possess black start capability. 13.2 Obligations.Each Party shall comply with the Emergency Condition procedures of the applicable ISOIRTO,NERC,the Applicable Reliability Council, Applicable Laws and Regulations,and any emergency procedures agreed to by the Joint Operating Committee. Page 52 of75 Staff_PR_069 Attachment A Page 53 of 110 13.3 Notice.Transmission Provider shall notify Interconnection Customer promptly when it becomes aware of an Emergency Condition that affects Transmission Provider's Interconnection Facilities or the Transmission System that may reasonably be expected to affect Interconnection Customer's operation of the Large Generating Facility or Interconnection Customer's Interconnection Facilities.Interconnection Customer shall notify Transmission Provider promptly when it becomes aware of an Emergency Condition that affects the Large Generating Facility or Interconnection Customer's Interconnection Facilities that may reasonably be expected to affect the Transmission System or Transmission Provider's Interconnection Facilities.To the extent information is known,the notification shall describe the Emergency Condition,the extent of the damage or deficiency,the expected effect on the operation of Interconnection Customer's or Transmission Provider's facilities and operations,its anticipated duration and the corrective action taken and/or to be taken.The initial notice shall be followed as soon as practicable with written notice. 13.4 Immediate Action.Unless,in Interconnection Customer's reasonable judgment, immediate action is required,Interconnection Customer shall obtain the consent of Transmission Provider,such consent to not be unreasonably withheld,prior to performing any manual switching operations at the Large Generating Facility or Interconnection Customer's Interconnection Facilities in response to an Emergency Condition either declared by Transmission Provider or otherwise regarding the Transmission System. 13.5 Transmission Provider Authority. 13.5.1 General.Transmission Provider may take whatever actions or inactions with regard to the Transmission System or Transmission Provider's Interconnection Facilities it deems necessary during an Emergency Condition in order to (i)preserve public health and safety, (ii)preserve the reliability of the Transmission System or Transmission Provider's Interconnection Facilities,(iii)limit or prevent damage,and (iv)expedite restoration of service. Transmission Provider shall use Reasonable Efforts to minimize the effect of such actions or inactions on the Large Generating Facility or Interconnection Customer's Interconnection Facilities.Transmission Provider may,on the basis of technical considerations,require the Large Generating Facility to mitigate an Emergency Condition by taking actions necessary and limited in scope to remedy the Emergency Condition,including,but not limited to,directing Interconnection Customer to shut-down,start-up,increase or decrease the real or reactive power output of the Large Generating Facility; implementing a reduction or disconnection pursuant to Article 13.5.2; directing Interconnection Customer to assist with blackstart (if Page 53 o£15 Staff_PR_069 Attachment A Page 54 of 110 13.5.2 available)or restoration efforts;or altering the outage schedules of the Large Generating Facility and Interconnection Customer's Interconnection Facilities.Interconnection Customer shall comply with all of Transmission Provider's operating instructions concerning Large Generating Facility real power and reactive power output within the manufacturer's design limitations ofthe Large Generating Facility's equipment that is in service and physically available for operation at the time,in compliance with Applicable Laws and Regulations. Reduction and Disconnection.Transmission Provider may reduce Interconnection Service or disconnect the Large Generating Facility or Interconnection Customer's Interconnection Facilitics,when such, reduction or disconnection is necessary under Good Utility Pr1\ctice due to Emergency Conditions.These rights are separate and distinct from any right of Curtailment of Transmission Provider pursuant to Transmission Provider's Tariff.When Transmission Provider can schedule the reduction or disconnection in advance,Transmission Provider shall notifY Interconnection Customer of the reasons,timing and expected duration of the reduction or disconnection.Transmission Provider shall coordinate with Interconnection Customer using Good Utility Practice to schedule the reduction or disconnection during periods of least impact to Interconnection Customer and Transmission Provider.Any reduction or disconnection shall continue only for so loug as reasonably necessary under Good Utility Practice.The Parties shall cooperate with each other to restore the Large Generating Facility,the Interconnection Facilities,and the Transmission System to their normal operating state as soon as practicable consistent with Good Utility Practice. 13.6 Interconnection Customer Authority.Consistent with Good Utility Practice and the LGlA and the LGIP,Interconnection Customer may take actions or inactions with regard to the Large Generating Facility or Interconnection Customer's Interconnection Facilities during an Emergency Condition in order to (i)preserve public health and safety,(ii)preserve the reliability of the Large Generating Facility or Interconnection Customer's Interconnection Facilities, (iii)limit or prevent damage,and (iv)expedite restoration of service. Interconnection Customer shall use Reasonable Efforts to minimize the effect of such actions or inactions on the Transmission System and Transmission Provider's Interconnection Facilities.Transmission Provider shall use Reasonable Efforts to assist Interconnection Customer in such actions. 13.7 Limited Liability.Except as otherwise provided in Article 11.6.1 of this Agreement,neither Party shall be liable to the other for any action it takes in responding to an Emergency Condition so long as such action is made in good faith and is consistent with Good Utility Practice. Page 54 of75 Staff_PR_069 Attachment A Page 55 of 110 Article 14.Regulatory Requirements and Governing Law 14.1 Regulatory Requirements.Each Party's obligations under this Agreement shall be subject to its receipt of any required approval or certificate from one or more Governmental Authorities in the form and substance satisfactory to the applying Party,or the Party making any required filings with,or providing notice to,such Governmental Authorities;and the expiration of any time period associated therewith.Each Party shall in good faith seek and use its Reasonable Efforts to obtain such other approvals.Nothing in this Agreement shall require Interconnection Customer to take any action that could result in its inability to obtain,or its loss of,status or exemption under the Federal Power Act,the Public Utility Holding Company Act of 1935,as amended,or the Public Utility Regulatory Policies Act of 1978. 14.2 Governing Law. 14.2.1 14.2.2 14.2.3 Article 15.Notiees The validity,interpretation and performance of this Agreement and each of its provisions shall be governed by the laws of the state where the Point of Interconnection is located,without regard to its conflicts oflaw principles. This Agreement is subject to all Applicable Laws and Regulations. Each Party expressly reserves the right to seek changes in,appeal,or otherwise contest any laws,orders,rules,or regulations of a Governmental Authority. 15.1 General.Unless otherwise provided in this Agreement,any notice,demand or request required or permitted to be given by either Party to the other and any instrument required or permitted to be tendered or delivered by either Party in writing to the other shall be effective when delivered and may be so given, tendered or delivered,by recognized national courier,or by depositing the same with the United States Postal Service with postage prepaid,for delivery by certified or registered mail,addressed to the Party,or personally delivered to the Party,at the address set out in Appendix F,Addresses for Delivery ofNotices and Billings. Either Party may change the notice information in this Agreement by giving five (5)Business Days written notice prior to the effective date ofthe change. 15.2 Billings and Payments.Billings and payments shall be sent to the addresses set out in Appendix F. Page 55 of75 Staff_PR_069 Attachment A Page 56 of 110 ·- 15.3 Alternative Forms of Notice.Any notice or request required or permitted to be given by a Party to the other and not required by this Agreement to be given in writing may be so given by telephone,facsimile or email to the telephone numbers and email addresses set out in Appendix F. 15.4 Operations and Maintenance Notice.Each Party shall notifY the other Party in writing of the identity of the person(s)that it designates as the point(s)ofcontact with respect to the implementation ofArticles 9 and 10. Article 16.Force Majeure 16.1 Force Majeure. 16.1.1 16.1.2 Article 17.Default 17.1 Default. 17.1.1 Economic hardship is not considered a Force Majeure event. Neither Party shall be considered to be in Default with respect to any obligation hereunder,(including obligations under Article 4),other than the obligation to pay money when due,if prevented from fulfilling such obligation by Force Majeure.A Party unable to fulfill any obligation hereunder (other than an obligation to pay money when due)by reason of Force Majeure shall give notice and the full particulars of such Force Majeure to the other Party in writing or by telephone as soon as reasonably possible after the occurrence of the cause relied upon.Telephone notices given pursuant to this article shall be confirmed in writing as soon as reasonably possible and shall specifically state full particulars of the Force Majeure,the time and date when the Force Majeure occurred and when the Force Majeure is reasonably expected to cease.The Party affected shall exercise due diligence to remove such disability with reasonable dispatch,but shall not be required to accede or agree to any provision not satisfactory to it in order to settle and terminate a strike or other labor disturbance. General.No Default shall exist where such failure to discharge an obligation (other than the payment of money)is the result of Force Majeure as defined in this Agreement or the result of an act of omission of the other Party.Upon a Breach,the non-breaching Party shall give written notice ofsuch Breach to the breaching Party.Except as provided in Article 17.1.2,the breaching Party shall have thirty (30) Calendar Days from receipt of the Default notice within which to cure such Breach;provided however,if such Breach is not capable of cure within thirty (30)Calendar Days,the breaching Party shall commence such cure within thirty (30)Calendar Days after notice and Page 56 of75 Staff_PR_069 Attachment A Page 57 of 110 continuously and diligently complete such curc within ninety (90) Calendar Days from receipt of the pefault notice;and,if cured within such time,the Breach specified in such notice shall cease to exist. 17.1.2 Right to Terminate.If a Breach is not cured as provided in this article,or if a Breach is not capable of being cured within the period provided for herein,the non-breaching Party shall have the right to declare a Default and terminate this Agreement by written notice at any time until cure occurs,and be relieved of any further obligation hereunder and,whether or not that Party terminates this Agreement,to recover from the breaching Party all amounts due hereunder,plus all other damages and remedies to which it is entitled at law or in equity. The provisions of this article will survive termination of this Agreement. Article 18.Indemnity,Consequential Damages and Insurance 18.1 Indemnity.The Parties shall at all times indemnifY,defend,and hold the other Party harmless from,any and all damages,losses,claims,including claims and actions relating to injury to or death of any person or damage to property, demand,suits,recoveries,costs and expenses,court costs,attorney fees,and all other obligations by or to third parties,arising out of or resulting from the other Party's action or inactions of its obligations under this Agreement on behalf ofthe Indemnifying Party,except in cases of gross negligence or intentional wrongdoing by the Indemnified Party. 18.1.1 18.1.2 18.1.3 Indemnified Person.If an Indemnified Person is entitled to indemnification under this Article 18 as a result of a claim by a third party,and the IndemnifYing Party fails,after notice and reasonable opportunity to proceed under Article 18.1,to assume the defense of such claim,such Indemnified Person may at the expense of the IndemnifYing Party contest,settle or consent to the entry of any judgment with respect to,or pay in full,such claim. Indemnifying Party.If an IndemnifYing Party is obligated to indemnifY and hold any Indemnified Person harmless under this Article 18,the amount owing to the Indemnified Person shall be the amount of such Indemnified Person's actual Loss,net ofany insurance or other recovery. Indemnity Procedures.Promptly after receipt by an Indemnified Person of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply,the Indemnified Person shall notifY the IndemnifYing Party of such fact.Any failure of or delay in such notification shall not affect a Party's indemnification Page 57 of75 Staff_PR_069 Attachment A Page 58 of 110 obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. The Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Person.Ifthe defendants in any such action include one or more Indemnified Persons and the Indemnifying Party and if the Indemnified Person reasonably concludes that there may be legal defenses available to it and/or other Indemnified Persons which are different from or additional to those available to the IndemnifYing Party,the Indemnified Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances,the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Person or Indemnified Persons having such differing or additional legal defenses. The Indemnified Person shall be entitled,at its expense,to participate in any such action,suit or proceeding,the defense of which has been assumed by the Indemnifying Party.Notwithstanding the foregoing, the Indemnifying Party (i)shall not be entitled to assume and control the defense of any such action,suit or proceedings if and to the extent that,in the opinion of the Indemnified Person and its counsel,such action,suit or proceeding involves the potential imposition of criminal liability on the Indemnified Person,or there exists a conflict or adversity of interest between the Indemnified Person and the Indemnifying Party,in such event the Indemnifying Party shall pay the reasonable expenses ofthe Indemnified Person,and (ii)shall not settle or consent to the entry of any judgment in any action,suit or proceeding without the consent of the Indemnified Person,which shall not be reasonably withheld,conditioned or delayed. 18.2 Consequential Damages.Other than the Liquidated Damages heretofore described,in no event shall either Party be liable under any provision of this Agreement for any losses,damages,costs or expenses for any special,indirect, incidental,consequential,or punitive damages,including but not limited to loss of profit or revenue,loss of the use of equipment,cost of capital,cost of temporary equipment or services,whether based in whole or in part in contract,in tort, including negligence,strict liability,or any other theory of liability;provided, however,that damages for which a Party may be liable to the other Party under another agreement will not be considered to be special,indirect,incidental,or consequential damages hereunder. 18.3 Insurance.Each party shall,at its own expense,maintain in force throughout the period of this Agreement,and until released by the other Party,the following Page 58 of75 Staff_PR_069 Attachment A Page 59 of 110 minimum insurance coverages,with insurers authorized to do business in the state where the Point ofInterconnection is located: 18.3.1 18.3.2 18.3.3 18.3.4 18.3.5 18.3.6 Employers'Liability and Workers'Compensation Insurance providing statutory benefits in accordance with the laws and regulations of the state in which the Point ofInterconnection is located. Commercial General Liability Insurance including premises and operations,personal injury,broad form property damage,broad form blanket contractual liability coverage (including coverage for the contractual indemnification)products and completed operations coverage,coverage for explosion,collapse and underground hazards, independent contractors coverage,coverage for pollution to the extent normally available and punitive damages to the extent normally available and a cross liability endorsement,with minimum limits of One Million Dollars ($1,000,000)per occurrence/One Million Dollars ($1,000,000)aggregate combined single limit for personal injury, bodily injury,including death and property damage. Comprehensive Automobile Liability Insurance for coverage ofowned and non-owned and hired vehicles,trailers or semi-trailers designed for travel on public roads,with a minimum,combined single limit of One Million Dollars ($1,000,000)per occurrence for bodily injury, including death,and property damage. Excess Public Liability Insurance over and above the Employers' Liability Commercial General Liability and Comprehensive Automobile Liability Insurance coverage,with a minimum combined single limit of Twenty Million Dollars ($20,000,000)per occurrence/Twenty Million Dollars ($20,000,000)aggregate. The Commercial General Liability Insurance,Comprehensive Automobile Insurance and Excess Public Liability Insurance policies shall name the other Party,its parent,associated and Affiliate companies and their respective directors,officers,agents,servants and employees ("Other Party Group")as additional insured.AIl policies shall contain provisions whereby the insurers waive all rights of subrogation in accordance with the provisions of this Agreement against the Other Party Group and provide thirty (30)Calendar Days advance written notice to the Other Party Group prior to anniversary date of cancellation or any material change in coverage or condition. The Commercial General Liability Insurance,Comprehensive Automobile Liability Insurance and Excess Public Liability Insurance policies shall contain provisions that specify that the policies are primary and shall apply to such extent without consideration for other Page 59 of75 Staff_PR_069 Attachment A Page 60 of 110 policies separately carried and shall state that each insured is provided coverage as though a separate policy had been issued to each,except the insurer's liability shall not be increased beyond the amount for which the insurer would have been liable had only one insured been covered.Each Party shall be responsible for its respective deductibles or retentions. 18.3.7 The Commercial General Liability Insurance,Comprehensive Automobile Liability Insurance and Excess Public Liability Insurance policies,if written on a Claims First Made Basis,shall be maintained in full force and effect for two (2)years after termination of this Agreement,which coverage may be in the form of tail coverage or extended reporting period coverage ifagreed by the Parties. 18.3.8 The requirements contained herein as to the types and limits of all insurance to be maintained by the Parties are not intended to and shall not in any manner,limit or qualifY the liabilities and obligations assumed by the Parties under this Agreement. 18.3.9 Within ten (10)days following execution of this Agreement,and as soon as practicable after the end of each fiscal year or at the renewal of the insurance policy and in any event within ninety (90)days thereafter,each Party shall provide certification of all insurance required in this Agreement,executed by each insurer or by an authorized representative ofeach insurer. 18.3.10 Notwithstanding the foregoing,each Party may self-insure to meet the minimum insurance requirements of Articles 18.3.2 through 18.3.8 to the extent it maintains a self-insurance program;provided that,such Party's senior secured debt is rated at investment grade or better by Standard &Poor's and that its self-insurance program meets the minimum insurance requirements of Articles 18.3.2 through 18.3.8. For any period of time that a Party's senior secured debt is unrated by Standard &Poor's or is rated at less than investment grade by Standard &Poor's,such Party shall comply with the insurance requirements applicable to it under Articles 18.3.2 through 18.3.9.In the event that a Party is permitted to self-insure pursuant to this article,it shall notifY the other Party that it meets the requirements to self-insure and that its self-insurance program meets the minimum insurance requirements in a manner consistent with that specified in Article 18.3.9. 18.3.11 The Parties agree to report to each other in writing as soon as practical all accidents or occurrences resulting in injuries to any person, including death,and any property damage arising out of this Agreement. Page 60 of75 Staff_PR_069 Attachment A Page 61 of 110 Article 19.Assignment 19.1 Assignment.This Agreement may be assigned by either Party only with the written consent ofthe other;provided that either Party may assign this Agreement without the consent of the other Party to any Affiliate of the assigning Party with an equal or greater credit rating and with the legal authority and operational ability to satisfy the obligations of the assigning Party under this Agreement;and provided further that Interconnection Customer shall have the right to assign this Agreement,without the consent of Transmission Provider,for collateral security purposes to aid in providing financing for the Large Generating Facility,provided that Interconnection Customer will promptly notifY Transmission Provider of any such assignment.Any financing arrangement entered into by Interconnection Customer pursuant to this article will provide that prior to or upon the exercise of the secured party's,trustee's or mortgagee's assignment rights pursuant to said arrangement,the secured creditor,the trustee or mortgagee will notifY Transmission Provider of the date and particulars of any such exercise of assignment right(s),including providing the Transmission Provider with proof that it meets the requirements of Articles 11.5 and 18.3.Any attempted assignment that violates this article is void and ineffective.Any assignment under this Agreement shall not relieve a Party of its obligations,nor shall a Party's obligations be enlarged,in whole or in part,by reason thereof Where required, consent to assignment will not be unreasonably withheld,conditioned or delayed. Article 20.Severability 20.1 Severability.If any provision in this Agreement is finally determined to be invalid,void or unenforceable by any court or other Governmental Authority having jurisdiction,such determination shall not invalidate,void or make unenforceable any other provision,agreement or covenant of this Agreement; provided that if Interconnection Customer (or any third party,but only if such third party is not acting at the direction of Transmission Provider)seeks and obtains such a final determination with respect to any provision of the Alternate. Option (Article 5.1.2),or the Negotiated Option (Article 5.1.4),then none of these provisions shall thereafter have any force or effect and the Parties'rights and obligations shall be governed solely by the Standard Option (Article 5.1 .1). Article 21.Comparability 21.1 Comparability.The Parties will comply with all applicable comparability and code of conduct laws,rules and regulations,as amended from time to time. Article 22.Confidentiality 22.1 Confidentiality.Confidential Information shall include,without limitation,all information relating to a Party's technology,research and development,business Page 61 of75 Staff_PR_069 Attachment A Page 62 of 110 affairs,and pricing,and any information supplied by either of the Parties to the other prior to the execution ofthis Agreement. Information is Confidential Information only if it is clearly designated or marked in writing as confidential on the face of the document,or,if the information is conveyed orally or by inspection,if the Party providing the information orally informs the Party receiving the information that the information is confidential. If requested by either Party,the other Party shall provide in writing,the basis for asserting that the information referred to in this Article 22 warrants confidential treatment,and the requesting Party may disclose such writing to the appropriate Governmental Authority.Each Party shall be responsible for the costs associated with affording confidential treatment to its information. 22.1.1 22.1.2 22.1.3 Term.During the term of this Agreement,and for a period of three (3)years after the expiration or termination ofthis Agreement,except as otherwise provided in this Article 22,each Party shall hold in confidence and shall not disclose to any person Confidential Information. Scope.Confidential Information shall not include information that the receiving Party can demonstrate:(I)is generally available to the public other than as a result of a disclosure by the receiving Party;(2) was in the lawful possession of the receiving Party on a non­ confidential basis before receiving it from the disclosing Party;(3)was supplied to the receiving Party without restriction by a third party, who,to the knowledge of the receiving Party after duc inquiry,was under no obligation to the disclosing Party to keep such information confidential;(4)was independently developed by the receiving Party without reference to Confidential Information of the disclosing Party; (5)is,or becomes,publicly known,through no wrongful act or omission of the receiving Party or Breach of this Agreement;or (6)is required,in accordance with Article 22.1.7 of the LOlA,Order of Disclosure,to be disclosed by any Governmental Authority or is otherwise required to be disclosed by law or subpoena,or is nccessary in any legal proceeding establishing rights and obligations under this Agreement.Information designated as Confidential Information will nO longer be deemed confidential if the Party that designated the information as confidential notifies the other Party that it no longer is confidential. Release of Confidential Information.Neither Party shall release or disclose Confidential Information to any other person,except to its Affiliates (limited by the Standards of Conduct requirements), subcontractors,employees,consultants,or to parties who may be or considering providing .financing to or equity participation with Page 62 of75 Staff_PR_069 Attachment A Page 63 of 110 22.1.4 22.1.5 22.1.6 22.1.7 Interconnection Customer,or to potential purchasers or assignees of Interconnection Customer,on a need-to-know basis in connection with this Agreement,unless such person has first been advised of the confidentiality provisions of this Article 22 and has agreed to comply with such provisions.Notwithstanding the foregoing,a Party providing Confidential Information to any person shall remain primarily responsible for any release of Confidential Information in contravention of this Article 22. Rights.Each Party retains all rights,title,and interest in the Confidential Information that each Party discloses to the other Party. The disclosure by each Party to the other Party of Confidential Information shall not be deemed a waiver by either Party or any other person or entity of the right to protect the Confidential Information from public disclosure. No Warranties.By providing Confidential Information,neither Party makes any warranties or representations as to its accuracy or completeness.In addition,by supplying Confidential Information, neither Party obligates itself to provide any particular information or Confidential Information to the other Party nor to enter into any further agreements or proceed with any other relationship or joint venture. Standard of Care.Each Party shall use at least the same standard of care to protect Confidential Information it receives as it uses to protect its own Confidential Information from unauthorized disclosure, publication or dissemination.Each Party may use Confidential Information solely to fulfill its obligations to the other Party under this Agreement or its regulatory requirements. Order of Disclosure.If a court or a Government Authority or entity with the right,power,and apparent authority to do so requests or requires either Party,by subpoena,oral deposition,interrogatories, requests for production of documents,administrative order,or otherwise,to disclose Confidential Information,that Party shall provide the other Party with prompt notice of such request(s)or requirement(s)so that the other Party may seek an appropriate protective order or waive compliance with the terms of this Agreement.Notwithstanding the absence of a protective order or waiver,the Party may disclose such Confidential Information which, in the opinion of its counsel,the Party is legally compelled to disclose. Each Party will use Reasonable Efforts to obtain reliable assurance that confidential treatment will be accorded any Confidential Information so furnished. Page 63 of75 Staff_PR_069 Attachment A Page 64 of 110 22.1.8 Termination of Agreement.Upon termination ofthis Agreement for any reason,each Party shall,within ten (10)Calendar Days of receipt of a written request from the other Party,use Reasonable Efforts to destroy,erase,or delete (with such destruction,erasure,and deletion certified in writing to the other Party)or return to the other Party, without retaining copies thereof,any and all written or electronic Confidential Information received from the other Party. 22.1.9 Remedies.The Parties agree that monetary damages would be inadequate to compensate a Party for the other Party's Breach of its obligations under this Article 22.Each Party accordingly agrees that the other Party shall be entitled to equitable relief,by way of injunction or otherwise,if the first Party Breaches or threatens to Breach its obligations under this Article 22,which equitable relief shall be granted without bond or proof of damages,and the receiving Party shall not plead in defense that there would be an adequate remedy at law.Such remedy shall not be deemed an exclusive remedy for the Breach of this Article 22,but shall be in addition to all other remedies available at law or in equity.The Parties further acknowledge and agree that the covenants contained herein are necessary for the protection of legitimate business interests and are reasonable in scope.No Party,however,shall be liable for indirect, incidental,or consequential or punitive damages of any nature or kind resulting from or arising in connection with this Article 22. 22.1.10 Disclosure to FERC,its Staff,or a State.Notwithstanding anything in this Article 22 to the contrary,and pursuant to 18 C.F.R §Ib.20,if FERC or its staff,during the course of an investigation or otherwise, requests information from one of the Parties that is otherwise required to be maintained in confidence pursuant to this Agreement,the Party shall provide the requested information to FERC or its staff,within the time provided for in the request for information.In providing the information to FERC or its staff,the Party must,consistent with 18 C.F.R §388.112,request that the information be treated as confidential and non-public by FERC and its staff and that the information be withheld from public disclosure.Parties are prohibited from notifying the other Party to this Agreement prior to the release of the Confidential Information to FERC or its staff.The Party shall notifY the other Party to the LGIA when it is notified by FERC or its staff that a request to release Confidential Information has been received by FERC,at which time either of the Parties may respond before such information would be made public,pursuant to 18 C.F.R §388.1 12. Requests from a state regulatory body conducting a confidential investigation shall be treated in a similar manner if consistent with the applicable state rules and regulations. Page 64 of75 Staff_PR_069 Attachment A Page 65 of 110 22.1.11 Subject to the exception in Article 22.1.10,any information that a Party claims is competitively sensitive,commercial or financial information under this Agreement ("Confidential Information")shall not be disclosed by the other Party to any person not employed or retained by the other Party,except to the extent disclosure is (i) required by law;(ii)reasonably deemed by the disclosing Party to be required to be disclosed in connection with a dispute between or among the Parties,or the defense of litigation or dispute;(iii) otherwise permitted by consent of the other Party,such consent not to be unreasonably withheld;or (iv)necessary to fulfill its obligations under this Agreement or as a transmission service provider or a Control Area operator including disclosing the Confidential Information to an RTO or ISO or to a regional or national reliability organization.The Party asserting confidentiality shall notify the other Party in writing of the information it claims is confidential.Prior to any disclosures ofthe other Party's Confidential Information under this subparagraph,or if any third party or Govermnental Authority makes any request or demand for any of the information described in this subparagraph,the disclosing Party agrees to promptly notify the other Party in writing and agrees to assert confidentiality and cooperate with the other Party in seeking to protect the Confidential Information from public disclosure by confidentiality agreement,protective order or other reasonable measures. Article 23.Environmental Releases 23.1 Each Party shall notify the other Party,first orally and then in writing,of the release of any Hazardous Substances,any asbestos or lead abatement activities,or any type of remediation activities related to the Large Generating Facility or the Interconnection Facilities,each ofwhich may reasonably be expected to affect the other Party.The notifying Party shall:(i)provide the notice as soon as practicable,provided such Party makes a good faith effort to provide the notice no later than twenty-four hours after such Patty becomes aware of the occurrence; and (ii)promptly furnish to the other Party copies of any publicly available reports filed with any Govermnental Authorities addressing such events. Article 24.Information Requirements 24.1 Information Acquisition.Transmission Provider and Interconnection Customer shall submit specific information regarding the electrical characteristics of their respective facilities to each other as described below and in accordance with Applicable Reliability Standards. 24.2 Information Submission by Transmission Provider.The initial information submission by Transmission Provider shall occur no later than one hundred eighty (180)Calendar Days prior to Trial Operation and shall include Transmission Page 65 of75 Staff_PR_069 Attachment A Page 66 of 110 System infonnation necessary to allow Interconnection Customer to select equipment and meet any system protection and stability requirements,unless otherwise agreed to by the Parties.On a monthly basis Transmission Provider shall provide Interconnection Customer a status report on the construction and installation of Transmission Provider's Interconnection Facilities and Network Upgrades,including,but not limited to,the following infonnation:(1)progress to date;(2)a description ofthe activities since the last report (3)a description of the action items for the next period;and (4)the delivery status of equipment ordered. 24.3 Updated Information Submission by Interconnection Customer.The updated infonnation submission by Interconnection Customer,including manufacturer infonnation,shall occur no later than one hundred eighty (180)Calendar Days prior to the Trial Operation.Interconnection Customer shall submit a completed copy of the Large Generating Facility data requirements contained in Appendix 1 to the LGIP.It shall also include any additional infonnation provided to Transmission Provider for the Feasibility and Facilities Study.Infonnation in this submission shall be the most current Large Generating Facility design or expected perfonnance data.Infonnation submitted for stability models shall be compatible with Transmission Provider standard models.If there is no compatible model, Interconnection Customer will work with a consultant mutually agreed to by the Parties to develop and supply a standard model and associated infonnation. If Interconnection Customer's data is materially different from what was originally provided to Transmission Provider pursuant to the Interconnection Study Agreement between Transmission Provider and Interconnection Customer, then Transmission Provider will conduct appropriate studies to detennine the impact on Transmission Provider Transmission System based on the actual data submitted pursuant to this Article 24.3.The Interconnection Customer shall not begin Trial Operation until such studies are completed. 24.4 Information Supplementation.Prior to the Operation Date,the Parnes shall supplement their infonnation submissions described above in this Article 24 with any and all "as-built"Large Generating Facility infonnation or "as-tested" perfonnance infonnation that differs from the initial submissions or,alternatively, written confinnation that no such differences exist.The Interconnection Customer shall conduct tests on the Large Generating Facility as required by Good Utility Practice such as an open circuit "step voltage"test on the Large Generating Facility to verify proper operation of the Large Gencrating Facility's automatic voltage regulator. Unless otherwise agreed,the test conditions shall include:(1)Large Generating Facility at synchronous speed;(2)automatic voltage regulator on and in voltage control mode;and (3)a five percent change in Large Generating Facility terminal voltage initiated by a change in the voltage regulators reference voltage. Interconnection Customer shall provide validated test recordings showing the responses of Large Generating Facility tenninal and field voltages.In the event Page 66 of75 Staff_PR_069 Attachment A Page 67 of 110 that direct recordings ofthese voltages is impractical,recordings of other voltages or currents that mirror the response of the Large Generating Facility's terminal or field voltage are acceptable if information necessary to translate these alternate quantities to actual Large Generating Facility terminal or field voltages is provided.Large Generating Facility testing shall be conducted and results provided to Transmission Provider for each individual generating unit in a station. Subsequent to the Operation Date,Interconnection Customer shall provide Transmission Provider any information changes due to equipment replacement, repair,or adjustment.Transmission Provider shall provide Interconnection Customer any information changes due to equipment replacement,repair or adjustment in the directly connected substation or any adjacent Transmission Provider-owned substation that may·affect Interconnection Customer's Interconnection Facilities equipment ratings,protection or operating requirements.The Parties shall provide such information no later than thirty (30) Calendar Days after the date ofthe equipment replacement,repair or adjustment. Article 25.Information Access and Audit Rights 25.1 Information Access.Each Party (the "disclosing Party")shall make available to the other Party information that is in the possession of the disclosing Party and is necessary in order for the other Party to:(i)verify the costs incurred by the disclosing Party for which the other Party is responsible under this Agreement; and (ii)carry out its obligations and responsibilities under this Agreement.The Parties shall not use such information for purposes other than those set forth in this Article 25.1 and to enforce their rights under this Agreement. 25.2 Reporting of Non-Force Majeure Events.Each Party (the "notifying Party") shall notify the other Party when the notifying Party becomes aware of its inability to comply with the provisions ofthis Agreement for a reason other than a Force Majeure event.The Parties agree to cooperate with each other and provide necessary information regarding such inability to comply,including the date, duration,reason for the inability to comply,and corrective actions taken or planned to be taken with respect to such inability to comply.Notwithstanding the foregoing,notification,cooperation or information provided under this article shall not entitle the Party receiving such notification to allege a cause for anticipatory breach ofthis Agreement. 25.3 Audit Rights.Subject to the requirements of confidentiality under Article 22 of this Agreement,each Party shall have the right,during normal business hours,and upon prior reasonable notice to the other Party,to audit at its own expense the other Party's accounts and records pertaining to either Party's performance or either Party's satisfaction of obligations under this Agreement.Such audit rights shall include audits of the other Party's costs,calculation of invoiced amounts, Transmission Provider's efforts to allocate responsibility for the provision of reactive support to the Transmission System,Transmission Provider's efforts to Page 67 of75 Staff_PR_069 Attachment A Page 68 of 110 allocate responsibility for intemJption or reduction of generation on the Transmission System,and each Party's actions in an Emergency Condition.Any audit authorized by this article shall be performed at the offices where such accounts and records are maintained and shall be limited to those portions of such accounts and records that relate to each Party's performance and satisfaction of obligations under this Agreement.Each Party shall keep such accounts and records for a period equivalent to the audit rights periods described in Article 25.4. 25.4 Audit Rights Periods. 25.4.1 25.4.2 Audit Rights Period for Construction-Related Accounts and Records.Accounts and records related to the design,engineering, procurement,and construction of Transmission Provider's Interconnection Facilities and Network Upgrades shall be subject to audit for a period of twenty-four months following Transmission Provider's issuance ofa final invoice in accordance with Article 12.2. Audit Rights Period for All Other Accounts and Records. Accounts and records related to either Party's performance or satisfaction of all obligations under this Agreement other than those described in Article 25.4.1 shall be subject to audit as follows:(i)for an audit relating to cost obligations,the applicable audit rights period shall be twenty-four months after the auditing Party's receipt of an invoice giving rise to such cost obligations;and (ii)for an audit relating to all other obligations,the applicable audit rights period shall be twenty-four months after the event for which the audit is sought. 25.5 Audit Results.If an audit by a Party determines that an overpayment or an underpayment has occurred,a notice of such overpayment or underpayment shall be given to the other Party together with those records from the audit which support such determination. Article 26.Subcontractors 26.1 General.Nothing in this Agreement shall prevent a Party from utilizing the services of any subcontractor as it deems appropriate to perform its obligations under this Agreement;provided,however,that each Party shall require its subcontractors to comply with all applicable terms and conditions of this Agreement in providing such services and each Party shall remain primarily liable to the other Party for the performance ofsuch subcontractor. 26.2 Responsibility of Principal.The creation of any subcontract relationship shall not relieve the hiring Party of any of its obligations under this Agreement.The hiring Party shall be fully responsible to the other Party for the acts or omissions of any subcontractor the hiring Party hires as if no subcontract had been made; Page 68 of75 Staff_PR_069 Attachment A Page 69 of 110 provided,however,that in no event shall Transmission Provider be liable for the actions or inactions of Interconnection Customer or its subcontractors with respect to obligations of Ioterconnection Customer under Article 5 of this Agreement. Any applicable obligation imposed by this Agreement upon the hiring Party shall be equally binding upon,and shall be constmed as having application to,any subcontractor ofsuch Party. 26.3 No Limitation by Insurance.The obligations under this Article 26 will not be limited in any way by any limitation ofsubcontractor's insurance. Article 27.Disputes 27.1 Submission.10 the event either Party has a dispute,or asserts a claim,that arises out of or in connection with this Agreement or its perfonnance,such Party (the "disputing Party")shall provide the other Party with written notice of the dispute or claim ("Notice of Dispute").Such dispute or claim shall be referred to a designated senior representative of each Party for resolution on an infonnal basis as promptly as practicable after receipt of the Notice of Dispute by the other Party.In the event the designated representatives are unable to resolve the claim or dispute through unassisted or assisted negotiations within thirty (30)Calendar Days of the other Party's receipt of the Notice of Dispute,such claim or dispute may,upon mutual agreement of the Parties,be submitted to arbitration and resolved in accordance with the arbitration procedures set forth below.In the event the Parties do not agree to submit such claim or dispute to arbitration,each Party may exercise whatever rights and remedies it may have in equity or at law consistent with the tenns ofthis Agreement. 27.2 External Arbitration Procedures.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 (l0) Calendar Days of the submission of the dispute to arbitration,each Party shall choose one arbitrator who shall sit on a three-member arbitration paneL The two arbitrators so chosen shall within twenty (20)Calendar Days select a third arbitrator to chair the arbitration paneL 10 either case,the arbitrators shall be knowledgeable in electric utility matters,including electric transmission and bulk power issues,and shall not have any current or past substantial business or financial relationships with any party to the arbitration (except prior arbitration). The arbitrator(s)shall provide each of the Parties an opportunity to be heard and, except as otherwise provided herein,shall conduct the arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("Arbitration Rules")and any applicable FERC regnlations or RTO mles; provided,however,in the event of a conflict between the Arbitration Rules and the tenns ofthis Article 27,the tenns ofthis Article 27 shall prevaiL 27.3 Arbitration Decisions.Unless otherwise agreed by the Parties,the arbitrator(s) shall render a decision within ninety (90)Calendar Days of appointment and shall Page 69 of75 Staff_PR_069 Attachment A Page 70 of 110 notify the Parties in writing of such decision and the reasons therefor.The arbitrator(s)shall be authorized only to interpret and apply the provisions of this Agreement and shall have no power to modify or change any provision of this Agreement in any manner.The decision of the arbitrator(s)shall be final and binding upon the Parties,and judgment on the award may be entered in any court having jurisdiction.The decision of the arbitrator(s)may be appealed solely on the grounds that the conduct of the arbitrator(s),or the decision itself,violated the standards set forth in the Federal Arbitration Act or the Administrative Dispute Resolution Act.The final decision of the arbitrator must also be filed with FERC if it affects jurisdictional rates,terms and conditions of service,Interconnection Facilities,or Network Upgrades. 27.4 Costs.Each Party shall be responsible for its own costs incurred during the arbitration process and for the following costs,if applicable:(1)the cost of the arbitrator chosen by the Party to sit on the three member panel and one half ofthe cost of the third arbitrator chosen;or (2)one half the cost of the single arbitrator jointly chosen by the Parties. Article 28.Representations,Warranties,and Covenants 28.1 General.Each Party makes the following representations,warranties and covenants: 28.1.1 28.1.2 Good Standing.Such Party is duly organized,validly existing and in good standing under the laws of the state in which it is organized, formed,or incorporated,as applicable;that it is qualified to do business in the state or states in which the Large Generating Facility, Interconnection Facilities and Network Upgrades owned by such Party,as applicable,are located;and that it has the corporate power and authority to own its properties,to carryon its business as now being conducted and to enter into this Agreement and carry out the transactions contemplated hereby and perform and carry out all covenants and obligations on its part to be performed under and pursuant to this Agreement. Authority.Such Party has the right,power and authority to enter into this Agreement,to become a Party hereto and to perform its obligations hereunder.This Agreement is a legal,valid and binding obligation of such Party,enforceable against such Party in accordance with its terms,except as the enforceability thereof may be limited by applicable bankruptcy,insolvency,reorganization or other similar laws affecting creditors'rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or at law). Page 70 of75 Staff_PR_069 Attachment A Page 71 of 110 28.1.3 28.1.4 No Conflict.The execution,delivery and performance of this Agreement does not violate or conflict with the organizational or formation documents,or bylaws or operating agreement,of such Party, or any judgment,license, permit,order,material agreement or instrument applicable to or binding upon such Party or any of its assets. Consent and Approval.Such Party has sought or obtained,or,in accordance with this Agreement will seek or obtain,each consent, approval,authorization,order,or acceptance by any Governmental Authority in connection with the execution,delivery and performance of this Agreement,and it will provide to any Governmental Authority notice of any actions under this Agreement that are required by Applicable Laws and Regulations. Article 29.Joint Operating Committee 29.1 Joint Operating Committee.Except in the case of ISOs and RTOs, Transmission Provider shali constitute a Joint Operating Committee to coordinate operating and technical considerations ofInterconnection Service.At least six (6) months prior to the expected Initial Synchronization Date,Interconnection Customer and Transmission Provider shall each appoint one representative and one alternate to the Joint Operating Committee.Each Interconnection Customer shall notifY Transmission Provider of its appointment in writing.Such appointments may be changed at any time by similar notice.The Joint Operating Committee shall meet as necessary,but not less than once each calendar year,to carry out the duties set forth herein.The Joint Operating Committee shall hold a meeting at the request of either Party,at a time and place agreed upon by the representatives.The Joint Operating Committee shall perform all of its duties consistent with the provisions of this Agreement.Each Party shall cooperate in providing to the Joint Operating Committee all information required in the performance of the Joint Operating Committee's duties.All decisions and agreements,if any,made by the Joint Operating Committee,shall be evidenced in writing.The duties ofthe Joint Operating Committee shall include the following: 29.1.1 29.1.2 29.1.3 Establish data requirements and operating record requirements. Review the requirements,standards,and procedures for data acquisition equipment,protective equipment,and any other equipment or software. Annually review the one (I)year forecast of maintenance and planned outage schedules of Transmission Provider's and Interconnection Customer's facilities at the Point ofInterconnection. Page 71 of75 Staff_PR_069 Attachment A Page 72 of 110 29.1.4 29.1.5 29.1.6 ·" Coordinate the scheduling of maintenance and planned outages on the Interconnection Facilities,the Large Generating Facility and other facilities that impact the normal operation of the interconnection of the Large Generating Facility to the Transmission System. Ensure that information is being provided by each Party regarding equipment availability. Perform such other duties as may be conferred upon it by mutual agreement ofthe Parties'. Article 30.Miscellaneous 30.1 Binding Effect.This Agreement and the rights and obligations hereof,shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties hereto. 30.2 Conflicts.In the event of a conflict between the body ofthis Agreement and any attachment,appendices or exhibits hereto,the terms and provisions of the body of this Agreement shall prevail and be deemed the final intent of the Parties. 30.3 Rules of Interpretation.This Agreement,unless a clear contrary intention appears,shall be construed and interpreted as follows:(I)the singular number includes the plural number and vice versa;(2)reference to any person includes such person's successors and assigns but,in the case of a Party,only if such successors and assigns are permitted by this Agreement,and reference to a person in a particular capacity excludes such person in any other capacity or individually; (3)reference to any agreement (including this Agreement),document,instrument or tariff means such agreement,document,instrument,or tariff as amended or modified and in effect from time to time in accordance with the terms thereof and, if applicable,the terms hereof;(4)reference to any Applicable Laws and Regulations means such Applicable Laws and Regulations as amended,modified, codified,or reenacted,in whole or in part,and in effect from time to time, including,if applicable,rules and regulations promulgated thereunder;(5)unless expressly stated otherwise,reference to any Article,Section or Appendix means such Article of this Agreement or such Appendix to this Agreement,or such Section to the LGIP or such Appendix to the LGIP,as the case may be;(6) "hereunder","hereof","herein","hereto"and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Article or other provision hereof or thereof;(7)"including"(and with correlative meaning "include")means including without limiting the generality of any description preceding such term;and (8)relative to the determination of any period of time, "from"means "from and including","to"means "to but excluding"and "through" means "through and inclUding". Page 72 of75 Staff_PR_069 Attachment A Page 73 of 110 30.4 Entire Agreement.This Agreement,including all Appendices and Schedules attached hereto,constitutes the entire agreement between the Parties with reference to the subject matter hereof,and supersedes all prior and contemporaneous understandings or agreements,oral or written,between the Parties with respect to the subject matter of this Agreement.There are no other agreements,representations,warranties,or covenants which constitute any part of the consideration for,or any condition to,either Party's compliance with its obligations under this Agreement. 30.5 No Third Party Beneficiaries.This Agreement is not intended to and does not create rights,remedies,or benefits of any character whatsoever in favor of any persons,corporations,associations,or entities other than the Parties,and the obligations herein assumed are solely for the use and benefit of the Parties,their successors in interest and,where permitted,their assigns. 30.6 Waiver.The failure ofa Party to this Agreement to insist,on any occasion,upon strict performance of any provision of this Agreement will not be considered a waiver of any obligation,right,or duty of,or imposed upon,such Party. Any waiver at any time by either Party of its rights with respect to this Agreement shall not be deemed a continuing waiver or a waiver with respect to any other failure to comply with any other obligation,right,duty of this Agreement. Termination or Default of this Agreement for any reason by Interconnection Customer shall not constitute a waiver of Interconnection Customer's legal rights to obtain an interconnection from Transmission Provider.Any waiver of this Agreement shall,ifrequested,be provided in writing. 30.7 Headings.The descriptive headings of the various Articles of this Agreement have been inserted for convenience ofreference only and are ofno significance in the interpretation or construction of this Agreement. 30.8 Multiple Counterparts.This Agreement may be executed in two or more counterparts,each of which is deemed an original but all constitute one and the same instrument. 30.9 Amendment.The Parties may by mutual agreement amend this Agreement by a written instrument duly executed by the Parties. 30.10 Modification by the Parties.The Parties may by mutual agreement amend the Appendices to this Agreement by a written instrument duly executed by the Parties.Such amendment shall become effective and a part of this Agreement upon satisfaction of all Applicable Laws and Regulations. 30.11 Reservation of Rights.Transmission Provider shall have the right to make a unilateral filing with FERC to modify this Agreement with respect to any rates, terms and conditions,charges,classifications of service,rule or regulation under Page 73 of75 Staff_PR_069 Attachment A Page 74 of 110 section 205 or any other applicable provision of the Federal Power Act and FERC's rules and regulations thereunder,and Interconnection Customer shall have the right to make a unilateral filing with FERC to modify this Agreement pursuant to section 206 or any other applicable provision of the Federal Power Act and FERC's rules and regulations thereunder;provided that each Party shall have the right to protest any such filing by the other Party and to participate fully in any proceeding before FERC in which such modifications may be considered. Nothing in this Agreement shall limit the rights of the Parties or of FERC under sections 205 or 206 of the Federal Power Act and FERC's rules and regulations thereunder,except to the extent that the Parties otherwise mutually agree as provided herein. 30.12 No Partnership.This Agreement shall not be interpreted or construed to create an association,joint venture,agency relationship,or partnership between the Parties or to impose any partnership obligation or partnership liability upon either Party.Neither Party shall have any right,power or authority to enter into any agreement or undertaking for,or act on behalf of,or to act as or be an agent or representative of,or to otherwise bind,the other Party. Page 74 of75 Staff_PR_069 Attachment A Page 75 of 110 By: IN WITNESS WHEREOF,the Parties have executed this Agreement in duplicate originals,each of which shall constitute and be an original effective Agreement between the Parties. AVISTA CORPORATION J/Yt Jason Thackston Title:Vice-President,Transmission and Distribution Operations Date:\~2f 2.o1( PALOUSE WIND,LLC By:PalOuse.Wind Holdings,LLC~ By:Yh/dA _ Signature Name:William Roberts Printed Name Title:Assistant Secretary Date: Staff_PR_069 Attachment A Page 76 of 110 IN WITNESS WHEREOF,the Parties have executed this Agreement in duplicate originals,each of which shall constitute and be an original effective Agreement between the Parties. AVISTA CORPORATION By: Jason Thackston Title:Vice-President,Transmission and Distribution Operations Date: PALOUSE WIND,LLC By:Palouse Wind Holdings,L~ By:/ULdvr Signature Name:William Roberts Printed Name Title:Assistant Secretarv Date: Page 75 of75 Staff_PR_069 Attachment A Page 77 of 110 Appendix A to LGIA Interconnection Facilities,Network Upgrades and Distribution Upgrades 1.Interconnection Facilities: (a)Intercounection Customer's Interconnection Facilities: 1.Construct Point of Interconnection (POI)230 kV Switching Station [Section 7.3 of the Interconnection Facilities Study] a.DesignlProcure/Install3-Position Ring Bus Type Poiot of Interconnection (POI)230 kV Switching Station (2 on Bay Positions) with Interconnection Facilities to the Benewah-Shawnee 230 kV Transmission Line [Section 7.3.1 ofthe Interconnection Facilities Study] 1.Geotechnical data,site access,grading to the subgrade level, and fencing,per specification provided by Transmission Provider,will be completed by the Interconnection Customer. 2.DesignlProcurelInstall Collector Substation with Generator Step-Up (GSU)Transformer,Reactive Compensation,Circuit Breakers, Grounding Transformer,and Customer Metering a.Engineer,procure and construct all facilities required for the Interconnection Customer's Collector Substation. 3.DesignIProcure/Construct an approximate four (4)mile long 230kV transmission line between the Interconnection Customer's 230kV/34.5kV collector substation and the Transmission Provider's POI Switching Station. a.Design,procure and install 230 kV conductor,insulators and hardware to POI Switching Station dead-end tower assigned to interconnect the Collector Substation. i.Metering Requirements: a.Installation ofa separate revenue metering system at the Collector Substation is at the discretion ofthe Interconnection Customer (i.e.the Transmission Provider is not requiring metering at the Collector Substation as the POI interchange metering system will be the actual metering used for billing) Page A-I Staff_PR_069 Attachment A Page 78 of 110 ii.Line Relaying Requirements: a.Interconnection Customer is to design,install and own the line relaying at the Interconnection Customer's collector substation that controls the 230 kV transmission tie line link between the Collector and POI Switching Stations. I.Provide SEL-421/3 11L relay package at Collector Substation for 230 kV tie line protection to match the Transmission Provider's POI Switching Station relays. b.Provide Transmission Provider with the Interconnection Customer's 230 kV Collector Substation/POI transmission line data,including positive and zero sequence line impedance and line length. c.The Transmission Provider will review the Interconnection Customer's design and specification for the equipment to ensure compatibility with the Transmission Provider's control and protection schemes. d.Coordinate with the Transmission Provider in developing the SEL-421 relay and SEL-31IL line differential relay settings for the protection ofthe Interconnection Customer's 230 kV Collector Substation/POI transmission line. iii.Collector Substation 230 kV BreakerBushing Current Transformers (BCT's)-GSU Side a..Provide two (2)sets ofBCT's on GSU side of230 kV breaker. 1.Inboard -Connect to SEL-421 2.Outboard -Connect to SEL-31IL 3.GSU Side BCT's to be dedicated to the SEL-421 & 311L (Le.no other devices to be connected to these BCT circuits). 4.GSU Side BCT's to be 3000/5 MR,CONN 3000/5, C800. iv.Collector Substation 230 kV Bus Potential Transformers (PT's) a.Require 2000:1 PTRs,two (2)Secondary Windings, Connected YGIYG-YG (66.4 Vsec'dlg) PageA-2 Staff_PR_069 Attachment A Page 79 of 110 b.1st Secondary Winding -Connect to SEL-421 c.2nd Secondary Winding -Connect to SEL-311 L v.Collector Substation 230 kV Line Potential Transformer (PT) a.Require 2000:1 PTR,two (2)Secondary Windings, Connected YO-YO (66.4 Vsec'dlg) b.1st Secondary Winding -Connect to SEL-421 c.2nd Secondary Winding -Connect to SEL-311 L VI.Collector OSU Delta Tertiary Current Transformer (CT) a.CT to be 2000/5 MR,CONN 800/5 (or less,tbd),C800. b.Run CT secondary leads to polarizing inputs ofboth the SEL-421 and SEL-31IL relays. vii.Breaker Indication Requirements: a.The Interconnection Customer shall provide breaker status from the 230 kV Line Breaker (High-Side ofOSU)at the Interconnection Customer's Collector Substation to the Tie­ Point RTU to be located at the Transmission Provider's POI Switching Station control building. I.Breaker status shall be supplied using the mirrored bit over fiber path of the SEL-421 relays. 2.This mirrored bit will represent a form "a"contact from the Interconnection Customer's 230 kV Line Breaker. viii.Integration Requirements a.The Interconnection Customer shall monitor hard-wired relay fail alarms ofthe Collector Substation's 230 kV line relays (421 &311L). b.Provide one (1)850mn MM fiber run for DNP3 serial connection between the Transmission Provider's POI Switching Station Data Concentrator and Interconnection Customer's Collector Substation RTU (to monitor analogs, status of34.5kV feeder /capacitor breakers /relay fail alarms,etc.and require Binary Output controls and/or Analog Output signals for ramping down generation). Connection requires one (1)SEL FOT on each end of fiber (one at POI Switching Station data concentrator and one at Collector Substation RTU). c.Collector Substation RTUlData Concentrator to be capable ofserial (RS232IDB9S)DNP3 slave connection (for PageA-3 Staff_PR_069 Attachment A Page 80 of 110 connection back to POI Switching Station SMP via FaT and fiber)and capable of "port"powering the SEL FaT. d.Terminate all field va connections required to provide data and control in accordance with safe system operation and in compliance with the Large Generation Interconnection Agreement. e.Jointly perform with the Transmission Provider final checkout and testing/commissioning of the interconnection line protection,control and metering systems that interface between the Transmission Provider's POI Switching Station and the Interconnection Customer's Collector Substation. ix.Conduit Requirements: a.Design,procure,install and own the raceways for the fiber runs between the Interconnection Customer's Collector Substation and the Transmission Provider's POI Switching Station based on design data supplied by the Transmission Provider.. x.Fiber Requirements: a.Design,procure,install and own the necessary splice boxes,splice vaults,raceway conduit,patch panels and racks required for terminating the fiber cable installed between the Interconnection Customer's Collector Substation control building and the Transmission Provider's POI Switching Station Terminal Closure (located in a 444-LA vault at the base ofthe dead end structure or near the perimeter ofthe POI Switching Station). b.Design,procure,install,terminate and own the fiber optic cable from the Interconnection Customer's Collector Substation control building to the Transmission Provider's POI Switching Station to a 444-LA vault near the perimeter ofthe POI Switching Station. c.Terminate the fiber cable installed between the Interconnection Customer's Collector Substation control building and the Transmission Provider's POI Switching Station Terminal Closure and perform continuity and final testing to ensure installation meets specifications and standards provided by Transmission Provider. PageA-4 Staff_PR_069 Attachment A Page 81 of 110 (b)Transmission Provider's Interconnection Facilities: I.Construct Point oflnterconnection (POI)230 kV Switching Station [Section 7.3 of the Interconnection Facilities Study) a.Design/Procure/Install Single Bay Position (Interconnection to Interconnection Customer's Collector Substation)at the Point of Interconnection (PO!)230 kV Switching Station,including Protection Relaying,Metering,Communications and Energy Management Systems Updates [Section 7.3.2 ofthe Interconnection Facilities Study] ii.Communications Requirements: a.Data communication for the telemetering between the Transmission Provider's POI Switching Station and any utility System Operating Control Center (SOCC)center,is to be provided by the Interconnection Customer. b.(2)-4W Data Cards -7 For connection ofPO!Switching Station Data Concentrator to Transmission Provider's control centers (SOCC &BUCC). c.(1)-2W POT Card -7 For station phone to be used for Engineering access to relays and for MV90 Access to IC Meters via a SLSS. d.(2)-2W Data Card -7 For connection ofRFL Tone Gear (for AGC)to Transmission Provider's control centers (SOCC &BUCC). iii.Energy Management System (EMS)Requirements: a.The Interconnection Customer will be responsible for all costs associated with the updating and modification of the Transmission Provider's EMS databases (including software vendor licensing fees),scheduling systems, displays,alarms and mapboards associated with the integration ofthe Interconnection Customer's Wind Power Plant generator. b.Energy Management Systems Databases I.Model the physical transmission devices for the Interconnection Customer's Wind Power Plant generator in the EMS SCADA (Supervisory Control and Data Acquisition)and Networking databases. These devices include,but are not limited to;circuit breakers,air break switches,disconnects,PT's and the like.The associated alarms will also be modeled in the PageA-5 Staff_PR_069 Attachment A Page 82 of 110 SCADA database.The alarms are generally defined by the Transmission Provider's Relay Department and include items such as relay watchdogs,relay operations, SF-6 monitors,loss ofpotential,control house door alarm and other various relay alarms.Line analog values including but not limited to three phase current reads,megawatt reads,megavar reads,kilovolt reads and fault location values will be added to the associated databases.Station analog values such as temperatures and frequency will be included.Controls on devices such as the circuit breakers will be added to the SCADA database.These controls should include trip and close controls. 2.Provisions shall be made such that a generation control signal may be sent from the Avista System Operator which will be capable of limiting plant output if required to maintain Bulk Electric System reliability. This signal shall independently directly control plant output. Page A-6 Staff_PR_069 Attachment A Page 83 of 110 c.Energy Management Systems Displays 1.Modify One-line and Generation displays as well as the mapboard in the Transmission Provider's SOCC control room and backup control room.The displays will show the Interconnection Customer's Wind Power Plant generator and interconnect breaker as well as metering values. a.Metering quantities include but are not limited to three phase currents,three phase voltages,instantaneous bi-directional megawatts,instantaneous bidirectional megavars,hourly megawatts delivered, hourly megawatts received and power factor. d.Inter-Control Center Communications Protocol (lCCP) Databases 1.Modify the Open Access Gateway Model database so that other neighboring utility entities such as the WECC Reliability Coordinator can "see"this information via the ICCP protocol. e.Historical Databases 1.Modify the OSlsoft PI (plant Information)database so that the metering values for the Wind Power Plant generation will be stored historically. f.OATI Scheduling System 1.Update the OAT!scheduling system to include the hourly metering values associated with the Wind Power Plant generator.These values are passed from the SCADA system to the scheduling system at least hourly.The scheduling system provides the information used in the accounting ofthe energy transactions. Page A-7 Staff_PR_069 Attachment A Page 84 of 110 iv.Metering Requirements: a.Install revenue class metering (i.e.interchange metering) on the 230 kV line position to the Interconnection Customer's Collector Substation. b.Connect IC Meterls to dedicated metering accuracy class CT's on the 230 kV line position to the Interconnection Customer's Collector Substation. c.Install RFL Tone Gear as part onc Metering package (for AGC). d.Connect meters to data concentrator for DNP polling (for AGC). v.Meter Communication Requirements: a.Telemetered Data Requirements: I.The RS485 port on the meterls is strictly for internal Transmission Provider use. 2.DNP protocol will be used for data transmission on the RS485 port of the revenue meter. 3.Metered metrics extracted from the revenue meter include:Delivered &Received MWH,Instantaneous ± MW,Instantaneous ±Mvar,Instantaneous Phase "A" Volts &Amps,Instantaneous Phase "B"Volts &Amps and Instantaneous Phase "c"Volts &Amps (also see EMS Requirements). b.Phone Modem Data Requirements: 1.The revenue meter will be equipped with an internal dial-up phone modem. 2.Appropriate phone communication conductors will be required to the meter. 3.A dial-up modem and a SLSS (Substation Line Sharing Switch)are required at the control house. c.Special Programming Requirements: 1.Bi-directional metering will be required at the billing metering point. 2.Transformer loss compensation will not be required. Page A-8 Staff_PR_069 Attachment A Page 85 of 110 d.Meter Testing Requirements: 1.The revenue meter will be fully tested (per Transmission Provider requirements)prior to installation and will be recertified for accuracy on a minimum bi-annual basis.The Interconnection Customer will be responsible for all costs associated with the re-certification. e.Instrument Transformer Requirements: 1.Voltage Transformers (PTsNTs) a.The metering VTs/PTs should be ofsufficient ratio to supply 120 VAC to the potential metering circuits inside the watt-hour meter. b.A secondary winding dedicated to revenue metering only. c.Accuracy class to be±0.15%at all typical PT "Standard Burdens"with the exception of "ZZ".A "ZZ"rating is desirable but not mandatory. d.If 0.15%potential transformers are available they must be used;if not available then ±0.3%may be used,however,the Transmission Provider must be notified prior to purchase. e.A "Thermal"rating ofat least 2 kVA. 2.Current Transformers (CTs) a.Current ratio: 1.To be ofsufficient ratio to supply at least 5 amps of secondary current to the metering elements when the Wind Power Plant generator is operating at its normal capacity. b.Accuracy class to be ±0.15%through a burden rating of 1.8 n or higher. 1.If 0.15%current transformers are available they must be used;ifnot available then ±0.3%may be used,however,the Transmission Provider must be notified prior to purchase. PageA-9 Staff_PR_069 Attachment A Page 86 of 110 i.During periods of reverse flow,when the plant is receiving power from the grid, the current passing through the current transformers will be minimal.It is therefore imperative that the most accurate instrument transformers are employed. 2.If 0.15%CTs are not available at "burden rating"of at least 1.8 ohms,then CTs with a "burden"rating of0.9 ohms may be used upon approval ofthe Transmission Provider. I.Approval will depend upon the length of the secondary CT leads. 3.±0.15%CTs must have arating of at least ± 0.3%accuracy at 5%rated current.A rating of± 0.15%accuracy at 1%rated current is preferred. 3.Instrument Transformer Testing: a.All instrument transformers will be fully tested at the Transmission Provider's meter shop prior to installation. b.All instrument transformers will be tested "On Site" (per Transmission Provider requirements)at six­ year intervals.The Interconnection Customer will be responsible for all costs associated with these tests. 1.Further Considerations -Instrument Transformer Testing -Installation of bypasses. 2.It may be prudent to design and install operational bypasses on all instrument transformers. 3."On-Site"instrument transformer testing will be required at six year intervals.Prior to testing,all instrument transformers must be isolated and disconnected from the circuit with the appropriate clearances taken.Ifcircuit bypasses are not installed,shutdowns may be required that could result in lost revenue.The average "shut down"is approximately six hours. Page A-IO Staff_PR_069 Attachment A Page 87 of 110 4.Ifthe instrument transformers are to be located inside the Transmission Provider's POI Switching Station,the design and construction ofthe circuit bypasses would be the responsibility of the Transmission Provider,but all costs would be borne by the Interconnection Customer. f.Ownership and Responsibility Requirements: a.The Interconnection Customer will pay for the cost ofthe instrument transformers and their installation. b.Only the billing meter will be connected to the secondary windings dedicated to the revenue metering. c.The Transmission Provider will retain ownership of all instrument transformers. 1.The Transmission Provider will provide maintenance and testing of all instrument transformers,paid for by the Interconnection Customer. d.The Transmission Provider will own,operate and maintain all metering hardware from the primary terminals ofthe instrument transformers. 1.The cost ofthe metering hardware and its installation,including but not limited to the meters,instrument transformers,enclosures, communication devices and wiring will be the responsibility ofthe Interconnection Customer. Page A-l1 Staff_PR_069 Attachment A Page 88 of 110 2.Network Upgrades: (a)Network Upgrades: 1.Construct New 230 kV Switching Station Tap [Section 7.1 of the Interconnection Facilities Study) a.Construct a 230 kV Tap 32.3 electrical miles south ofAvista's Benewah 23011 15 kV substation [Section 7.1.1 ofthe Interconnection Facilities Study] I.Obtain and/or update all necessary permits,lands,Rights of Way and easements required for the construction and continued maintenance ofthe Transmission Provider's 230kV Tap ofthe Benewah-Shawnee Double Circuit 230kVII 15kV Transmission Line into the Point ofInterconnection (POI)230kV Switching Station. 11.The Transmission Provider shall be responsible to engineer, procure and construct the 230 kV Tap of the Benewah­ Shawnee 230kVII15kV Double Circuit Transmission Line. 1.Two (2)230 kV/I 15kV Specialty Dead-End Drop Structures interset within the existing Benewah­ Shawnee 230kV/115kV Double Circuit Transmission Line alignment. 2.Two (2)1590 ACSS "Lapwing"230 kV slack spans (strain bus)into the Point ofInterconnection (POI) 230kV Switching Station. 3.ModifY the existing Benewah-Shawnee Double Circuit 230kVII 15kV Transmission Line Optic Ground Wire (OPGW)to allow for a splice location on one of the two Specialty Dead-End Drop Structures. b.DesignlProcure/Install Line Relaying Packages at the Avista owned Benewah 230 kV Substation and the Avista owned Shawnee kV Substation to coordinate with the Transmission Provider's Point of Interconnection (POI)Switching Station [Section 7.1.2 ofthe Interconnection Facilities Study] i.Benewah Substation Line Relaying: I.The Transmission Provider will install and own the line-relaying package for the Benewah Substation to POI Switching Station 230 kV line. Page A-12 Staff_PR_069 Attachment A Page 89 of 110 a.The line relaying package will consist ofrelays that will provide potential overreaching transfer trip,step distance and directional overcurrent protection,reclosing,breaker failure and fault locating. b.Update line relay settings at the Benewah Substation. ii.Shawnee Substation Line Relaying: 1.The Transmission Provider will install and own the line-relaying package for the Shawnee Substation to POI Switching Station 230 kV line. a.Coordinate for the update ofline relay settings at the Shawnee Substation. 2.Construct Point ofInterconnection (POI)230 kV Switching Station [Section 7.3 of the Interconnection Facilities Study] a.DesigniProcure/Insta1l3-Position Ring Bus Type Point of Interconnection (POI)230 kV Switching Station (2 of3 Bay Positions) with Interconnection Facilities to the Benewah-Shawnee 230 kV Transmission Line [Section 7.3.1 ofthe Interconnection Facilities Study] I.Obtain all necessary permits,lands,Rights ofWay and easements required for the construction and continued operation and maintenance ofthe new POI Switching Station. All easements and permits will be recorded in the name ofthe Transmission Provider.The minimum land dimensions for the Switching Station property is 350'x 350'and the Switching Station will be owned and operated by the Transmission Provider. 11.The soil and subsoil characteristics provided by the Interconnection Customer will be used for the design of the electrical facilities.Switching Station ground material will be installed to provide proper grounding for all electrical equipment,steel structures and fence.All air break switches will have a grounded switching platform,for operator protection. iii.The construction ofall facilities inside ofthe Transmission Provider's property will be done internally or by a Transmission Provider Contractor.The Transmission Provider will provide all supervision of engineering and construction. PageA-13 Staff_PR_069 Attachment A Page 90 of 110 IV.The Transmission Provider will be responsible for operating and maintaining all equipment located inside the POI Switching Station. v.Line Relaying Requirements: I.The Transmission Provider will design,install and own the line relaying at the POI Switching Station protecting the 230 kV line positions to Benewah and Shawnee Substation. a.The 230 kV line relaying will consist of the Transmission Provider's standard SEL­ 4211311L relay package for transmission lines. vi.Supervisory Control and Data Acquisition Requirements I.The Transmission Provider will install and own the POI Switching Station Data Concentrator (SMP 16/SG). 2.The Transmission Provider will connect the SMP to the POI Switching Station lED's (i.e.relays,meters,etc.). 3.The SMP will control and have open/close status indication ofthe Transmission Provider's 230 kV breakers. 4.The SMP will also gather telemetry (i.e.analog voltages,currents,fault distances,etc.)from the line relays and IC meters. 5.Substation alarms/status/analogs will be locally displayed in the POI Switching Station via a HMI touch screen. 6.The SMP will be time-synchronized via a local GPS receiver. Vll.Special Protection Scheme Requirements: I.Remedial Action Scheme not required (on POI Switching Station line positions to Benewah or Shawnee Substation). 2.Overload Mitigation Scheme not required (on POI Switching Station line positions to Benewah or Shawnee Substation). PageA-14 Staff_PR_069 Attachment A Page 91 of 110 viii.Communication Requirements: I.The transmission provider will install and own the POI switching station GE Junglemux OC3 Sonet communications Node. 2.The transmission provider will provide the connection from the node to the line relays,data concentrator, phone and telemeter each. ix.Benewah-Shawnee 230 kV Transmission Line Tapping I.The Transmission Provider will design,procure and install the required modifications to accommodate the interconnection ofthe 230 kV POI Switching Station. The design is to cut the line at the location ofthe POI Switching Station,install two dead-end structures,tap both lines into the Switching Station,and then connect to the Switching Station dead-end structures.The Transmission Provider shall provide all labor and materials for the following: a.Two (2)230 kV/I 15kV Specialty Dead-End Drop Structures interset within the existing Benewah-Shawnee 230kV/I 15kV Double Circuit Transmission Line alignment. b.Two (2)1590 ACSS "Lapwing"230 kV slack spans (strain bus)into the Point of Interconnection (POI)230kV Switching Station. c.ModifY the existing Benewah-Shawnee Double Circuit 23OkV/l 15kV Transmission Line Optic Ground Wire (OPGW)to allow for a splice location on one ofthe two Specialty Dead-End Drop Structures. (b)Other Network Upgrades: None 3.Distribution Upgrades: None PageA-15 Staff_PR_069 Attachment A Page 92 of 110 4.Estimated Costs: (a)Direct Assigned Transmission Provider Interconnection Facilities Costs: Point ofInterconnection Switching Station -engineering,design,procurement and construction for (1)bay position,metering, communications,protection and control [estimated cost $1,868,377] Total Estimated Direct Assigned Costs -$1,868,377 (b)Network Upgrades: Relaying at Avista's 230 kV Benewah Substation to POI and at Avista's 230 kV Shawnee Substation to POI -engineering,design,procurement and installation [estimated cost $300,000] Transmission line tap on the Benewah -Shawnee 230 kV line to POI­ engineering,design,permitting,procurement and construction. [estimated cost $429,000] Point ofInterconnection Switching Station -permitting,engineering,design, procurement and construction of (2)bay positions,metering,communications, protection and control [estimated cost $3,022,576] Total Estimated Network Upgrade Costs -$3,751,576 5.Cost Responsibilities: (a)Direct Assigned Transmission Provider Interconnection Facilities Costs: Costs for the Direct Assigned Transmission Provider Interconnection Facilities will be the responsibility ofthe Interconnection Customer,and will be accumulated during the construction ofthe project and billed upon completion in accordance with Article 12. (b)Network Upgrades: Transmission Provider intends to fund the construction ofthe Network Upgrades, and will not provide Interconnection Customer with Transmission Credits per Article 11.4. 6.Form of Security: As provided for in Article 11.5,Transmission Provider will require a Letter of Credit. Letter of Credit shall mean an irrevocable standby letter of credit in a form reasonably Page A-16 Staff_PR_069 Attachment A Page 93 of 110 acceptable to Transmission Provider as outlined below,naming Transmission Provider as the party entitled to demand payment and present draw requests thereunder that: (a)are issued by a Qualified Institution;by its terms,permits Transmission Provider to draw up to the face amount thereof for the purpose ofpaying any and all amounts owing by Interconnection Customer hereunder; (b)ifissued by a foreign bank with a U.S.branch,permits Transmission Provider to draw upon the U.S.branch; (c)for costs ofTransmission Provider's Interconnection Facilities,the Letter of Credit shall remain in place until at least six months after Final Invoicing,as defined in Article 12.2 of this Agreement.If on or following the sixtieth (60th) day prior to the expiration date ofsuch Letter of Credit:(i)the expiration date is less than six months after Final Invoicing,and (ii)Transmission Provider has not received from the issuing bank an amendment extending the expiration date ofthe Letter ofCredit,or has not been provided a replacement Letter of Credit from a Qualified Institution in substantially the same form as the existing Letter of Credit,then Transmission Provider shall be permitted to draw on the Letter of Credit up to the face amount ofthe Letter ofCredit in accordance with the terms and conditions of such Letter ofCredit.The Letter of Credit will be reduced on a dollar-for-dollar basis for payments made to Transmission Provider for these purposes. (d)for costs ofNetwork Upgrades,the Letter ofCredit shall remain in place until the Commercial Operation Date of the Generating Facility.If on or following the sixtieth (60th)day prior to the expiration date ofsuch Letter of Credit:(i)the Generating Facility has not reached Commercial Operation;and (ii)Transmission Provider has not received from the issuing bank an amendment extending the expiration date ofthe Letter of Credit,or has not been provided a replacement Letter ofCredit from a Qualified Institution in substantially the same form as the existing Letter ofCredit,then Transmission Provider shall be permitted to draw on the Letter ofCredit up to the face amount ofthe Letter of Credit in accordance with the terms and conditions ofsuch Letter of Credit.The Letter of Credit will be reduced on a dollar-for-dollar basis for payments made to Transmission Provider for these purposes. Upon the occurrence of a Letter ofCredit Default,Interconnection Customer shall deliver a substitute Letter ofCredit (in a form acceptable to Transmission Provider)to Transmission Provider in an amount at least equal to that of the Letter of Credit to be replaced on or before the tenth (10th)Business Day after written demand by Transmission Provider. Letter of Credit Default shall mean any of the following with respect to a Letter of Credit: (a)the issuer ofthe Letter of Credit fails to meet the standards for a Letter ofCredit Page A-I? Staff_PR_069 Attachment A Page 94 of 110 contained in the definition ofLetter of Credit; (b)the issuer of the Letter ofCredit fails to comply with or perform its obligations under the Letter of Credit; (c)the issuer of the Letter ofCredit disaffirms,disclaims,repudiates or rejects,in whole or in part,or challenges the validity of,the Letter ofCredit; (d)the issuer of the Letter ofCredit fails to honor a properly documented request to draw on the Letter ofCredit;or (e)the issuer ofthe Letter of Credit becomes bankrupt. In all cases,the costs and expenses (including but not limited to the reasonable costs, expenses,and attorney's fees ofTransmission Provider)of establishing,renewing, substituting,canceling,increasing and reducing the amount of(as the case may be)one or more Letters ofCredit shall be borne by the Interconnection Customer. Moody's shall mean Moody's Investor Services,Inc.,or its successor. Qualified Institution shall mean a United States commercial bank,or if a foreign bank, having a domestic branch in the United States that can issue Letters of Credit;and such issuing bank shall have a Credit Rating on its long-term senior unsecured debt of at least "A-"by S&P and "A3"by Moody's. S&P shall mean the Standard &Poor's Rating Group (a division of McGraw-Hill,Inc.), or its successor. Page A-IS Staff_PR_069 Attachment A Page 95 of 110 Appendix B to LGIA Milestones The Interconnection Customer and the Transmission Provider mutually agree to the following dates: •Date by which the Interconnection Customer must provide security to the Transmission Provider in accordance with Article 11.5:June 30,2011 •Date by which Transmission Provider must receive written authorization from the Interconnection Customer to proceed with design and procurement,currently estimated to be $1,554,500:June 30,2011 •Date by which Transmission Provider must receive written authorization from the Interconnection Customer to proceed with initial project construction,consisting of mechanical and electrical work currently estimated to be $867,900:June 30,2011 •Date by which Transmission Provider must receive written authorization from the Interconnection Customer to proceed with full project construction:October 31,2011 •Date by which the Interconnection Customer shall complete the Interconnection Customer Interconnection Facilities,as defined in Appendix A,l(a)(I)(a)(i):August 1, 2011 •Date by which Transmission Provider and Interconnection Customer must complete and execute Road and Site Access and Maintenance Agreementl:August 1,2011 •Date Transmission Provider must tender Temporary Transmission and Communication Facilities Agreement:October 1,2011 •Date Interconnection Customer must return an executed copy of the Temporary Transmission and Communication Facilities Agreement:November 1,2011 •Interconnection Customer's Interconnection Facilities In-Service Date:May 30,20122 •Completion of Temporary Transmission and Communication Interconnection Facilities (provided for under separate agreement)to facilitate temporary connection with the Transmission Provider's Transmission System:June 30,20122 1Agreement providing Transmission Provider with access to the Thornton 230 kV Switching Station construction site prior to transfer ofproperty ownership Page B-1 Staff_PR_069 Attachment A Page 96 of 110 •Initial Synchronization Date -Interconnection Customer able to commence Trial Operation:June 30,20122 •Transmission Provider's Interconnection Facilities In-Service Date:November 15,2012 •Transmission Provider's Network Upgrades In-Service Date:November 15,2012 •Commercial Operation Date:November 15,20123 Construction Option Selected by Interconnection Customer: X Standard Option o Alternate OptionoOptiontoBuild o Negotiated Option The milestones provided above that are the responsibility ofthe Interconnection Customer are to be considered binding.Any missed deadline for a milestone on the part of the Interconnection Customer may result in suspension of work by the Transmission Provider until such time as the milestone is completed and will create a delay in Transmission Provider's ability to meet succeeding milestones equal to or greater than the number ofdays by which the milestone was missed. 2 Milestone dependent upon completion ofTemporaryTransmission and Communication Interconnection Facilities.Parties must execute an agreement for construction of temporary facilities to meet the Initial Synchronization Date.This agreement shall require the Interconnection Customer to complete all Interconnection Customer Interconnection Facilities and specify the co"nstruction ofcertain temporary facilities by the Interconnection Customer,which shaJl include aJl230 kV shoo-fly transmission facilities,and certain facilities hy the Transmission Provider.Connection ofthe Temporary Transmission and Communication Interconnection will require an outage on the Transmission Provider's Benewah-Shawnee 230 kV Transmission Line during which electrical and fiber optic connections can be made.Such outage must be coordinated through Transmission Provider's operations staffand mayor may not be able to be scheduled during certain periods.Outage scheduling on this line is normally limited to before July I and after September I each year due to system conditions.In meeting its milestones for connection ofthe Temporary Transmission and Communication IntercOIUlection Facilities,Interconnection Customer shall plan to operate within the Transmission Provider's outage scheduling constraints. 3 Prior to Commercial Operation Date,Transmission Provider requires an outage ofthe Interconnection Facilities of approximately two days to disconnect temporary facilities and place Network Upgrades and Transmission Provider's Intercormection Facilities in service. Page B-2 Staff_PR_069 Attachment A Page 97 of 110 The following checklist is provided as a template to track ongoing LGIA activities and is will not be included as executed in the fmal LGIA: Within 15 business days from receipt of final LGIA Interconnection Customer shall provide one ofthe following: D (A)reasonable evidence that continued Site Control or D (B)posting of $250,000 non -refundable additional security,which shall be applied toward future construction costs. Interconnection Customer also shall provide reasonable evidence that one or more of the following milestones in the development ofthe Large Generating Facility,at Interconnection Customer election,has been achieved: D (i)the execution of a contract for the supply or transportation of fuel to the Large Generating Facility; D (ii)the execution of a contract for the supply ofcooling water to the Large Generating Facility; D (iii)execution of a contract for the engineering for,procurement of major equipment for,or construction of,the Large Generating Facility; D (iv)execution of a contract for the sale of electric energy or capacity from the Large Generation Facility;or D (v)application for an air,water,or land use permit. Page B-3 Staff_PR_069 Attachment A Page 98 of 110 Appendix C to LGIA Interconnection Details 1.Large Generating Facility Details The proposed generator and interconnection information includes: o Project Name -Palouse Wind,LLC o Nameplate Size (Rating)-104 MW o Maximum Generation Injection at Point of Interconnection -100 MW o Generator Type -Wind o Interconnection Type -Energy Resource o Location -Four miles directly south of Rosalia,Washington and four miles directly east from Avista's Benewah-Shawnee 230 kV Transmission Line;approximately 32.5 electrical miles south ofthe Benewah 230/115 kV Substation. o Facilities -65 GE 1.6 MW Minimum Power Factor -0.95 leading and 0.95 lagging at the Point of Interconnection o Point of Change of Ownership -The point in Avista's Thornton 230 kV Switching Station at the dead-end getaway structure where the Interconnection Customer's 230 kV transmission line facilities and Avista's 230 kV facilities are connected. 2.Ancillary Services The Parties acknowledge that pursuant to the Tariff,Avista is not required or obligated to provide certain ancillary services to transmission customers and/or generators not serving load within Avista's Control Authority.If such services are required by the Interconnection Customer,they will be provided under a Transmission Services agreement. Data Requirements to Provide Ancillary Services.Should the Interconnection Customer or owner,operator or scheduler of the Generating Facility,choose to take ancillary services from the Transmission Provider or Avista Control Area,additional data will need to be collected from the Interconnection Customer and may be provided to the Avista department responsible for resource scheduling in accordance with CFR 358.7(c) [April 1,2010 edition].This data will be provided in aggregate with all third party generation plants located within and taking ancillary services from the Avista Control Area. 3.Service Provided to Interconnection Customer when Generating Facility is Offline Interconnection Customer shall make all appropriate arrangements to accommodate any power requirements for the Generating Facility that are not self-provided.Any power that flows to the Interconnection Customer at the Point ofDelivery shall be accounted for under separate retail service arrangement between Avista and the Interconnection Customer. 4.Specific Operating Requirements Page Col Staff_PR_069 Attachment A Page 99 of 110 (a)Additional Transmission Provider Requirements under Article 9.1: Applicable Reliability Standards shall include,but not be limited to,Regional Reliability Standards,for example the WECC Automatic Voltage Regulators (AVR)Standard. Please note that the National and Regional Reliability Councils have been changed to National and Regional Reliability Organizations. (b)Additional Transmission Provider Requirements under Article 9.4: Notification ofChange in Generation Level -Whenever generation changes by an amount greater than or equal to five (5)megawatts,Interconnection Customer shall immediately notifY Avista's transmission operator at the phone number provided below unless otherwise instructed.Such notification shall be given for both planned and unplanned changes in generation levels.Avista Transmission Operator Phone:509-495-4934. Notification of Change of Generation On-Line/Off-Line Status -Interconnection Customer shall notifY Avista's transmission operator at the phone number provided above as to when a Generating Facility is going off-line and as to when such Generating Facility will be coming online.Reasons for either event must be provided.At least 48 hours advance notification shall be given for planned events. For unplanned events,notification will be given as soon as possible. Voltage and Frequency Response -Each interconnected generating unit of the Generating Facility shall be capable,at all times (including during an electric disturbance),of continuous operation at 0.95 to 1.05 per unit (pu)voltage of nominal voltage (230 kY),as measured at the Point of Interconnection,and at a frequency of 59.5 to 60.5 Hz,and shall be kept online and in operation during frequency deviations beyond the range of 59.5 to 60.5 Hz to the extent required by the Applicable Reliability Standards.Normal operation shall be at a frequency of 60 Hz. (c)Additional Transmission Provider Requirements under Article 9.6.1: See Appendix G for additional details for wind generators.The Interconnection Customer shall operate at a given voltage per a voltage schedule provided by Avista. (d)Additional Transmission Provider Requirements under Article 9.8: Whenever disconnecting an interconnected generating unit of the Generating Facility from Avista's Transmission System,the Interconnection Customer shall perform such disconnection in accordance with Good Utility Practice and in compliance with Avista's transmission facility clearance procedures as may be amended,reasonably and without discrimination to the Interconnection Customer, by Avista in its sole discretion from time to time.Any switching personnel involved in reconnecting such generating unit to Avista's Transmission System shall be on the Avista's list of qualified switching personnel.If Avista amends its Page C-2 Staff_PR_069 Attachment A Page 100 of 110 transmission facility clearance procedures,it shall notifY the Interconnection Customer as soon as practicable thereafter. 5.Additional Requirements of the Interconnection Customer: (a)Permanent Access Road I.The Permanent Access Road is defined as the road that will connect the existing county road to the Substation Site.The Interconnection Customer and Transmission Provider will agree on the .specific location of the Permanent Access Road. 2.Palouse Wind will be responsible for all costs and work associated with the construction ofthe Permanent Access Road. 3.All work on the Permanent Access Road shall meet all reasonable approved Transmission Provider grading specifications,based on the Permanent Access Road's geotechnical engineering report.Approved Avista grading specifications will be provided to the Interconnection Customer upon the completion of the Permanent Access Road's geotechnical engineering report. 4.All work on the Permanent Access Road shall meet any and all local,state and federal laws and regulations. 5.The Interconnection Customer is responsible for the cost and acquisition of the permanent easement in which the Permanent Access Road will be built. a.The Interconnection Customer is responsible for insuring that the landowner grants an easement to both the Transmission Provider and the Interconnection Customer as individual companies giving them use of the Permanent Access Road. b.The Interconnection Customer and Transmission Provider will execute an agreement that reflects the Transmission Provider having permanent use of the Permanent Access Road once the actual parcel is identified. c.Both the Interconnection Customer and Transmission Provider will be responsible for upkeep and maintenance of the easement.The costs of upkeep and maintenance shall be shared equally under and agreed upon maintenance schedule.Road ownership and maintenance schedule will be an agreed to milestone in Appendix B ofthis Agreement. 6.Interconnection Customer must secure insurance and indemnify Avista for all work associated with the Permanent Access Road construction,in accordance with Article 18 ofthis Agreement. Page C-3 Staff_PR_069 Attachment A Page 101 of 110 (b)Substation Site 1.The Substation Site is defined as the site in which the Point of Interconnection switching station will reside.The exact location ofthe Substation Site is to be determined by the Interconnection Customer however,the legal description of the site location is Township TI N RI5E Section 4. 2.Interconnection Customer will be responsible for all costs and work associated with the grading and prepping the Substation Site.All work on the Substation Site shall meet all reasonable approved Transmission Provider grading and fencing specifications,based on the Substation Site's geotechnical engineering report.Approved Avista grading and fencing specifications will be provided to the Interconnection Customer upon the completion of the Substation Site's geotechnical engineering report. 3.All work on the Substation Site shall meet any and all local,state and federal laws and regulations. 4.Interconnection Customer will be responsible for the initial cost and acquisition of the parcel of property,road construction,and new substation site work for this project.The costs associated with all eligible network upgrades,which include Transmission Provider's portion of the yard and Permanent Access Road construction,will be reimbursed pursuant to Article 11.4 of this Agreement.The network refunds or purchase cost will be based on Interconnection Customer's documented actual costs for these items. a.Interconnection Customer is responsible for insuring that Transmission Provider will hold title as Avista Corporation,a Washington corporation for our own tract within the Certificate of Survey. Interconnection Customer will separately hold title to their tract(s) within the Certificate of Survey. b.Interconnection Customer and Transmission Provider will execute,if needed,an agreement that will outline the type of rights both parties will have on the property c.Transmission Provider will be responsible for taxes on its parcel and Interconnection Customer will be responsible for taxes on its own parcel. 5.Interconnection Customer must secure insurance and indemnify Transmission Provider for all work associated with grading and prepping the Substation Site,in accordance with Article 18 of this Agreement. Page C-4 Staff_PR_069 Attachment A Page 102 of 110 Appendix D to LGIA Security Arrangements Details Infrastructure security of Transmission System equipment and operations and control hardware and software is essential to ensure day-to-day Transmission System reliability and operational security.FERC will expect all Transmission Providers,market participants,and Interconnection Customers interconnected to the Transmission System to comply with the recommendations offered by the President's Critical Infrastructure Protection Board and, eventually,best practice recommendations from the electric reliability authority.All public utilities will be expected to meet basic standards for system infrastructure and operational security,including physical,operational,and cyber-security practices. Staff_PR_069 Attachment A Page 103 of 110 Appendix E to LGIA Commercial Operation Date Notification by Interconnection Customer to Transmission Provider regarding Commercial Operation Date of specified Generating Facilities (generating units)of the Palouse Wind,LLC Large Generating Facility. [Date] Manager,Transmission Services Avista Corporation 1411 E.Mission Avenue Spokane,Washington 99202-1902 Re:Palouse Wind,LLC Large Generating Facility Dear [Title]: On [Date]Palouse Wind,LLC has completed Trial Operation of Unit No._.This letter confirms that Palouse Wind,LLC commenced Commercial Operation of Unit No._at the Palouse Wind,LLC Large Generating Facility,effective as of [Date plus one day]. Thank you. [Signature] [Interconnection Customer Representative] Staff_PR_069 Attachment A Page 104 of 110 Appendix F to LGIA Addresses for Delivery of Notices and Billings Notices: To Transmission Provider: Manager,Transmission Services Avista Corporation 1411 E.Mission Ave.,MSC-16 Spokane,Washington 99202-1902 To Interconnection Customer: Legal Department Palouse Wind,LLC c/o First Wind Energy,LLC 179 Lincoln Street Suite 500 Boston,MA 02111 Billings and Payments: To Transmission Provider: All payments to Transmission Provider shall be submitted via electronic funds transfer to the account specified on each invoice To Interconnection Customer: All payments to Interconnection Customer shall be submitted via electronic funds transfer or other specified means to the account specified on each invoice Alternative Forms of Delivery of Notices (telephone,facsimile or email): To Transmission Provider: Manager,Transmission Services Avista Corporation Telephone:509-489-0500 Email:transmission.services@avistacoro.com Page F-I Staff_PR_069 Attachment A Page 105 of 110 To Interconnection Customer: Legal Department general.counsel@firstwind.com Phone:617-960-2888 Fax:617-960-2889 Page F-2 Staff_PR_069 Attachment A Page 106 of 110 Appendix G to LGIA Interconnection Requirements for a Wind Generating Plant Appendix G sets forth requirements and provisions specific to a wind generating plant. All other requirements of this Agreement continue to apply to wind generating plant interconnections. A.Technical Standards Applicable to a Wind Generating Plant i.Low Voltage Ride-Through (LVRT)Capability A wind generating plant shall be able to remain online during voltage disturbances up to the time periods and associated voltage levels set forth in the standard below.The LVRT standard provides for a transition period standard and a post-transition period standard. Transition Period LVRT Standard The transition period standard applies to wind generating plants subject to FERC Order 661 that have either:(i)interconnection agreements signed and filed with the Commission,filed with the Commission in unexecuted form,or filed with the Commission as non-conforming agreements between January 1,2006 and December 31,2006,with a scheduled in-service date no later than December 31, 2007,or (ii)wind generating turbines subject to a wind turbine procurement contract executed prior to December 31,2005,for delivery through 2007. I.Wind generating plants are required to remain in-service during three­ phase faults with normal clearing (which is a time period of approximately 4 - 9 cycles)and single line to ground faults with delayed clearing,and subsequent post-fault voltage recovery to prefault voltage unless clearing the fault effectively disconnects the generator from the system.The clearing time requirement for a three-phase fault will be specific to the wind generating plant substation location,as detennined by and documented by the transmission provider.The maximum clearing time the wind generating plant shall be required to withstand for a three-phase fault shall be 9 cycles at a voltage as low as 0.15 p.u.,as measured at the high side of the wind generating plant step-up transformer (Le.the transformer that steps the voltage up to the transmission interconnection voltage or "GSU"),after which,if the fault remains following the location-specific normal clearing time for three-phase faults,the wind generating plant may disconnect from the transmission system. 2.This requirement does not apply to faults that would occur between the wind generator terminals and the high side of the GSU or to faults that would result in a voltage lower than 0.15 per unit on the high side of the GSU serving the facility. 3.Wind generating plants may be tripped after the fault period if this action is intended as part of a special protection system. Page G-l Staff_PR_069 Attachment A Page 107 of 110 4.Wind generating plants may meet the LVRT requirements of this standard by the performance of the generators or by installing additional equipment ~,Static VAr Compensator,etc.)within the wind generating plant or by a combination ofgenerator performance and additional equipment. 5.Existing individual generator units that are,or have been,interconnected to the network at the same location at the effective date ofthe Appendix G LVRT Standard are exempt from meeting the Appendix G LVRT Standard for the remaining life of the existing generation equipment. Existing individual generator units that are replaced are required to meet the Appendix G LVRT Standard. Post-transition Period LVRT Standard All wind generating plants subject to FERC Order No.661 and not covered by the transition period described above must meet the following requirements: 1.Wind generating plants are required to remain in-service during three­ phase faults with normal clearing (which is a time period ofapproximately 4 - 9 cycles)and single line to ground faults with delayed clearing,and subsequent post-fault voltage recovery to prefault voltage unless clearing the fault effectively disconnects the generator from the system.The clearing time requirement for a three-phase fault will be specific to the wind generating plant substation location,as determined by and documented by the transmission provider.The maximum clearing time the wind generating plant shall be required to withstand for a three-phase fault shall be 9 cycles after which,if the fault remains following the location-specific normal clearing time for three-phase faults,the wind generating plant may disconnect from the transmission system.A wind generating plant shall remain interconnected during such a fault on the transmission system for a voltage level as low as zero volts,as measured at the high voltage side ofthe wind GSU. 2.This requirement does not apply to faults that would occur between the wind generator terminals and the high side ofthe GSU. 3.Wind generating plants may be tripped after the fault period if this action is intended as part of a special protection system. 4.Wind generating plants may meet the LVRT requirements ofthis standard by the performance ofthe generators or by installing additional equipment ~,Static VAr Compensator)within the wind generating plant or by a combination ofgenerator performance and additional equipment. 5.Existing individual generator units that are,or have been,interconnected to the network at the same location at the effective date of the Appendix G LVRT Standard are exempt from meeting the Appendix G LVRT Standard for the remaining life of the existing generation equipment. Existing individual generator units that are replaced are required to meet the Appendix G LVRT Standard. ii.Power Factor Design Criteria (Reactive Power) A wind generating plant shall maintain a power factor within the range of 0.95 leading to 0.95 lagging,measured at the Point of Interconnection as defined in PageG-2 Staff_PR_069 Attachment A Page 108 of 110 this Agreement,if the Transmission Provider's System Impact Study shows that such a requirement is necessary to ensure safety or reliability.The power factor range standard can be met by using,for example,power electronics designed to supply this level of reactive capability (taking into account any limitations due to voltage level,real power output,etc.)or fixed and switched capacitors if agreed to by the Transmission Provider,or a combination of the two.The Interconnection Customer shall not disable power factor equipment while the wind plant is in operation.Wind plants shall also be able to provide sufficient dynamic voltage support in lieu of the power system stabilizer and automatic voltage regulation at the generator excitation system if the System Impact Study shows this to be required for system safety or reliability. iii.Supervisory Control and Data Acquisition (SCADA)Capability The wind plant shall provide SCADA capability to transmit data and receive instructions from the Transmission Provider to protect system reliability.The Transmission Provider and the wind plant Interconnection Customer shaH determine what SCADA information is essential for the proposed wind plant, taking into account the size of the plant and its characteristics,location,and importance in maintaining generation resource adequacy and transmission system reliability in its area. 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