Large Generator Interconnection Agreement

Proposed Revisions to the Pro Forma Large Generator Interconnection Agreement
Docket No. RM16-1-000

STANDARD LARGE GENERATOR
INTERCONNECTION AGREEMENT (LGIA)

TABLE OF CONTENTS
Page
Recitals ........................................................................................................................... - 1 Article 1.

Definitions ............................................................................................. - 2 -

Article 2.
2.1
2.2
2.3

2.4
2.5
2.6

Effective Date, Term,, and Termination .......................................... - 11 Effective Date ...................................................................................... - 11 Term of Agreement ............................................................................ - 12 Termination Procedures .................................................................... - 12 2.3.1 Written Notice ....................................................................... - 12 2.3.2 Default .................................................................................... - 12 Termination Costs .............................................................................. - 12 Disconnection ...................................................................................... - 13 Survival ............................................................................................... - 13 -

Article 3.
3.1

Regulatory Filings ............................................................................. - 14 Filing .................................................................................................... - 14 -

Article 4.
4.1

Scope of Service .................................................................................. - 14 Interconnection Product Options ..................................................... - 14 4.1.1 Energy Resource Interconnection Service.......................... - 14 4.1.1.1 The Product ............................................................ - 14 4.1.1.2 Transmission Delivery Service Implications ....... - 14 4.1.2 Network Resource Interconnection Service ....................... - 15 4.1.2.1 The Product ............................................................ - 15 4.1.2.2 Transmission Delivery Service Implications ....... - 16 Provision of Service ............................................................................ - 18 Performance Standards ..................................................................... - 18 No Transmission Delivery Service .................................................... - 18 Interconnection Customer Provided Services ................................. - 18 -

4.2
4.3
4.4
4.5
Article 5.
5.1

5.2
5.3

Interconnection Facilities Engineering, Procurement, & Construction
.............................................................................................................. - 18 Options ................................................................................................ - 18 5.1.1 Standard Option. .................................................................. - 18 5.1.2 Alternate Option ................................................................... - 19 5.1.3 Option to Build ...................................................................... - 19 5.1.4 Negotiated Option ................................................................. - 19 General Conditions Applicable to Option to Build ......................... - 20 Liquidated Damages .......................................................................... - 21 -i-

5.4
5.5
5.6
5.7
5.8
5.9
5.10

5.11
5.12
5.13
5.14
5.15
5.16
5.17

5.18
5.19

Article 6.
6.1
6.2
6.3
6.4

Power System Stabilizers ................................................................... - 22 Equipment Procurement ................................................................... - 23 Construction Commencement .......................................................... - 23 Work Progress .................................................................................... - 24 Information Exchange ....................................................................... - 24 Limited Operation .............................................................................. - 24 Interconnection Customer's Interconnection Facilities ('ICIF') ... - 24 5.10.1 Interconnection Customer's Interconnection Facility
Specifications ...................................................................................... - 24 5.10.2 Transmission Provider's Review ......................................... - 25 5.10.3 ICIF Construction ................................................................ - 25 Transmission Provider's Interconnection Facilities Construction - 26 Access Rights ...................................................................................... - 26 Lands of Other Property Owners ..................................................... - 26 Permits ................................................................................................ - 27 Early Construction of Base Case Facilities ...................................... - 27 Suspension ........................................................................................... - 27 Taxes .................................................................................................... - 28 5.17.1 Interconnection Customer Payments Not Taxable ........... - 28 5.17.2 Representations and Covenants .......................................... - 28 5.17.3 Indemnification for the Cost Consequences of Current Tax
Liability Imposed Upon the Transmission Provider ...................... - 29 5.17.4 Tax Gross-Up Amount ......................................................... - 30 5.17.5 Private Letter Ruling or Change or Clarification of Law - 30 5.17.6 Subsequent Taxable Events ................................................ - 31 5.17.7 Contests ................................................................................. - 31 5.17.8 Refund .................................................................................. - 32 5.17.9 Taxes Other Than Income Taxes ....................................... - 34 5.17.10 Transmission Owners Who Are Not Transmission Providers
.............................................................................................. - 34 Tax Status ........................................................................................... - 34 Modification ........................................................................................ - 34 5.19.1 General .................................................................................. - 35 5.19.2 Standards .............................................................................. - 35 5.19.3 Modification Costs ................................................................ - 35 Testing and Inspection ....................................................................... - 36 Pre-Commercial Operation Date Testing and Modifications ........ - 36 Post-Commercial Operation Date Testing and Modifications....... - 36 Right to Observe Testing ................................................................... - 36 Right to Inspect .................................................................................. - 36 - ii -

Article 7. Metering ..................................................................................................... - 37 7.1
General ................................................................................................ - 37 7.2
Check Meters ...................................................................................... - 37 7.3
Standards ............................................................................................ - 37 7.4
Testing of Metering Equipment ........................................................ - 37 7.5
Metering Data ..................................................................................... - 38 Article 8.
8.1
8.2
8.3

Communications ................................................................................. - 38 Interconnection Customer Obligations ............................................ - 38 Remote Terminal Unit ....................................................................... - 38 No Annexation .................................................................................... - 39 -

Article 9.
9.1
9.2
9.3
9.4
9.5
9.6

9.10

Operations ........................................................................................... - 39 General ................................................................................................ - 39 Control Area Notification .................................................................. - 39 Transmission Provider Obligations .................................................. - 39 Interconnection Customer Obligations ............................................ - 40 Start-Up and Synchronization .......................................................... - 40 Reactive Power ................................................................................... - 40 9.6.1 Power Factor Design Criteria .............................................. - 40 9.6.2 Voltage Schedules ................................................................. - 40 9.6.2.1 Governors and Regulators .................................... - 41 9.6.3 Payment for Reactive Power................................................ - 41 Outages and Interruptions ................................................................ - 42 9.7.1 Outages .................................................................................. - 42 9.7.1.1 Outage Authority and Coordination .................... - 42 9.7.1.2 Outage Schedules ................................................... - 42 9.7.1.3 Outage Restoration ................................................ - 43 9.7.2 Interruption of Service ......................................................... - 43 9.7.3 Under-Frequency and Over Frequency Conditions .......... - 44 9.7.4 System Protection and Other Control Requirements ....... - 44 9.7.4.1 System Protection Facilities .................................. - 44 9.7.5 Requirements for Protection ............................................... - 45 9.7.6 Power Quality ........................................................................ - 46 Switching and Tagging Rules ............................................................ - 46 Use of Interconnection Facilities by Third Parties ......................... - 46 9.9.1 Purpose of Interconnection Facilities.................................. - 46 9.9.2 Third Party Users ................................................................. - 46 Disturbance Analysis Data Exchange .............................................. - 47 -

Article 10.
10.1
10.2

Maintenance........................................................................................ - 47 Transmission Provider Obligations .................................................. - 47 Interconnection Customer Obligations ............................................ - 47 -

9.7

9.8
9.9

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10.3
10.4
10.5

Coordination ....................................................................................... - 47 Secondary Systems ............................................................................. - 47 Operating and Maintenance Expenses ............................................. - 48 -

Article 11. Performance Obligation ......................................................................... - 48 11.1
Interconnection Customer Interconnection Facilities .................... - 48 11.2
Transmission Provider's Interconnection Facilities ....................... - 48 11.3
Network Upgrades and Distribution Upgrades .............................. - 48 11.4
Transmission Credits ......................................................................... - 48 11.4.1 Repayment of Amounts Advanced for Network Upgrades ......
................................................................................................ - 49 11.5
Provision of Security .......................................................................... - 50 11.6
Interconnection Customer Compensation ....................................... - 51 11.6.1 Interconnection Customer Compensation for Actions During
Emergency Condition ........................................................................ - 51 Article 12.
12.1
12.2
12.3
12.4

Invoice ................................................................................................. - 51 General ................................................................................................ - 51 Final Invoice ....................................................................................... - 52 Payment ............................................................................................... - 52 Disputes ............................................................................................... - 52 -

Article 13.
13.1
13.2
13.3
13.4
13.5

13.6
13.7

Emergencies ........................................................................................ - 52 Definition ............................................................................................. - 52 Obligations .......................................................................................... - 53 Notice ................................................................................................... - 53 Immediate Action ............................................................................... - 53 Transmission Provider Authority..................................................... - 53 13.5.1 General .................................................................................. - 54 13.5.2 Reduction and Disconnection .............................................. - 54 Interconnection Customer Authority ............................................... - 55 Limited Liability................................................................................. - 55 -

Article 14.
14.1
14.2

Regulatory Requirements and Governing Law .............................. - 55 Regulatory Requirements .................................................................. - 55 Governing Law ................................................................................... - 55 -

Article 15.
15.1
15.2
15.3
15.4

Notices ................................................................................................. - 56 General ................................................................................................ - 56 Billings and Payments ........................................................................ - 56 Alternative Forms of Notice .............................................................. - 56 Operations and Maintenance Notice ................................................ - 56 - iv -

Article 16.

Force Majeure .................................................................................... - 57 -

Article 17.
17.1

Default ................................................................................................. - 57 Default ................................................................................................. - 57 17.1.1 General .................................................................................. - 57 17.1.2 Right to Terminate ............................................................... - 58 -

Article 18.
18.1

18.2
18.3

Indemnity, Consequential Damages and Insurance ....................... - 58 Indemnity ............................................................................................ - 58 18.1.1 Indemnified Person ............................................................. - 58 18.1.2 Indemnifying Party ............................................................. - 58 18.1.3 Indemnity Procedures ......................................................... - 59 Consequential Damages ..................................................................... - 60 Insurance ............................................................................................. - 60 -

Article 19.

Assignment .......................................................................................... - 62 -

Article 20.

Severability ......................................................................................... - 63 -

Article 21.

Comparability ..................................................................................... - 63 -

Article 22.
22.1

Confidentiality .................................................................................... - 63 Confidentiality .................................................................................... - 63 22.1.1 Term....................................................................................... - 64 22.1.2 Scope ...................................................................................... - 64 22.1.3 Release of Confidential Information .................................. - 64 22.1.4 Rights ..................................................................................... - 65 22.1.5 No Warranties ....................................................................... - 65 22.1.6 Standard of Care .................................................................. - 65 22.1.7 Order of Disclosure .............................................................. - 65 22.1.8 Termination of Agreement .................................................. - 65 22.1.9 Remedies ................................................................................ - 66 22.1.10 Disclosure to FERC, its Staff, or a State .......................... - 66 -

Article 23.

Environmental Releases..................................................................... - 67 -

Article 24.
24.1
24.2
24.3
24.4

Information Requirements ................................................................ - 68 Information Acquisition .................................................................... - 68 Information Submission by Transmission Provider ....................... - 68 Updated Information Submission by Interconnection Customer . - 68 Information Supplementation ........................................................... - 69 -

Article 25.
25.1

Information Access and Audit Rights .............................................. - 69 Information Access............................................................................. - 69 -v-

25.2
25.3
25.4

25.5

Reporting of Non-Force Majeure Events......................................... - 70 Audit Rights ........................................................................................ - 70 Audit Rights Periods .......................................................................... - 70 25.4.1 Audit Rights Period for Construction-Related Accounts and
Records ................................................................................................ - 70 25.4.2 Audit Rights Period for All Other Accounts and Records - 71 Audit Results....................................................................................... - 71 -

Article 26.
26.1
26.2
26.3

Subcontractors.................................................................................... - 71 General ................................................................................................ - 71 Responsibility of Principal ................................................................ - 71 No Limitation by Insurance .............................................................. - 71 -

Article 27.
27.1
27.2
27.3
27.4

Disputes ............................................................................................... - 72 Submission .......................................................................................... - 72 External Arbitration Procedures ...................................................... - 72 Arbitration Decisions ......................................................................... - 72 Costs .................................................................................................... - 73 -

Article 28.
28.1

Representations, Warranties, and Covenants ................................. - 73 General ................................................................................................ - 73 28.1.1 Good Standing ..................................................................... - 73 28.1.2 Authority ............................................................................... - 73 28.1.3 No Conflict ........................................................................... - 74 28.1.4 Consent and Approval ......................................................... - 74 -

Article 29.

Joint Operating Committee ............................................................... - 74 -

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

Miscellaneous ...................................................................................... - 75 Binding Effect ..................................................................................... - 75 Conflicts .............................................................................................. - 75 Rules of Interpretation ...................................................................... - 75 Entire Agreement ............................................................................... - 76 No Third Party Beneficiaries ............................................................ - 76 Waiver ................................................................................................. - 76 Headings .............................................................................................. - 76 Multiple Counterparts ....................................................................... - 76 Amendment ......................................................................................... - 77 Modification by the Parties ............................................................... - 77 Reservation of Rights ......................................................................... - 77 No Partnership ................................................................................... - 77 -

- vi -

Appendix A - Interconnection Facilities, Network Upgrades, and Distribution Upgrades
Appendix B – Milestones
Appendix C – Interconnection Details
Appendix D – Security Arrangements Details
Appendix E – Commercial Operation Date
Appendix F – Addresses for Delivery of Notices and Billings
Appendix G – Requirements of Generators Relying on Newer Technologies

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STANDARD LARGE GENERATOR INTERCONNECTION AGREEMENT

THIS STANDARD LARGE GENERATOR INTERCONNECTION
AGREEMENT ("Agreement") is made and entered into this ____ day of ___________
20__, by and between _______________________, a ____________________________
organized and existing under the laws of the State/Commonwealth of ________________
("Interconnection Customer" with a Large Generating Facility), and
__________________________________________, a ___________________________
organized and existing under the laws of the State/Commonwealth of ________________
("Transmission Provider and/or Transmission Owner"). Interconnection Customer and
Transmission Provider each may be referred to as a "Party" or collectively as the
"Parties."

Recitals
WHEREAS, Transmission Provider operates the Transmission System; and
WHEREAS, Interconnection Customer intends to own, lease and/or control and
operate the Generating Facility identified as a Large Generating Facility in 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 1 shall have the meanings
specified in the Article in which they are used or the Open Access Transmission Tariff
(Tariff).

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Article 1.

Definitions

Adverse System Impact shall mean the negative effects due to technical or
operational limits on conductors or equipment being exceeded that may compromise the
safety and reliability of the electric system.
Affected System shall mean an electric system other than the Transmission
Provider's Transmission System that may be affected by the proposed interconnection.
Affected System Operator shall mean the entity that operates an Affected
System.
Affiliate shall mean, with respect to a corporation, partnership or other entity,
each such other corporation, partnership or other entity that directly or indirectly, through
one or more intermediaries, controls, is controlled by, or is under common control with,
such corporation, partnership or other entity.
Ancillary Services shall mean those services that are necessary to support the
transmission of capacity and energy from resources to loads while maintaining reliable
operation of the Transmission Provider's Transmission System in accordance with Good
Utility Practice.
Applicable Laws and Regulations shall mean all duly promulgated applicable
federal, state and local laws, regulations, rules, ordinances, codes, decrees, judgments,
directives, or judicial or administrative orders, permits and other duly authorized actions
of any Governmental Authority.
Applicable Reliability Council shall mean the reliability council applicable to the
Transmission System to which the Generating Facility is directly interconnected.
Applicable Reliability Standards shall mean the requirements and guidelines of
NERC, the Applicable Reliability Council, and the Control Area of the Transmission
System to which the Generating Facility is directly interconnected.
Base Case shall mean the base case power flow, short circuit, and stability data
bases used for the Interconnection Studies by the Transmission Provider or
Interconnection Customer.
Breach shall mean the failure of a Party to perform or observe any material term
or condition of the Standard Large Generator Interconnection Agreement.

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Breaching Party shall mean a Party that is in Breach of the Standard Large
Generator Interconnection Agreement.
Business Day shall mean Monday through Friday, excluding Federal Holidays.
Calendar Day shall mean any day including Saturday, Sunday or a Federal
Holiday.
Clustering shall mean the process whereby a group of Interconnection Requests is
studied together, instead of serially, for the purpose of conducting the Interconnection
System Impact Study.
Commercial Operation shall mean the status of a Generating Facility that has
commenced generating electricity for sale, excluding electricity generated during Trial
Operation.
Commercial Operation Date of a unit shall mean the date on which the
Generating Facility commences Commercial Operation as agreed to by the Parties
pursuant to Appendix E to the Standard Large Generator Interconnection Agreement.
Confidential Information shall mean any confidential, proprietary or trade secret
information of a plan, specification, pattern, procedure, design, device, list, concept,
policy or compilation relating to the present or planned business of a Party, which is
designated as confidential by the Party supplying the information, whether conveyed
orally, electronically, in writing, through inspection, or otherwise.
Control Area shall mean an electrical system or systems bounded by
interconnection metering and telemetry, capable of controlling generation to maintain its
interchange schedule with other Control Areas and contributing to frequency regulation
of the interconnection. A Control Area must be certified by the Applicable Reliability
Council.
Default shall mean the failure of a Breaching Party to cure its Breach in
accordance with Article 17 of the Standard Large Generator Interconnection Agreement.
Dispute Resolution shall mean the procedure for resolution of a dispute between
the Parties in which they will first attempt to resolve the dispute on an informal basis.
Distribution System shall mean the Transmission Provider's facilities and
equipment used to transmit electricity to ultimate usage points such as homes and
industries directly from nearby generators or from interchanges with higher voltage
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transmission networks which transport bulk power over longer distances. The voltage
levels at which distribution systems operate differ among areas.
Distribution Upgrades shall mean the additions, modifications, and upgrades to
the Transmission Provider's Distribution System at or beyond the Point of
Interconnection to facilitate interconnection of the Generating Facility and render the
transmission service necessary to effect Interconnection Customer's wholesale sale of
electricity in interstate commerce. Distribution Upgrades do not include Interconnection
Facilities.
Effective Date shall mean the date on which the Standard Large Generator
Interconnection Agreement becomes effective upon execution by the Parties subject to
acceptance by FERC, or if filed unexecuted, upon the date specified by FERC.
Emergency Condition shall mean a condition or situation: (1) that in the
judgment of the Party making the claim is imminently likely to endanger life or property;
or (2) that, in the case of a Transmission Provider, is imminently likely (as determined in
a non-discriminatory manner) to cause a material adverse effect on the security of, or
damage to Transmission Provider's Transmission System, Transmission Provider's
Interconnection Facilities or the electric systems of others to which the Transmission
Provider's Transmission System is directly connected; or (3) that, in the case of
Interconnection Customer, is imminently likely (as determined in a non-discriminatory
manner) to cause a material adverse effect on the security of, or damage to, the
Generating Facility or Interconnection Customer's Interconnection Facilities. System
restoration and black start shall be considered Emergency Conditions; provided, that
Interconnection Customer is not obligated by the Standard Large Generator
Interconnection Agreement to possess black start capability.
Energy Resource Interconnection Service shall mean an Interconnection Service
that allows the Interconnection Customer to connect its Generating Facility to the
Transmission Provider's Transmission System to be eligible to deliver the Generating
Facility's electric output using the existing firm or nonfirm capacity of the Transmission
Provider's Transmission System on an as available basis. Energy Resource
Interconnection Service in and of itself does not convey transmission service.
Engineering & Procurement (E&P) Agreement shall mean an agreement that
authorizes the Transmission Provider to begin engineering and procurement of long leadtime items necessary for the establishment of the interconnection in order to advance the
implementation of the Interconnection Request.
Environmental Law shall mean Applicable Laws or Regulations relating to
pollution or protection of the environment or natural resources.
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Federal Power Act shall mean the Federal Power Act, as amended, 16 U.S.C. §§
791a et seq.
FERC shall mean the Federal Energy Regulatory Commission (Commission) or
its successor.
Force Majeure shall mean any act of God, labor disturbance, act of the public
enemy, war, insurrection, riot, fire, storm or flood, explosion, breakage or accident to
machinery or equipment, any order, regulation or restriction imposed by governmental,
military or lawfully established civilian authorities, or any other cause beyond a Party's
control. A Force Majeure event does not include acts of negligence or intentional
wrongdoing by the Party claiming Force Majeure.
Generating Facility shall mean Interconnection Customer's device for the
production of electricity identified in the Interconnection Request, but shall not include
the Interconnection Customer's Interconnection Facilities.
Generating Facility Capacity shall mean the net capacity of the Generating
Facility and the aggregate net capacity of the Generating Facility where it includes
multiple energy production devices.
Good Utility Practice shall mean any of the practices, methods and acts engaged
in or approved by a significant portion of the electric industry during the relevant time
period, or any of the practices, methods and acts which, in the exercise of reasonable
judgment in light of the facts known at the time the decision was made, could have been
expected to accomplish the desired result at a reasonable cost consistent with good
business practices, reliability, safety and expedition. Good Utility Practice is not
intended to be limited to the optimum practice, method, or act to the exclusion of all
others, but rather to be acceptable practices, methods, or acts generally accepted in the
region.
Governmental Authority shall mean any federal, state, local or other
governmental regulatory or administrative agency, court, commission, department, board,
or other governmental subdivision, legislature, rulemaking board, tribunal, or other
governmental authority having jurisdiction over the Parties, their respective facilities, or
the respective services they provide, and exercising or entitled to exercise any
administrative, executive, police, or taxing authority or power; provided, however, that
such term does not include Interconnection Customer, Transmission Provider, or any
Affiliate thereof.

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Hazardous Substances shall mean any chemicals, materials or substances defined
as or included in the definition of "hazardous substances," "hazardous wastes,"
"hazardous materials," "hazardous constituents," "restricted hazardous materials,"
"extremely hazardous substances," "toxic substances," "radioactive substances,"
"contaminants," "pollutants," "toxic pollutants" or words of similar meaning and
regulatory effect under any applicable Environmental Law, or any other chemical,
material or substance, exposure to which is prohibited, limited or regulated by any
applicable Environmental Law.
Initial Synchronization Date shall mean the date upon which the Generating
Facility is initially synchronized and upon which Trial Operation begins.
In-Service Date shall mean the date upon which the Interconnection Customer
reasonably expects it will be ready to begin use of the Transmission Provider's
Interconnection Facilities to obtain back feed power.
Interconnection Customer shall mean any entity, including the Transmission
Provider, Transmission Owner or any of the Affiliates or subsidiaries of either, that
proposes to interconnect its Generating Facility with the Transmission Provider's
Transmission System.
Interconnection Customer's Interconnection Facilities shall mean all facilities
and equipment, as identified in Appendix A of the Standard Large Generator
Interconnection Agreement, that are located between the Generating Facility and the
Point of Change of Ownership, including any modification, addition, or upgrades to such
facilities and equipment necessary to physically and electrically interconnect the
Generating Facility to the Transmission Provider's Transmission System.
Interconnection Customer's Interconnection Facilities are sole use facilities.
Interconnection Facilities shall mean the Transmission Provider's
Interconnection Facilities and the Interconnection Customer's Interconnection Facilities.
Collectively, Interconnection Facilities include all facilities and equipment between the
Generating Facility and the Point of Interconnection, including any modification,
additions or upgrades that are necessary to physically and electrically interconnect the
Generating Facility to the Transmission Provider's Transmission System.
Interconnection Facilities are sole use facilities and shall not include Distribution
Upgrades, Stand Alone Network Upgrades or Network Upgrades.
Interconnection Facilities Study shall mean a study conducted by the
Transmission Provider or a third party consultant for the Interconnection Customer to
determine a list of facilities (including Transmission Provider's Interconnection Facilities
and Network Upgrades as identified in the Interconnection System Impact Study), the
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cost of those facilities, and the time required to interconnect the Generating Facility with
the Transmission Provider's Transmission System. The scope of the study is defined in
Section 8 of the Standard Large Generator Interconnection Procedures.
Interconnection Facilities Study Agreement shall mean the form of agreement
contained in Appendix 4 of the Standard Large Generator Interconnection Procedures for
conducting the Interconnection Facilities Study.
Interconnection Feasibility Study shall mean a preliminary evaluation of the
system impact and cost of interconnecting the Generating Facility to the Transmission
Provider's Transmission System, the scope of which is described in Section 6 of the
Standard Large Generator Interconnection Procedures.
Interconnection Feasibility Study Agreement shall mean the form of agreement
contained in Appendix 2 of the Standard Large Generator Interconnection Procedures for
conducting the Interconnection Feasibility Study.
Interconnection Request shall mean an Interconnection Customer's request, in
the form of Appendix 1 to the Standard Large Generator Interconnection Procedures, in
accordance with the Tariff, to interconnect a new Generating Facility, or to increase the
capacity of, or make a Material Modification to the operating characteristics of, an
existing Generating Facility that is interconnected with the Transmission Provider's
Transmission System.
Interconnection Service shall mean the service provided by the Transmission
Provider associated with interconnecting the Interconnection Customer's Generating
Facility to the Transmission Provider's Transmission System and enabling it to receive
electric energy and capacity from the Generating Facility at the Point of Interconnection,
pursuant to the terms of the Standard Large Generator Interconnection Agreement and, if
applicable, the Transmission Provider's Tariff.
Interconnection Study shall mean any of the following studies: the
Interconnection Feasibility Study, the Interconnection System Impact Study, and the
Interconnection Facilities Study described in the Standard Large Generator
Interconnection Procedures.
Interconnection System Impact Study shall mean an engineering study that
evaluates the impact of the proposed interconnection on the safety and reliability of
Transmission Provider's Transmission System and, if applicable, an Affected System.
The study shall identify and detail the system impacts that would result if the Generating
Facility were interconnected without project modifications or system modifications,
focusing on the Adverse System Impacts identified in the Interconnection Feasibility
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Study, or to study potential impacts, including but not limited to those identified in the
Scoping Meeting as described in the Standard Large Generator Interconnection
Procedures.
Interconnection System Impact Study Agreement shall mean the form of
agreement contained in Appendix 3 of the Standard Large Generator Interconnection
Procedures for conducting the Interconnection System Impact Study.
IRS shall mean the Internal Revenue Service.
Joint Operating Committee shall be a group made up of representatives from
Interconnection Customers and the Transmission Provider to coordinate operating and
technical considerations of Interconnection Service.
Large Generating Facility shall mean a Generating Facility having a Generating
Facility Capacity of more than 20 MW.
Loss shall mean any and all losses relating to injury to or death of any person or
damage to property, demand, suits, recoveries, costs and expenses, court costs, attorney
fees, and all other obligations by or to third parties, arising out of or resulting from the
other Party's performance, or non-performance of its obligations under the Standard
Large Generator Interconnection Agreement on behalf of the indemnifying Party, except
in cases of gross negligence or intentional wrongdoing by the indemnifying Party.
Material Modification shall mean those modifications that have a material impact
on the cost or timing of any Interconnection Request with a later queue priority date.
Metering Equipment shall mean all metering equipment installed or to be
installed at the Generating Facility pursuant to the Standard Large Generator
Interconnection Agreement at the metering points, including but not limited to instrument
transformers, MWh-meters, data acquisition equipment, transducers, remote terminal
unit, communications equipment, phone lines, and fiber optics.
NERC shall mean the North American Electric Reliability Council or its
successor organization.
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.
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Network Resource Interconnection Service shall mean an Interconnection
Service that allows the Interconnection Customer to integrate its Large Generating
Facility with the Transmission Provider's Transmission System (1) in a manner
comparable to that in which the Transmission Provider integrates its generating facilities
to serve native load customers; or (2) in an RTO or ISO with market based congestion
management, in the same manner as Network Resources. Network Resource
Interconnection Service in and of itself does not convey transmission service.
Network Upgrades shall mean the additions, modifications, and upgrades to the
Transmission Provider's Transmission System required at or beyond the point at which
the Interconnection Facilities connect to the Transmission Provider's Transmission
System to accommodate the interconnection of the Large Generating Facility to the
Transmission Provider's Transmission System.
Notice of Dispute shall mean a written notice of a dispute or claim that arises out
of or in connection with the Standard Large Generator Interconnection Agreement or its
performance.
Optional Interconnection Study shall mean a sensitivity analysis based on
assumptions specified by the Interconnection Customer in the Optional Interconnection
Study Agreement.
Optional Interconnection Study Agreement shall mean the form of agreement
contained in Appendix 5 of the Standard Large Generator Interconnection Procedures for
conducting the Optional Interconnection Study.
Party or Parties shall mean Transmission Provider, Transmission Owner,
Interconnection Customer or any combination of the above.
Point of Change of Ownership shall mean the point, as set forth in Appendix A
to the Standard Large Generator Interconnection Agreement, where the Interconnection
Customer's Interconnection Facilities connect to the Transmission Provider's
Interconnection Facilities.
Point of Interconnection shall mean the point, as set forth in Appendix A to the
Standard Large Generator Interconnection Agreement, where the Interconnection
Facilities connect to the Transmission Provider's Transmission System.
Queue Position shall mean the order of a valid Interconnection Request, relative
to all other pending valid Interconnection Requests, that is established based upon the
date and time of receipt of the valid Interconnection Request by the Transmission
Provider.
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Reasonable Efforts shall mean, with respect to an action required to be attempted
or taken by a Party under the Standard Large Generator Interconnection Agreement,
efforts that are timely and consistent with Good Utility Practice and are otherwise
substantially equivalent to those a Party would use to protect its own interests.
Scoping Meeting shall mean the meeting between representatives of the
Interconnection Customer and Transmission Provider conducted for the purpose of
discussing alternative interconnection options, to exchange information including any
transmission data and earlier study evaluations that would be reasonably expected to
impact such interconnection options, to analyze such information, and to determine the
potential feasible Points of Interconnection.
Site Control shall mean documentation reasonably demonstrating: (1) ownership
of, a leasehold interest in, or a right to develop a site for the purpose of constructing the
Generating Facility; (2) an option to purchase or acquire a leasehold site for such
purpose; or (3) an exclusivity or other business relationship between Interconnection
Customer and the entity having the right to sell, lease or grant Interconnection Customer
the right to possess or occupy a site for such purpose.
Small Generating Facility shall mean a Generating Facility that has a Generating
Facility Capacity of no more than 20 MW.
Stand Alone Network Upgrades shall mean Network Upgrades that an
Interconnection Customer may construct without affecting day-to-day operations of the
Transmission System during their construction. Both the Transmission Provider and the
Interconnection Customer must agree as to what constitutes Stand Alone Network
Upgrades and identify them in Appendix A to the Standard Large Generator
Interconnection Agreement.
Standard Large Generator Interconnection Agreement (LGIA) shall mean the
form of interconnection agreement applicable to an Interconnection Request 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
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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 of the Transmission System at the Point of
Interconnection and may be a Party to the Standard Large Generator Interconnection
Agreement to the extent necessary.
Transmission Provider shall mean the public utility (or its designated agent) that
owns, controls, or operates transmission or distribution facilities used for the transmission
of electricity in interstate commerce and provides transmission service under the Tariff.
The term Transmission Provider should be read to include the Transmission Owner when
the Transmission Owner is separate from the Transmission Provider.
Transmission Provider's Interconnection Facilities shall mean all facilities and
equipment owned, controlled or operated by the Transmission Provider from the Point of
Change of Ownership to the Point of Interconnection as identified in Appendix A to the
Standard Large Generator Interconnection Agreement, including any modifications,
additions or upgrades to such facilities and equipment. Transmission Provider's
Interconnection Facilities are sole use facilities and shall not include Distribution
Upgrades, Stand Alone Network Upgrades or Network Upgrades.
Transmission System shall mean the facilities owned, controlled or operated by
the Transmission Provider or Transmission Owner that are used to provide transmission
service under the Tariff.
Trial Operation shall mean the period during which Interconnection Customer is
engaged in on-site test operations and commissioning of the Generating Facility prior to
Commercial Operation.

Article 2.
2.1

Effective Date, Term, and Termination

Effective Date. This LGIA shall become effective upon execution by the Parties
subject to acceptance by FERC (if applicable), or if filed unexecuted, upon the
date specified by FERC. Transmission Provider shall promptly file this LGIA
with FERC upon execution in accordance with Article 3.1, if required.
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2.2

Term of Agreement. Subject to the provisions of Article 2.3, this LGIA shall
remain in effect for a period of ten (10) years from the Effective Date or such
other longer period as Interconnection Customer may request (Term to be
specified in individual agreements) and shall be automatically renewed for each
successive one-year period thereafter.

2.3

Termination Procedures.
2.3.1 Written Notice. This LGIA may be terminated by Interconnection
Customer after giving Transmission Provider ninety (90) Calendar Days
advance written notice, or by Transmission Provider notifying FERC after
the Generating Facility permanently ceases Commercial Operation.
2.3.2 Default. Either Party may terminate this LGIA in accordance with Article
17.
2.3.3 Notwithstanding Articles 2.3.1 and 2.3.2, no termination shall become
effective until the Parties have complied with all Applicable Laws and
Regulations applicable to such termination, including the filing with FERC
of a notice of termination of this LGIA, which notice has been accepted for
filing by FERC.

2.4

Termination Costs. If a Party elects to terminate this Agreement pursuant to
Article 2.3 above, each Party shall pay all costs incurred (including any
cancellation costs relating to orders or contracts for Interconnection Facilities and
equipment) or charges assessed by the other Party, as of the date of the other
Party's receipt of such notice of termination, that are the responsibility of the
Terminating Party under this LGIA. In the event of termination by a Party, the
Parties shall use commercially Reasonable Efforts to mitigate the costs, damages
and charges arising as a consequence of termination. Upon termination of this
LGIA, unless otherwise ordered or approved by FERC:
2.4.1 With respect to any portion of Transmission Provider's Interconnection
Facilities that have not yet been constructed or installed, Transmission
Provider shall to the extent possible and with Interconnection Customer's
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
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necessary, assign such contracts, to Interconnection Customer as soon as
practicable, at Interconnection Customer's expense. To the extent that
Interconnection Customer has already paid Transmission Provider for any
or all such costs of materials or equipment not taken by Interconnection
Customer, Transmission Provider shall promptly refund such amounts to
Interconnection Customer, less any costs, including penalties incurred by
Transmission Provider to cancel any pending orders of or return such
materials, equipment, or contracts.
If an Interconnection Customer terminates this LGIA, it shall be
responsible for all costs incurred in association with that Interconnection
Customer's interconnection, including any cancellation costs relating to
orders or contracts for Interconnection Facilities and equipment, and other
expenses including any Network Upgrades for which Transmission
Provider has incurred expenses and has not been reimbursed by
Interconnection Customer.
2.4.2 Transmission Provider may, at its option, retain any portion of such
materials, equipment, or facilities that Interconnection Customer chooses
not to accept delivery of, in which case Transmission Provider shall be
responsible for all costs associated with procuring such materials,
equipment, or facilities.
2.4.3 With respect to any portion of the Interconnection Facilities, and any other
facilities already installed or constructed pursuant to the terms of this
LGIA, Interconnection Customer shall be responsible for all costs
associated with the removal, relocation or other disposition or retirement of
such materials, equipment, or facilities.
2.5

Disconnection. Upon termination of this LGIA, the Parties will take all
appropriate steps to disconnect the Large Generating Facility from the
Transmission System. All costs required to effectuate such disconnection shall be
borne by the terminating Party, unless such termination resulted from the nonterminating Party's Default of this LGIA or such non-terminating Party otherwise
is responsible for these costs under this LGIA.

2.6

Survival. This LGIA shall continue in effect after termination to the extent
necessary to provide for final billings and payments and for costs incurred
hereunder, including billings and payments pursuant to this LGIA; to permit the
determination and enforcement of liability and indemnification obligations arising
from acts or events that occurred while this LGIA was in effect; and to permit
each Party to have access to the lands of the other Party pursuant to this LGIA or
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other applicable agreements, to disconnect, remove or salvage its own facilities
and equipment.

Article 3.
3.1

Filing. Transmission Provider shall file this LGIA (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 LGIA, 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.

Article 4.
4.1

Regulatory Filings

Scope of Service

Interconnection Product Options. Interconnection Customer has selected the
following (checked) type of Interconnection Service:
4.1.1 Energy Resource Interconnection Service.
4.1.1.1

The Product. Energy Resource Interconnection Service
allows Interconnection Customer to connect the Large
Generating Facility to the Transmission System and be
eligible to deliver the Large Generating Facility's output using
the existing firm or non-firm capacity of the Transmission
System on an "as available" basis. To the extent
Interconnection Customer wants to receive Energy Resource
Interconnection Service, Transmission Provider shall
construct facilities identified in Attachment A.

4.1.1.2

Transmission Delivery Service Implications. Under
Energy Resource Interconnection Service, Interconnection
Customer will be eligible to inject power from the Large
Generating Facility into and deliver power across the
interconnecting Transmission Provider's Transmission
System on an "as available" basis up to the amount of 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.
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Where eligible to do so (e.g., 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-toPoint Transmission Service, Network Integration
Transmission Service, or be used for secondary network
transmission service, pursuant to Transmission Provider's
Tariff, up to the maximum output identified in the stability
and steady state studies. In those instances, in order for
Interconnection Customer to obtain the right to deliver or
inject energy beyond the Large Generating Facility Point of
Interconnection or to improve its ability to do so,
transmission delivery service must be obtained pursuant to
the provisions of Transmission Provider's Tariff. The
Interconnection Customer's ability to inject its Large
Generating Facility output beyond the Point of
Interconnection, therefore, will depend on the existing
capacity of Transmission Provider's Transmission System at
such time as a transmission service request is made that
would accommodate such delivery. The provision of firm
Point-to-Point Transmission Service or Network Integration
Transmission Service may require the construction of
additional Network Upgrades.
4.1.2 Network Resource Interconnection Service.
4.1.2.1

The Product. Transmission Provider must conduct the
necessary studies and construct the Network Upgrades needed
to integrate the Large Generating Facility (1) in a manner
comparable to that in which Transmission Provider integrates
its generating facilities to serve native load customers; or (2)
in an ISO or RTO with market based congestion
management, in the same manner as all Network Resources.
To the extent Interconnection Customer wants to receive
Network Resource Interconnection Service, Transmission
Provider shall construct the facilities identified in Attachment
A to this LGIA.
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4.1.2.2

Transmission Delivery Service Implications. Network
Resource Interconnection Service allows Interconnection
Customer's Large Generating Facility to be designated by any
Network Customer under the Tariff on Transmission
Provider's Transmission System as a Network Resource, up to
the Large Generating Facility's full output, on the same basis
as existing Network Resources interconnected to
Transmission Provider's Transmission System, and to be
studied as a Network Resource on the assumption that such a
designation will occur. Although Network Resource
Interconnection Service does not convey a reservation of
transmission service, any Network Customer under the Tariff
can utilize its network service under the Tariff to obtain
delivery of energy from the interconnected Interconnection
Customer's Large Generating Facility in the same manner as
it accesses Network Resources. A Large Generating Facility
receiving Network Resource Interconnection Service may
also be used to provide Ancillary Services after technical
studies and/or periodic analyses are performed with respect to
the Large Generating Facility's ability to provide any
applicable Ancillary Services, provided that such studies and
analyses have been or would be required in connection with
the provision of such Ancillary Services by any existing
Network Resource. However, if an Interconnection
Customer's Large Generating Facility has not been designated
as a Network Resource by any load, it cannot be required to
provide Ancillary Services except to the extent such
requirements extend to all generating facilities that are
similarly situated. The 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
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Provider's Transmission System without incurring congestion
costs. In the event of transmission constraints on
Transmission Provider's Transmission System,
Interconnection Customer's Large Generating Facility shall be
subject to the applicable congestion management procedures
in Transmission Provider's Transmission System in the same
manner as Network Resources.
There is no requirement either at the time of study or
interconnection, or at any point in the future, that
Interconnection Customer's Large Generating Facility be
designated as a Network Resource by a Network Service
Customer under the Tariff or that Interconnection Customer
identify a specific buyer (or sink). To the extent a Network
Customer does designate the Large Generating Facility as a
Network Resource, it must do so pursuant to Transmission
Provider's Tariff.
Once an Interconnection Customer satisfies the requirements
for obtaining Network Resource Interconnection Service, any
future transmission service request for delivery from the
Large Generating Facility within Transmission Provider's
Transmission System of any amount of capacity and/or
energy, up to the amount initially studied, will not require that
any additional studies be performed or that any further
upgrades associated with such Large Generating Facility be
undertaken, regardless of whether or not such Large
Generating Facility is ever designated by a Network
Customer as a Network Resource and regardless of changes
in ownership of the Large Generating Facility. However, the
reduction or elimination of congestion or redispatch costs
may require additional studies and the construction of
additional upgrades.
To the extent Interconnection Customer enters into an
arrangement for long term transmission service for deliveries
from the Large 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.

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4.2

Provision of Service. Transmission Provider shall provide Interconnection
Service for the Large Generating Facility at the Point of Interconnection.

4.3

Performance Standards. Each Party shall perform all of its obligations under
this LGIA in accordance with Applicable Laws and Regulations, Applicable
Reliability Standards, and Good Utility Practice, and to the extent a Party is
required or prevented or limited in taking any action by such regulations and
standards, such Party shall not be deemed to be in Breach of this LGIA for its
compliance therewith. If such Party is a Transmission Provider or Transmission
Owner, then that Party shall amend the LGIA and submit the amendment to FERC
for approval.

4.4

No Transmission Delivery Service. The execution of this LGIA does not
constitute a request for, nor the provision of, any transmission delivery service
under Transmission Provider's Tariff, and does not convey any right to deliver
electricity to any specific customer or Point of Delivery.

4.5

Interconnection Customer Provided Services. The services provided by
Interconnection Customer under this LGIA are set forth in Article 9.6 and Article
13.5.1. Interconnection Customer shall be paid for such services in accordance
with Article 11.6.

Article 5.
5.1

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
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
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will not be able to complete Transmission Provider's Interconnection
Facilities and Network Upgrades by the specified dates, Transmission
Provider shall promptly provide written notice to Interconnection Customer
and shall undertake Reasonable Efforts to meet the earliest dates thereafter.
5.1.2 Alternate Option. If the dates designated by Interconnection Customer are
acceptable to Transmission Provider, Transmission Provider shall so notify
Interconnection Customer within thirty (30) Calendar Days, and shall
assume responsibility for the design, procurement and construction of
Transmission Provider's Interconnection Facilities by the designated dates.
If Transmission Provider subsequently fails to complete Transmission
Provider's Interconnection Facilities by the In-Service Date, to the extent
necessary to provide back feed power; or fails to complete Network
Upgrades by the Initial Synchronization Date to the extent necessary to
allow for Trial Operation at full power output, unless other arrangements
are made by the Parties for such Trial Operation; or fails to complete the
Network Upgrades by the Commercial Operation Date, as such dates are
reflected in 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. If the dates designated by Interconnection Customer are
not acceptable to Transmission Provider, Transmission Provider shall so
notify Interconnection Customer within thirty (30) Calendar Days, and
unless the Parties agree otherwise, Interconnection Customer shall have the
option to assume responsibility for the design, procurement and
construction of Transmission Provider's Interconnection Facilities and
Stand Alone Network Upgrades on the dates specified in Article 5.1.2.
Transmission Provider and Interconnection Customer must agree as to what
constitutes Stand Alone Network Upgrades and identify such Stand Alone
Network Upgrades in 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
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provision of incentives or the procurement and construction of a portion of
Transmission Provider's Interconnection Facilities and Stand Alone
Network Upgrades by Interconnection Customer) pursuant to which
Transmission Provider is responsible for the design, procurement and
construction of Transmission Provider's Interconnection Facilities and
Network Upgrades. If the Parties are unable to reach agreement on such
terms and conditions, Transmission Provider shall assume responsibility for
the design, procurement and construction of Transmission Provider's
Interconnection Facilities and Network Upgrades pursuant to 5.1.1,
Standard Option.
5.2

General Conditions Applicable to Option to Build. If Interconnection
Customer assumes responsibility for the design, procurement and construction of
Transmission Provider's Interconnection Facilities and Stand Alone Network
Upgrades,
(1) Interconnection Customer shall engineer, procure equipment, and
construct Transmission Provider's Interconnection Facilities and Stand
Alone Network Upgrades (or portions thereof) using Good Utility Practice
and using standards and specifications provided in advance by
Transmission Provider;
(2) Interconnection Customer's engineering, procurement and construction
of Transmission Provider's Interconnection Facilities and Stand Alone
Network Upgrades shall comply with all requirements 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 engineering design,
equipment acceptance tests, and the construction of Transmission
Provider's Interconnection Facilities and Stand Alone Network Upgrades;
(4) prior to commencement of construction, Interconnection Customer shall
provide to Transmission Provider a schedule for construction of
Transmission Provider's Interconnection Facilities and Stand Alone
Network Upgrades, and shall promptly respond to requests for information
from Transmission Provider;
(5) at any time during construction, Transmission Provider shall have the
right to gain unrestricted access to Transmission Provider's Interconnection
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Facilities and Stand Alone Network Upgrades and to conduct inspections of
the same;
(6) at any time during construction, should any phase of the engineering,
equipment procurement, or construction of Transmission Provider's
Interconnection Facilities and Stand Alone Network Upgrades not meet the
standards and specifications provided by Transmission Provider,
Interconnection Customer shall be obligated to remedy deficiencies in that
portion of Transmission Provider's Interconnection Facilities and Stand
Alone Network Upgrades;
(7) Interconnection Customer shall indemnify Transmission Provider for
claims arising from Interconnection Customer's construction of
Transmission Provider's Interconnection Facilities and Stand Alone
Network Upgrades under the terms and procedures applicable to Article
18.1 Indemnity;
(8) Interconnection Customer shall transfer control of Transmission
Provider's Interconnection Facilities and Stand Alone Network Upgrades to
Transmission Provider;
(9) Unless Parties otherwise agree, Interconnection Customer shall transfer
ownership of Transmission Provider's Interconnection Facilities and StandAlone 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 "asbuilt" 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 by Transmission Provider.
5.3

Liquidated Damages. The actual damages to Interconnection Customer, in the
event Transmission Provider's Interconnection Facilities or Network Upgrades are
not completed by the dates designated by Interconnection Customer and accepted
by Transmission Provider pursuant to subparagraphs 5.1.2 or 5.1.4, above, may
include Interconnection Customer's fixed operation and maintenance costs and lost
opportunity costs. Such actual damages are uncertain and impossible to determine
- 21 -

at this time. Because of such uncertainty, any liquidated damages paid by
Transmission Provider to Interconnection Customer in the event that Transmission
Provider does not complete any portion of Transmission Provider's
Interconnection Facilities or Network Upgrades by the applicable dates, shall be
an amount equal to ½ of 1 percent per day of the actual cost of Transmission
Provider's Interconnection Facilities and Network Upgrades, in the aggregate, for
which Transmission Provider has assumed responsibility to design, procure and
construct.
However, in no event shall the total liquidated damages exceed 20 percent of the
actual cost of Transmission Provider's Interconnection Facilities and Network
Upgrades for which Transmission Provider has assumed responsibility to design,
procure, and construct. The foregoing payments will be made by Transmission
Provider to Interconnection Customer as just compensation for the damages
caused to Interconnection Customer, which actual damages are uncertain and
impossible to determine at this time, and as reasonable liquidated damages, but not
as a penalty or a method to secure performance of this LGIA. Liquidated
damages, when the Parties agree to them, are the exclusive remedy for the
Transmission Provider's failure to meet its schedule.
No liquidated damages shall be paid to Interconnection Customer if: (1)
Interconnection Customer is not ready to commence use of Transmission
Provider's Interconnection Facilities or Network Upgrades to take the delivery of
power for the Large Generating Facility's Trial Operation or to export power from
the Large Generating Facility on the specified dates, unless Interconnection
Customer would have been able to commence use of Transmission Provider's
Interconnection Facilities or Network Upgrades to take the delivery of power for
Large Generating Facility's Trial Operation or to export power from the Large
Generating Facility, but for Transmission Provider's delay; (2) Transmission
Provider's failure to meet the specified dates is the result of the action or inaction
of Interconnection Customer or any other Interconnection Customer who has
entered into an LGIA with Transmission Provider or any cause beyond
Transmission Provider's reasonable control or reasonable ability to cure; (3) the
Interconnection Customer has assumed responsibility for the design, procurement
and construction 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
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limitations of the Large Generating Facility. If the Large Generating Facility's
Power System Stabilizers are removed from service or not capable of automatic
operation, Interconnection Customer shall immediately notify Transmission
Provider's system operator, or its designated representative. The requirements of
this paragraph shall not apply to wind generators.
5.5

Equipment Procurement. If responsibility for construction of Transmission
Provider's Interconnection Facilities or Network Upgrades is to be borne by
Transmission Provider, then Transmission Provider shall commence design of
Transmission Provider's Interconnection Facilities or Network Upgrades and
procure necessary equipment as soon as practicable after all of the following
conditions are satisfied, unless the Parties otherwise agree in writing:
5.5.1 Transmission Provider has completed the Facilities Study pursuant to the
Facilities Study Agreement;
5.5.2 Transmission Provider has received written authorization to proceed with
design and procurement from Interconnection Customer by the date
specified in 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

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5.6.4 Interconnection Customer has provided security to Transmission Provider
in accordance with Article 11.5 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
Provider's Interconnection Facilities will not be required until after the specified
In-Service Date, Interconnection Customer will provide written notice to
Transmission Provider of such later date upon which the completion of
Transmission Provider's Interconnection Facilities will be required.

5.8

Information Exchange. As soon as reasonably practicable after the Effective
Date, the Parties shall exchange information regarding the design and
compatibility of the Parties' Interconnection Facilities and compatibility of the
Interconnection Facilities with Transmission Provider's Transmission System, and
shall work diligently and in good faith to make any necessary design changes.

5.9

Limited Operation. If any of Transmission Provider's Interconnection Facilities
or Network Upgrades are not reasonably expected to be completed prior to the
Commercial Operation Date of the Large Generating Facility, Transmission
Provider shall, upon the request and at the expense of Interconnection Customer,
perform operating studies on a timely basis to determine the extent to which the
Large Generating Facility and Interconnection Customer's Interconnection
Facilities may operate prior to the completion of Transmission Provider's
Interconnection Facilities or Network Upgrades consistent with Applicable Laws
and Regulations, Applicable Reliability Standards, Good Utility Practice, and this
LGIA. Transmission Provider shall permit Interconnection Customer to operate
the Large Generating Facility and Interconnection Customer's Interconnection
Facilities in accordance with the results of such studies.

5.10

Interconnection Customer's Interconnection Facilities ('ICIF').
Interconnection Customer shall, at its expense, design, procure, construct, own and
install the ICIF, as set forth in Appendix A, Interconnection Facilities, Network
Upgrades and Distribution Upgrades.
5.10.1

Interconnection Customer's Interconnection Facility
Specifications. Interconnection Customer shall submit initial
specifications for the ICIF, including System Protection Facilities, to
Transmission Provider at least one hundred eighty (180) Calendar
Days prior to the Initial Synchronization Date; and final
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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.
5.10.2

Transmission Provider's Review. Transmission Provider's review
of Interconnection Customer's final specifications shall not be
construed as confirming, endorsing, or providing a warranty as to the
design, fitness, safety, durability or reliability of the Large
Generating Facility, or the ICIF. Interconnection Customer shall
make such changes to the ICIF as may reasonably be required by
Transmission Provider, in accordance with Good Utility Practice, to
ensure that the ICIF are compatible with the technical specifications,
operational control, and safety requirements of Transmission
Provider.

5.10.3

ICIF Construction. The ICIF shall be designed and constructed in
accordance with Good Utility Practice. Within one hundred twenty
(120) Calendar Days after the Commercial Operation Date, unless
the Parties agree on another mutually acceptable deadline,
Interconnection Customer shall deliver to Transmission Provider
"as-built" drawings, information and documents for the ICIF, such
as: a one-line diagram, a site plan showing the Large Generating
Facility and the ICIF, plan and elevation drawings showing the
layout of the ICIF, a relay functional diagram, relaying AC and DC
schematic wiring diagrams and relay settings for all facilities
associated with Interconnection Customer's step-up transformers, the
facilities connecting the Large Generating Facility to the step-up
transformers and the ICIF, and the impedances (determined by
factory tests) for the associated step-up transformers and the Large
Generating Facility. The Interconnection Customer shall provide
Transmission Provider specifications for the excitation system,
automatic voltage regulator, Large Generating Facility control and
protection settings, transformer tap settings, and communications, if
applicable.

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5.11

Transmission Provider's Interconnection Facilities Construction.
Transmission Provider's Interconnection Facilities shall be designed and
constructed in accordance with Good Utility Practice. Upon request, within one
hundred twenty (120) Calendar Days after the Commercial Operation Date, unless
the Parties agree on another mutually acceptable deadline, Transmission Provider
shall deliver to Interconnection Customer the following "as-built" drawings,
information and documents for Transmission Provider's Interconnection Facilities
[include appropriate drawings and relay diagrams].
Transmission Provider will obtain control of Transmission Provider's
Interconnection Facilities and Stand Alone Network Upgrades upon completion of
such facilities.

5.12

Access Rights. Upon reasonable notice and supervision by a Party, and subject to
any required or necessary regulatory approvals, a Party ("Granting Party") shall
furnish at no cost to the other Party ("Access Party") any rights of use, licenses,
rights of way and easements with respect to lands owned or controlled by the
Granting Party, its agents (if allowed under the applicable agency agreement), or
any Affiliate, that are necessary to enable the Access Party to obtain ingress and
egress to construct, operate, maintain, repair, test (or witness testing), inspect,
replace or remove facilities and equipment to: (i) interconnect the Large
Generating Facility with the Transmission System; (ii) operate and maintain the
Large Generating Facility, the Interconnection Facilities and the Transmission
System; and (iii) disconnect or remove the Access Party's facilities and equipment
upon termination of this LGIA. In exercising such licenses, rights of way and
easements, the Access Party shall not unreasonably disrupt or interfere with
normal operation of the Granting Party's business and shall adhere to the safety
rules and procedures established in advance, as may be changed from time to time,
by the Granting Party and provided to the Access Party.

5.13

Lands of Other Property Owners. If any part of Transmission Provider or
Transmission Owner's Interconnection Facilities and/or Network Upgrades is to be
installed on property owned by persons other than Interconnection Customer or
Transmission Provider or Transmission Owner, Transmission Provider or
Transmission Owner shall at Interconnection Customer's expense use efforts,
similar in nature and extent to those that it typically undertakes on its own behalf
or on behalf of its Affiliates, including use of its eminent domain authority, and to
the extent consistent with state law, to procure from such persons any rights of
use, licenses, rights of way and easements that are necessary to construct, operate,
maintain, test, inspect, replace or remove Transmission Provider or Transmission
Owner's Interconnection Facilities and/or Network Upgrades upon such property.
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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 LGIA
with the condition that Transmission System shall be left in a safe and reliable
condition in accordance with Good Utility Practice and Transmission Provider's
safety and reliability criteria. In such event, Interconnection Customer shall be
responsible for all reasonable and necessary costs which Transmission Provider (i)
has incurred pursuant to this LGIA prior to the suspension and (ii) incurs in
suspending such work, including any costs incurred to perform such work as may
be necessary to ensure the safety of persons and property and the integrity of the
Transmission System during such suspension and, if applicable, any costs incurred
in connection with the cancellation or suspension of material, equipment and labor
contracts which Transmission Provider cannot reasonably avoid; provided,
however, that prior to canceling or suspending any such material, equipment or
labor contract, Transmission Provider shall obtain Interconnection Customer's
authorization to do so.
Transmission Provider shall invoice Interconnection Customer for such costs
pursuant to Article 12 and shall use due diligence to minimize its costs. In the
event Interconnection Customer suspends work by Transmission Provider required
under this LGIA pursuant to this Article 5.16, and has not requested Transmission
Provider to recommence the work required under this LGIA on or before the
expiration of three (3) years following commencement of such suspension, this
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LGIA shall be deemed terminated. The three-year period shall begin on the date
the suspension is requested, or the date of the written notice to Transmission
Provider, if no effective date is specified.
5.17

Taxes.
5.17.1

Interconnection Customer Payments Not Taxable. The Parties
intend that all payments or property transfers made by
Interconnection Customer to Transmission Provider for the
installation of Transmission Provider's Interconnection Facilities and
the Network Upgrades shall be non-taxable, either as contributions
to capital, or as an advance, in accordance with the Internal Revenue
Code and any applicable state income tax laws and shall not be
taxable as contributions in aid of construction or otherwise under the
Internal Revenue Code and any applicable state income tax laws.

5.17.2

Representations and Covenants. In accordance with IRS Notice
2001-82 and IRS Notice 88-129, Interconnection Customer
represents and covenants that (i) ownership of the electricity
generated at the Large Generating Facility will pass to another party
prior to the transmission of the electricity on the Transmission
System, (ii) for income tax purposes, the amount of any payments
and the cost of any property transferred to Transmission Provider for
Transmission Provider's Interconnection Facilities will be capitalized
by Interconnection Customer as an intangible asset and recovered
using the straight-line method over a useful life of twenty (20) years,
and (iii) any portion of Transmission Provider's Interconnection
Facilities that is a "dual-use intertie," within the meaning of IRS
Notice 88-129, is reasonably expected to carry only a de minimis
amount of electricity in the direction of the Large Generating
Facility. For this purpose, "de minimis amount" means no more than
5 percent of the total power flows in both directions, calculated in
accordance with the "5 percent test" set forth in IRS Notice 88-129.
This is not intended to be an exclusive list of the relevant conditions
that must be met to conform to IRS requirements for non-taxable
treatment.
At Transmission Provider's request, Interconnection Customer shall
provide Transmission Provider with a report from an independent
engineer confirming its representation in clause (iii), above.
Transmission Provider represents and covenants that the cost of
Transmission Provider's Interconnection Facilities paid for by
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Interconnection Customer will have no net effect on the base upon
which rates are determined.
5.17.3

Indemnification for the Cost Consequences of Current Tax
Liability Imposed Upon the Transmission Provider.
Notwithstanding Article 5.17.1, Interconnection Customer shall
protect, indemnify and hold harmless Transmission Provider from
the cost consequences of any current tax liability imposed against
Transmission Provider as the result of payments or property transfers
made by Interconnection Customer to Transmission Provider under
this LGIA for Interconnection Facilities, as well as any interest and
penalties, other than interest and penalties attributable to any delay
caused by Transmission Provider.
Transmission Provider shall not include a gross-up for the cost
consequences of any current tax liability in the amounts it charges
Interconnection Customer under this LGIA unless (i) Transmission
Provider has determined, in good faith, that the payments or property
transfers made by Interconnection Customer to Transmission
Provider should be reported as income subject to taxation or (ii) any
Governmental Authority directs Transmission Provider to report
payments or property as income subject to taxation; provided,
however, that Transmission Provider may require Interconnection
Customer to provide security for Interconnection Facilities, in a form
reasonably acceptable to Transmission Provider (such as a parental
guarantee or a letter of credit), in an amount equal to the cost
consequences of any current tax liability under this Article 5.17.
Interconnection Customer shall reimburse Transmission Provider for
such costs on a fully grossed-up basis, in accordance with Article
5.17.4, 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 terminate at the earlier of (1)
the expiration of the ten year testing period and the applicable statute
of limitation, as it may be extended by Transmission Provider upon
request of the IRS, to keep these years open for audit or adjustment,
or (2) the occurrence of a subsequent taxable event and the payment
of any related indemnification obligations as contemplated by this
Article 5.17.

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5.17.4

Tax Gross-Up Amount. Interconnection Customer's liability for
the cost consequences of any current tax liability under this Article
5.17 shall be calculated on a fully grossed-up basis. Except as may
otherwise be agreed to by the parties, this means that Interconnection
Customer will pay Transmission Provider, in addition to the amount
paid for the Interconnection Facilities and Network Upgrades, an
amount equal to (1) the current taxes imposed on Transmission
Provider ("Current Taxes") on the excess of (a) the gross income
realized by Transmission Provider as a result of payments or
property transfers made by Interconnection Customer to
Transmission Provider under this LGIA (without regard to any
payments under this Article 5.17) (the "Gross Income Amount")
over (b) the present value of future tax deductions for depreciation
that will be available as a result of such payments or property
transfers (the "Present Value Depreciation Amount"), plus (2) an
additional amount sufficient to permit Transmission Provider to
receive and retain, after the payment of all Current Taxes, an amount
equal to the net amount described in clause (1).
For this purpose, (i) Current Taxes shall be computed based on
Transmission Provider's composite federal and state tax rates at the
time the payments or property transfers are received and
Transmission Provider will be treated as being subject to tax at the
highest marginal rates in effect at that time (the "Current Tax Rate"),
and (ii) the Present Value Depreciation Amount shall be computed
by discounting Transmission Provider's anticipated tax depreciation
deductions as a result of such payments or property transfers by
Transmission Provider's current weighted average cost of capital.
Thus, the formula for calculating Interconnection Customer's
liability to Transmission Owner pursuant to this Article 5.17.4 can
be expressed as follows: (Current Tax Rate x (Gross Income
Amount – Present Value of Tax Depreciation))/(1-Current Tax
Rate). Interconnection Customer's estimated tax liability in the
event taxes are imposed shall be stated in Appendix A,
Interconnection Facilities, Network Upgrades and Distribution
Upgrades.

5.17.5

Private Letter Ruling or Change or Clarification of Law. At
Interconnection Customer's request and expense, Transmission
Provider shall file with the IRS a request for a private letter ruling as
to whether any property transferred or sums paid, or to be paid, by
Interconnection Customer to Transmission Provider under this LGIA
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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.
5.17.6

Subsequent Taxable Events. If, within 10 years from the date on
which the relevant Transmission Provider's Interconnection
Facilities are placed in service, (i) Interconnection Customer
Breaches the covenants contained in Article 5.17.2, (ii) a
"disqualification event" occurs within the meaning of IRS Notice 88129, or (iii) this LGIA terminates and Transmission Provider retains
ownership of the Interconnection Facilities and Network Upgrades,
Interconnection Customer shall pay a tax gross-up for the cost
consequences of any current tax liability imposed on Transmission
Provider, calculated using the methodology described in Article
5.17.4 and in accordance with IRS Notice 90-60.

5.17.7

Contests. In the event any Governmental Authority determines that
Transmission Provider's receipt of payments or property constitutes
income that is subject to taxation, Transmission Provider shall notify
Interconnection Customer, in writing, within thirty (30) Calendar
Days of receiving notification of such determination by a
Governmental Authority. Upon the timely written request by
Interconnection Customer and at Interconnection Customer's sole
expense, Transmission Provider may appeal, protest, seek abatement
of, or otherwise oppose such determination. Upon Interconnection
Customer's written request and sole expense, Transmission Provider
may file a claim for refund with respect to any taxes paid under this
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Article 5.17, whether or not it has received such a determination.
Transmission Provider reserves the right to make all decisions with
regard to the prosecution of such appeal, protest, abatement or other
contest, including the selection of counsel and compromise or
settlement of the claim, but Transmission Provider shall keep
Interconnection Customer informed, shall consider in good faith
suggestions from Interconnection Customer about the conduct of the
contest, and shall reasonably permit Interconnection Customer or an
Interconnection Customer representative to attend contest
proceedings.
Interconnection Customer shall pay to Transmission Provider on a
periodic basis, as invoiced by Transmission Provider, Transmission
Provider's documented reasonable costs of prosecuting such appeal,
protest, abatement or other contest. At any time during the contest,
Transmission Provider may agree to a settlement either with
Interconnection Customer's consent or after obtaining written advice
from nationally-recognized tax counsel, selected by Transmission
Provider, but reasonably acceptable to Interconnection Customer,
that the proposed settlement represents a reasonable settlement given
the hazards of litigation. Interconnection Customer's obligation shall
be based on the amount of the settlement agreed to by
Interconnection Customer, or if a higher amount, so much of the
settlement that is supported by the written advice from nationallyrecognized tax counsel selected under the terms of the preceding
sentence. The settlement amount shall be calculated on a fully
grossed-up basis to cover any related cost consequences of the
current tax liability. Any settlement without Interconnection
Customer's consent or such written advice will relieve
Interconnection Customer from any obligation to indemnify
Transmission Provider for the tax at issue in the contest.
5.17.8

Refund. In the event that (a) a private letter ruling is issued to
Transmission Provider which holds that any amount paid or the
value of any property transferred by Interconnection Customer to
Transmission Provider under the terms of this LGIA is not subject to
federal income taxation, (b) any legislative change or administrative
announcement, notice, ruling or other determination makes it
reasonably clear to Transmission Provider in good faith that any
amount paid or the value of any property transferred by
Interconnection Customer to Transmission Provider under the terms
of this LGIA is not taxable to Transmission Provider, (c) any
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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 LGIA, Transmission Provider shall
promptly refund to Interconnection Customer the following:
(i) any payment made by Interconnection Customer under this
Article 5.17 for taxes that is attributable to the amount
determined to be non-taxable, together with interest thereon,
(ii) interest on any 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 CFR §35.19a(a)(2)(iii) from the date
payment was made by Interconnection Customer to the date
Transmission Provider refunds such payment to
Interconnection Customer, and
(iii) with respect to any such taxes paid by Transmission
Provider, any refund or credit Transmission Provider receives
or to which it may be entitled from any Governmental
Authority, interest (or that portion thereof attributable to the
payment described in clause (i), above) owed to Transmission
Provider for such overpayment of taxes (including any
reduction in interest otherwise payable by Transmission
Provider to any Governmental Authority resulting from 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
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hereunder, in the same position they would have been in had no such
tax payments been made.
5.17.9

Taxes Other Than Income Taxes. Upon the timely request by
Interconnection Customer, and at Interconnection Customer's sole
expense, Transmission Provider may appeal, protest, seek abatement
of, or otherwise contest any tax (other than federal or state income
tax) asserted or assessed against Transmission Provider for which
Interconnection Customer may be required to reimburse
Transmission Provider under the terms of this LGIA.
Interconnection Customer shall pay to Transmission Provider on a
periodic basis, as invoiced by Transmission Provider, Transmission
Provider's documented reasonable costs of prosecuting such appeal,
protest, abatement, or other contest. Interconnection Customer and
Transmission Provider shall cooperate in good faith with respect to
any such contest. Unless the payment of such taxes is a prerequisite
to an appeal or abatement or cannot be deferred, no amount shall be
payable by Interconnection Customer to Transmission Provider for
such taxes until they are assessed by a final, non-appealable order by
any court or agency of competent jurisdiction. In the event that a tax
payment is withheld and ultimately due and payable after appeal,
Interconnection Customer will be responsible for all taxes, interest
and penalties, other than penalties attributable to any delay caused
by Transmission Provider.

5.17.10

Transmission Owners Who Are Not Transmission Providers. If
Transmission Provider is not the same entity as the Transmission
Owner, then (i) all references in this Article 5.17 to Transmission
Provider shall be deemed also to refer to and to include the
Transmission Owner, as appropriate, and (ii) this LGIA shall not
become effective until such Transmission Owner shall have agreed
in writing to assume all of the duties and obligations of Transmission
Provider under this Article 5.17 of this LGIA.

5.18

Tax Status. Each Party shall cooperate with the other to maintain the other
Party's tax status. Nothing in this LGIA is intended to adversely affect any
Transmission Provider's tax exempt status with respect to the issuance of bonds
including, but not limited to, Local Furnishing Bonds.

5.19

Modification.

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5.19.1 General. Either Party may undertake modifications to its facilities. If a
Party plans to undertake a modification that reasonably may be
expected to affect the other Party's facilities, that Party shall provide
to the other Party sufficient information regarding such modification
so that the other Party may evaluate the potential impact of such
modification prior to commencement of the work. Such information
shall be deemed to be confidential hereunder and shall include
information concerning the timing of such modifications and
whether such modifications are expected to interrupt the flow of
electricity from the Large Generating Facility. The Party desiring to
perform such work shall provide the relevant drawings, plans, and
specifications to the other Party at least ninety (90) Calendar Days in
advance of the commencement of the work or such shorter period
upon which the Parties may agree, which agreement shall not
unreasonably be withheld, conditioned or delayed.
In the case of Large Generating Facility modifications that do not
require Interconnection Customer to submit an Interconnection
Request, Transmission Provider shall provide, within thirty (30)
Calendar Days (or such other time as the Parties may agree), an
estimate of any additional modifications to the Transmission System,
Transmission Provider's Interconnection Facilities or Network
Upgrades necessitated by such Interconnection Customer
modification and a good faith estimate of the costs thereof.
5.19.2

Standards. Any additions, modifications, or replacements made to
a Party's facilities shall be designed, constructed and operated in
accordance with this LGIA and Good Utility Practice.

5.19.3

Modification Costs. Interconnection Customer shall not be directly
assigned for the costs of any additions, modifications, or
replacements that Transmission Provider makes to Transmission
Provider's Interconnection Facilities or the Transmission System to
facilitate the interconnection of a third party to Transmission
Provider's Interconnection Facilities or the Transmission System, or
to provide transmission service to a third party under Transmission
Provider's Tariff. Interconnection Customer shall be responsible for
the costs of any additions, modifications, or replacements to
Interconnection Customer's Interconnection Facilities that may be
necessary to maintain or upgrade such Interconnection Customer's
Interconnection Facilities consistent with Applicable Laws and
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Regulations, Applicable Reliability Standards or Good Utility
Practice.

Article 6.

Testing and Inspection

6.1

Pre-Commercial Operation Date Testing and Modifications. Prior to the
Commercial Operation Date, Transmission Provider shall test Transmission
Provider's Interconnection Facilities and Network Upgrades and Interconnection
Customer shall test the Large Generating Facility and Interconnection Customer's
Interconnection Facilities to ensure their safe and reliable operation. Similar
testing may be required after initial operation. Each Party shall make any
modifications to its facilities that are found to be necessary as a result of such
testing. Interconnection Customer shall bear the cost of all such testing and
modifications. Interconnection Customer shall generate test energy at the Large
Generating Facility only if it has arranged for the delivery of such test energy.

6.2

Post-Commercial Operation Date Testing and Modifications. Each Party shall
at its own expense perform routine inspection and testing of its facilities and
equipment in accordance with Good Utility Practice as may be necessary to ensure
the continued interconnection of the Large Generating Facility with the
Transmission System in a safe and reliable manner. Each Party shall have the
right, upon advance written notice, to require reasonable additional testing of the
other Party's facilities, at the requesting Party's expense, as may be in accordance
with Good Utility Practice.

6.3

Right to Observe Testing. Each Party shall notify the other Party in advance of
its performance of tests of its Interconnection Facilities. The other Party has the
right, at its own expense, to observe such testing.

6.4

Right to Inspect. Each Party shall have the right, but shall have no obligation to:
(i) observe the other Party's tests and/or inspection of any of its System Protection
Facilities and other protective equipment, including Power System Stabilizers;
(ii) review the settings of the other Party's System Protection Facilities and other
protective equipment; and (iii) review the other Party's maintenance records
relative to the Interconnection Facilities, the System Protection Facilities and other
protective equipment. A Party may exercise these rights from time to time as it
deems necessary upon reasonable notice to the other Party. The exercise or nonexercise 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.
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Any information that a Party obtains through the exercise of any of its rights under
this Article 6.4 shall be deemed to be Confidential Information and treated
pursuant to Article 22 of this LGIA.

Article 7.

Metering

7.1

General. Each Party shall comply with the Applicable Reliability Council
requirements. Unless otherwise agreed by the Parties, Transmission Provider shall
install Metering Equipment at the Point of Interconnection prior to any operation
of the Large Generating Facility and shall own, operate, test and maintain such
Metering Equipment. Power flows to and from the Large Generating Facility shall
be measured at or, at Transmission Provider's option, compensated to, the Point of
Interconnection. Transmission Provider shall provide metering quantities, in
analog and/or digital form, to Interconnection Customer upon request.
Interconnection Customer shall bear all reasonable documented costs associated
with the purchase, installation, operation, testing and maintenance of the Metering
Equipment.

7.2

Check Meters. Interconnection Customer, at its option and expense, may install
and operate, on its premises and on its side of the Point of Interconnection, one or
more check meters to check Transmission Provider's meters. Such check meters
shall be for check purposes only and shall not be used for the measurement of
power flows for purposes of this LGIA, except as provided in Article 7.4 below.
The check meters shall be subject at all reasonable times to inspection and
examination by Transmission Provider or its designee. The installation, operation
and maintenance thereof shall be performed entirely by Interconnection Customer
in accordance with Good Utility Practice.

7.3

Standards. Transmission Provider shall install, calibrate, and test revenue quality
Metering Equipment in accordance with applicable ANSI standards.

7.4

Testing of Metering Equipment. Transmission Provider shall inspect and test all
Transmission Provider-owned Metering Equipment upon installation and at least
once every two (2) years thereafter. If requested to do so by Interconnection
Customer, Transmission Provider shall, at Interconnection Customer's expense,
inspect or test Metering Equipment more frequently than every two (2) years.
Transmission Provider shall 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
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metering, unless the inaccuracy or defect is due to Transmission Provider's failure
to maintain, then Transmission Provider shall pay. If Metering Equipment fails to
register, or if the measurement made by Metering Equipment during a test varies
by more than two percent from the measurement made by the standard meter used
in the test, Transmission Provider shall adjust the measurements by correcting all
measurements for the period during which Metering Equipment was in error by
using Interconnection Customer's check meters, if installed. If no such check
meters are installed or if the period cannot be reasonably ascertained, the
adjustment shall be for the period immediately preceding the test of the Metering
Equipment equal to one-half the time from the date of the last previous test of the
Metering Equipment.
7.5

Metering Data. At Interconnection Customer's expense, the metered data shall be
telemetered to one or more locations designated by Transmission Provider and one
or more locations designated by Interconnection Customer. Such telemetered data
shall be used, under normal operating conditions, as the official measurement of
the amount of energy delivered from the Large Generating Facility to the Point of
Interconnection.

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.

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
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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 bidirectional analog real power and reactive power flow information must be
telemetered directly to the location(s) specified by Transmission Provider.
Each Party will promptly advise the other Party if it detects or otherwise learns of
any metering, telemetry or communications equipment errors or malfunctions that
require the attention and/or correction by the other Party. The Party owning such
equipment shall correct such error or malfunction as soon as reasonably feasible.
8.3

No Annexation. Any and all equipment placed on the premises of a Party shall be
and remain the property of the Party providing such equipment regardless of the
mode and manner of annexation or attachment to real property, unless otherwise
mutually agreed by the Parties.

Article 9.

Operations

9.1
General. Each Party shall comply with the Applicable Reliability Council
requirements. Each Party shall provide to the other Party all information that may
reasonably be required by the other Party to comply with Applicable Laws and
Regulations and Applicable Reliability Standards.
9.2

Control Area Notification. At least three months before Initial Synchronization
Date, Interconnection Customer shall notify Transmission Provider in writing of
the Control Area in which the Large Generating Facility will be located. If
Interconnection Customer elects to locate the Large Generating Facility in a
Control Area other than the Control Area in which the Large Generating Facility is
physically located, and if permitted to do so by the relevant transmission tariffs, all
necessary arrangements, including but not limited to those set forth in Article 7
and Article 8 of this LGIA, and remote Control Area generator interchange
agreements, if applicable, and the appropriate measures under such agreements,
shall be executed and implemented prior to the placement of the Large Generating
Facility in the other Control Area.

9.3

Transmission Provider Obligations. Transmission Provider shall cause the
Transmission System and Transmission Provider's Interconnection Facilities to be
operated, maintained and controlled in a safe and reliable manner and in
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accordance with this LGIA. Transmission Provider may provide operating
instructions to Interconnection Customer consistent with this LGIA and
Transmission Provider's operating protocols and procedures as they may change
from time to time. Transmission Provider will consider changes to its operating
protocols and procedures proposed by Interconnection Customer.
9.4

Interconnection Customer Obligations. Interconnection Customer shall at its
own expense operate, maintain and control the Large Generating Facility and
Interconnection Customer's Interconnection Facilities in a safe and reliable manner
and in accordance with this LGIA. Interconnection Customer shall operate the
Large Generating Facility and Interconnection Customer's Interconnection
Facilities in accordance with all applicable requirements of the Control Area of
which it is part, as such requirements are set forth in Appendix C, Interconnection
Details, of this LGIA. 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, of this LGIA.

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 of this
paragraph shall not apply to wind generators. Non-synchronous generators
shall only be required to maintain the above power factor when their output
is above 10 percent of the Generating Facility Capacity.
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
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not unduly discriminatory manner. Transmission Provider shall exercise
Reasonable Efforts to provide Interconnection Customer with such
schedules at least one (1) day in advance, and may make changes to such
schedules as necessary to maintain the reliability of the Transmission
System. Interconnection Customer shall operate the Large Generating
Facility to maintain the specified output voltage or power factor at the Point
of Interconnection within the design limitations of the Large Generating
Facility set forth in Article 9.6.1 (Power Factor Design Criteria). If
Interconnection Customer is unable to maintain the specified voltage or
power factor, it shall promptly notify the System Operator.
9.6.2.1

Governors and Regulators. Whenever the Large
Generating Facility is operated in parallel with the
Transmission System and the speed governors (if installed on
the generating unit pursuant to Good Utility Practice) and
voltage regulators are capable of operation, Interconnection
Customer shall operate the Large Generating Facility with its
speed governors and voltage regulators in automatic
operation. If the Large Generating Facility's speed governors
and voltage regulators are not capable of such automatic
operation, Interconnection Customer shall immediately notify
Transmission Provider's system operator, or its designated
representative, and ensure that such Large Generating
Facility's reactive power production or absorption (measured
in MVARs) are within the design capability of the Large
Generating Facility's generating unit(s) and steady state
stability limits. Interconnection Customer shall not cause its
Large Generating Facility to disconnect automatically or
instantaneously from the Transmission System or trip any
generating unit comprising the Large Generating Facility for
an under or over frequency condition unless the abnormal
frequency condition persists for a time period beyond the
limits set forth in ANSI/IEEE Standard C37.106, or such
other standard as applied to other generators in the Control
Area on a comparable basis.

9.6.3 Payment for Reactive Power. Transmission Provider is required to pay
Interconnection Customer for reactive power that Interconnection Customer
provides or absorbs from the Large Generating Facility when Transmission
Provider requests Interconnection Customer to operate its Large Generating
Facility outside the range specified in Article 9.6.1, provided that if
Transmission Provider pays its own or affiliated generators for reactive
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power service within the specified range, it must also pay Interconnection
Customer. Payments shall be pursuant to Article 11.6 or such other
agreement to which the Parties have otherwise agreed.
9.7

Outages and Interruptions.
9.7.1 Outages.
9.7.1.1

Outage Authority and Coordination. Each Party may in
accordance with Good Utility Practice in coordination with
the other Party remove from service any of its respective
Interconnection Facilities or Network Upgrades that may
impact the other Party's facilities as necessary to perform
maintenance or testing or to install or replace equipment.
Absent an Emergency Condition, the Party scheduling a
removal of such facility(ies) from service will use Reasonable
Efforts to schedule such removal on a date and time mutually
acceptable to the Parties. In all circumstances, any Party
planning to remove such facility(ies) from service shall use
Reasonable Efforts to minimize the effect on the other Party
of such removal.

9.7.1.2

Outage Schedules. Transmission Provider shall post
scheduled outages of its transmission facilities on the OASIS.
Interconnection Customer shall submit its planned
maintenance schedules for the Large Generating Facility to
Transmission Provider for a minimum of a rolling twentyfour 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 determining
Transmission System reliability. Transmission Provider shall
compensate Interconnection Customer for any additional
direct costs that Interconnection Customer incurs as a result
of having to reschedule maintenance, including any additional
overtime, breaking of maintenance contracts or other costs
above and beyond the cost Interconnection Customer would
have incurred absent Transmission Provider's request to
reschedule maintenance. Interconnection Customer will not
be eligible to receive compensation, if during the twelve (12)
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months prior to the date of the scheduled maintenance,
Interconnection Customer had modified its schedule of
maintenance activities.
9.7.1.3

Outage Restoration. If an outage on a Party's
Interconnection Facilities or Network Upgrades adversely
affects the other Party's operations or facilities, the Party that
owns or controls the facility that is out of service shall use
Reasonable Efforts to promptly restore such facility(ies) to a
normal operating condition consistent with the nature of the
outage. The Party that owns or controls the facility that is out
of service shall provide the other Party, to the extent such
information is known, information on the nature of the
Emergency Condition, an estimated time of restoration, and
any corrective actions required. Initial verbal notice shall be
followed up as soon as practicable with written notice
explaining the nature of the outage.

9.7.2 Interruption of Service. If required by Good Utility Practice to do so,
Transmission Provider may require Interconnection Customer to interrupt
or reduce deliveries of electricity if such delivery of electricity could
adversely affect Transmission Provider's ability to perform such activities
as are necessary to safely and reliably operate and maintain the
Transmission System. The following provisions shall apply to any
interruption or reduction permitted under this Article 9.7.2:
9.7.2.1

The interruption or reduction shall continue only for so long
as reasonably necessary under Good Utility Practice;

9.7.2.2

Any such interruption or reduction shall be made on an
equitable, non-discriminatory basis with respect to all
generating facilities directly connected to the Transmission
System;

9.7.2.3

When the interruption or reduction must be made under
circumstances which do not allow for advance notice,
Transmission Provider shall notify Interconnection Customer
by telephone as soon 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;
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9.7.2.4

Except during the existence of an Emergency Condition,
when the interruption or reduction can be scheduled without
advance notice, Transmission Provider shall notify
Interconnection Customer in advance regarding the timing of
such scheduling and further notify Interconnection Customer
of the expected duration. Transmission Provider shall
coordinate with Interconnection Customer using Good Utility
Practice to schedule the interruption or reduction during
periods of least impact to Interconnection Customer and
Transmission Provider;

9.7.2.5

The Parties shall cooperate and coordinate with each other to
the extent necessary in order to restore the Large Generating
Facility, Interconnection Facilities, and the Transmission
System to their normal operating state, consistent with system
conditions and Good Utility Practice.

9.7.3 Under-Frequency and Over Frequency Conditions. The Transmission
System is designed to automatically activate a load-shed program as
required by the Applicable Reliability Council in the event of an underfrequency system disturbance. Interconnection Customer shall implement
under-frequency and over-frequency relay set points for the Large
Generating Facility as required by the Applicable Reliability Council to
ensure "ride through" capability of the Transmission System. Large
Generating Facility response to frequency deviations of pre-determined
magnitudes, both under-frequency and over-frequency deviations, shall be
studied and coordinated with Transmission Provider in accordance with
Good Utility Practice. The term "ride through" as used herein shall mean
the ability of a Generating Facility to stay connected to and synchronized
with the Transmission System during system disturbances within a range of
under-frequency and over-frequency conditions, in accordance with Good
Utility Practice.
9.7.4 System Protection and Other Control Requirements.
9.7.4.1

System Protection Facilities. Interconnection Customer
shall, at its expense, install, operate and maintain System
Protection Facilities as a part of the Large Generating Facility
or Interconnection Customer's Interconnection Facilities.
Transmission Provider shall install at Interconnection
Customer's expense any System Protection Facilities that may
be required on Transmission Provider's Interconnection
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Facilities or the Transmission System as a result of the
interconnection of the Large Generating Facility and
Interconnection Customer's Interconnection Facilities.
9.7.4.2

Each Party's protection facilities shall be designed and
coordinated with other systems in accordance with Good
Utility Practice.

9.7.4.3

Each Party shall be responsible for protection of its facilities
consistent with Good Utility Practice.

9.7.4.4

Each Party's protective relay design shall incorporate the
necessary test switches to perform the tests required in Article
6. The required test switches will be placed such that they
allow operation of lockout relays while preventing breaker
failure schemes from operating and causing unnecessary
breaker operations and/or the tripping of Interconnection
Customer's units.

9.7.4.5

Each Party will test, operate and maintain System Protection
Facilities in accordance with Good Utility Practice.

9.7.4.6

Prior to the In-Service Date, and again prior to the
Commercial Operation Date, each Party or its agent shall
perform a complete calibration test and functional trip test of
the System Protection Facilities. At intervals suggested by
Good Utility Practice and following any apparent malfunction
of the System Protection Facilities, each Party shall perform
both calibration and functional trip tests of its System
Protection Facilities. These tests do not require the tripping
of any in-service generation unit. These tests do, however,
require that all protective relays and lockout contacts be
activated.

9.7.5 Requirements for Protection. In compliance with Good Utility Practice,
Interconnection Customer shall provide, install, own, and maintain relays,
circuit breakers and all other devices necessary to remove any fault
contribution of the Large Generating Facility to any short circuit occurring
on the Transmission System not otherwise isolated by Transmission
Provider's equipment, such that the removal of the fault contribution shall
be coordinated with the protective requirements of the Transmission
System. Such protective equipment shall include, without limitation, a
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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
C84.1-1989, or the applicable superseding electric industry standard, shall
control.
9.8

Switching and Tagging Rules. Each Party shall provide the other Party a copy of
its switching and tagging rules that are applicable to the other Party's activities.
Such switching and tagging rules shall be developed on a non-discriminatory
basis. The Parties shall comply with applicable switching and tagging rules, as
amended from time to time, in obtaining clearances for work or for switching
operations on equipment.

9.9

Use of Interconnection Facilities by Third Parties.
9.9.1 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. If required by Applicable Laws and Regulations or if
the Parties mutually agree, such agreement not to be unreasonably
withheld, to allow one or more third parties to use Transmission Provider's
Interconnection Facilities, or any part thereof, Interconnection Customer
will be entitled to compensation for the capital expenses it incurred in
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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 LGIA.

10.2

Interconnection Customer Obligations. Interconnection Customer shall
maintain the Large Generating Facility and Interconnection Customer's
Interconnection Facilities in a safe and reliable manner and in accordance with this
LGIA.

10.3

Coordination. The Parties shall confer regularly to coordinate the planning,
scheduling and performance of preventive and corrective maintenance on the
Large Generating Facility and the Interconnection Facilities.

10.4

Secondary Systems. Each Party shall cooperate with the other in the inspection,
maintenance, and testing of control or power circuits that operate below 600 volts,
AC or DC, including, but not limited to, any hardware, control or protective
devices, cables, conductors, electric raceways, secondary equipment panels,
transducers, batteries, chargers, and voltage and current transformers that directly
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affect the operation of a Party's facilities and equipment which may reasonably be
expected to impact the other Party. Each Party shall provide advance notice to the
other Party before undertaking any work on such circuits, especially on electrical
circuits involving circuit breaker trip and close contacts, current transformers, or
potential transformers.
10.5

Operating and Maintenance Expenses. Subject to the provisions herein
addressing the use of facilities by others, and except for operations and
maintenance expenses associated with modifications made for providing
interconnection or transmission service to a third party and such third party pays
for such expenses, Interconnection Customer shall be responsible for all
reasonable expenses including overheads, associated with: (1) owning, operating,
maintaining, repairing, and replacing Interconnection Customer's Interconnection
Facilities; and (2) operation, maintenance, repair and replacement of Transmission
Provider's Interconnection Facilities.

Article 11.

Performance Obligation

11.1

Interconnection Customer Interconnection Facilities. Interconnection
Customer shall design, procure, construct, install, own and/or control
Interconnection Customer Interconnection Facilities described in Appendix A,
Interconnection Facilities, Network Upgrades and Distribution Upgrades, at its
sole expense.

11.2

Transmission Provider's Interconnection Facilities. Transmission Provider or
Transmission Owner shall 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 of the Interconnection Customer.

11.3

Network Upgrades and Distribution Upgrades. Transmission Provider or
Transmission Owner shall design, procure, construct, install, and own the Network
Upgrades and Distribution Upgrades described in 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 shall be solely funded by Interconnection Customer.

11.4

Transmission Credits.
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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, if any, for the Network Upgrades,
including any tax gross-up or other tax-related payments associated
with Network Upgrades, and not refunded to Interconnection
Customer pursuant to Article 5.17.8 or otherwise, to be paid to
Interconnection Customer on a dollar-for-dollar basis for the nonusage sensitive portion of transmission charges, as payments are
made under Transmission Provider's Tariff and Affected System's
Tariff for transmission services with respect to the Large Generating
Facility. Any repayment shall include interest calculated in
accordance with the methodology set forth in FERC=s regulations at
18 C.F.R. ∋35.19a(a)(2)(iii) from the date of any payment for
Network Upgrades through the date on which the Interconnection
Customer receives a repayment of such payment pursuant to this
subparagraph. Interconnection Customer may assign such
repayment rights to any person.
Notwithstanding the foregoing, Interconnection Customer,
Transmission Provider, and Affected System Operator may adopt
any alternative payment schedule that is mutually agreeable so long
as Transmission Provider and Affected System Operator take one of
the following actions no later than five years from the Commercial
Operation Date: (1) return to Interconnection Customer any
amounts advanced for Network Upgrades not previously repaid, or
(2) declare in writing that Transmission Provider or Affected System
Operator will continue to provide payments to Interconnection
Customer on a dollar-for-dollar basis for the non-usage sensitive
portion of transmission charges, or develop an alternative schedule
that is mutually agreeable and provides for the return of all amounts
advanced for Network Upgrades not previously repaid; however, full
reimbursement shall not extend beyond twenty (20) years from the
Commercial Operation Date..
If the Large Generating Facility fails to achieve commercial
operation, but it or another Generating Facility is later constructed
and makes use of the Network Upgrades, Transmission Provider and
Affected System Operator shall at that time reimburse
Interconnection Customer for the amounts advanced for the Network
Upgrades. Before any such reimbursement can occur, the
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Interconnection Customer, or the entity that ultimately constructs the
Generating Facility, if different, is responsible for identifying the
entity to which reimbursement must be made.

11.5

11.4.2

Special Provisions for Affected Systems. Unless Transmission
Provider provides, under the LGIA, for the repayment of amounts
advanced to Affected System Operator for Network Upgrades,
Interconnection Customer and Affected System Operator shall enter
into an agreement that provides for such repayment. The agreement
shall specify the terms governing payments to be made by
Interconnection Customer to the Affected System Operator as well
as the repayment by the Affected System Operator.

11.4.3

Notwithstanding any other provision of this LGIA, nothing herein
shall be construed as relinquishing or foreclosing any rights,
including but not limited to firm transmission rights, capacity rights,
transmission congestion rights, or transmission credits, that
Interconnection Customer, shall be entitled to, now or in the future
under any other agreement or tariff as a result of, or otherwise
associated with, the transmission capacity, if any, created by 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.

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 form of security that is reasonably acceptable to
Transmission Provider and is consistent with the Uniform Commercial Code of
the jurisdiction identified in Article 14.2.1. Such security for payment shall be in
an amount sufficient to cover the costs for constructing, procuring and installing
the applicable portion of Transmission Provider's Interconnection Facilities,
Network Upgrades, or Distribution Upgrades and shall be reduced on a dollar-fordollar basis for payments made to Transmission Provider for these purposes.
In addition:
11.5.1

The guarantee must be made by an entity that meets the
creditworthiness requirements of Transmission Provider, and contain
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terms and conditions that guarantee payment of any amount that may
be due from Interconnection Customer, up to an agreed-to maximum
amount.

11.6

11.5.2

The letter of credit must be issued by a financial institution
reasonably acceptable to Transmission Provider and must specify a
reasonable expiration date.

11.5.3

The surety bond must be issued by an insurer reasonably acceptable
to Transmission Provider and must specify a reasonable expiration
date.

Interconnection Customer Compensation. If Transmission Provider requests
or directs Interconnection Customer to provide a service pursuant to Articles 9.6.3
(Payment for Reactive Power), or 13.5.1 of this LGIA, Transmission Provider
shall compensate Interconnection Customer in accordance with Interconnection
Customer's applicable rate schedule then in effect unless the provision of such
service(s) is subject to an RTO or ISO FERC-approved rate schedule.
Interconnection Customer shall serve Transmission Provider or RTO or ISO with
any filing of a proposed rate schedule at the time of such filing with FERC. To the
extent that no rate schedule is in effect at the time the Interconnection Customer is
required to provide or absorb any Reactive Power under this LGIA, Transmission
Provider agrees to compensate Interconnection Customer in such amount as would
have been due Interconnection Customer had the rate schedule been in effect at the
time service commenced; provided, however, that such rate schedule must be filed
at FERC or other appropriate Governmental Authority within sixty (60) Calendar
Days of the commencement of service.
11.6.1

Article 12.

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
11.6.

Invoice

12.1 General. Each Party shall submit to the other Party, on a monthly basis, invoices
of amounts due for the preceding month. Each invoice shall state the month to which the
invoice applies and fully describe the services and equipment provided. The Parties may
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discharge mutual debts and payment obligations due and owing to each other on the same
date through netting, in which case all amounts a Party owes to the other Party under this
LGIA, including interest payments or credits, shall be netted so that only the net amount
remaining due shall be paid by the owing Party.
12.2

Final Invoice. Within six months after completion of the construction of
Transmission Provider's Interconnection Facilities and the Network Upgrades,
Transmission Provider shall provide an invoice of the final cost of the construction
of Transmission Provider's Interconnection Facilities and the Network Upgrades
and shall set forth such costs in sufficient detail to enable Interconnection
Customer to compare the actual costs with the estimates and to ascertain
deviations, if any, from the cost estimates. Transmission Provider shall refund to
Interconnection Customer any amount by which the actual payment by
Interconnection Customer for estimated costs exceeds the actual costs of
construction within thirty (30) Calendar Days of the issuance of such final
construction invoice.

12.3

Payment. Invoices shall be rendered to the paying Party at the address specified
in 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 LGIA.

12.4

Disputes. In the event of a billing dispute between Transmission Provider and
Interconnection Customer, Transmission Provider shall continue to provide
Interconnection Service under this LGIA as long as Interconnection Customer: (i)
continues to make all payments not in dispute; and (ii) pays to Transmission
Provider or into an independent escrow account the portion of the invoice in
dispute, pending resolution of such dispute. If Interconnection Customer fails to
meet these two requirements for continuation of service, then Transmission
Provider may provide notice to Interconnection Customer of a Default pursuant to
Article 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
at 18 CFR § 35.19a(a)(2)(iii).

Article 13.
13.1

Emergencies

Definition. "Emergency Condition" shall mean a condition or situation: (i) that in
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the judgment of the Party making the claim is imminently likely to endanger life or
property; or (ii) that, in the case of Transmission Provider, is imminently likely (as
determined in a non-discriminatory manner) to cause a material adverse effect on the
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 LGIA to possess black start capability.
13.2

Obligations. Each Party shall comply with the Emergency Condition procedures
of the applicable ISO/RTO, NERC, the Applicable Reliability Council, Applicable
Laws and Regulations, and any emergency procedures agreed to by the Joint
Operating Committee.

13.3

Notice. Transmission Provider shall notify Interconnection Customer promptly
when it becomes aware of an Emergency Condition that affects Transmission
Provider's Interconnection Facilities or the Transmission System that may
reasonably be expected to affect Interconnection Customer's operation of the
Large Generating Facility or Interconnection Customer's Interconnection
Facilities. Interconnection Customer shall notify Transmission Provider promptly
when it becomes aware of an Emergency Condition that affects the Large
Generating Facility or Interconnection Customer's Interconnection Facilities that
may reasonably be expected to affect the Transmission System or Transmission
Provider's Interconnection Facilities. To the extent information is known, the
notification shall describe the Emergency Condition, the extent of the damage or
deficiency, the expected effect on the operation 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.
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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 available) or restoration efforts; or altering the outage
schedules of the Large Generating Facility and Interconnection
Customer's Interconnection Facilities. Interconnection Customer
shall comply with all of Transmission Provider's operating
instructions concerning Large Generating Facility real power and
reactive power output within the manufacturer's design limitations of
the Large Generating Facility's equipment that is in service and
physically available for operation at the time, in compliance with
Applicable Laws and Regulations.
13.5.2

Reduction and Disconnection. Transmission Provider may reduce
Interconnection Service or disconnect the Large Generating Facility
or Interconnection Customer's Interconnection Facilities, when such,
reduction or disconnection is necessary under Good Utility Practice
due to Emergency Conditions. These rights are separate and distinct
from any right of curtailment of Transmission Provider pursuant to
Transmission Provider's Tariff. When Transmission Provider can
schedule the reduction or disconnection in advance, Transmission
Provider shall notify Interconnection Customer of the reasons,
timing and expected duration of the reduction or disconnection.
Transmission Provider shall coordinate with Interconnection
Customer using Good Utility Practice to schedule the reduction or
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disconnection during periods of least impact to Interconnection
Customer and Transmission Provider. Any reduction or
disconnection shall continue only for so long as reasonably
necessary under Good Utility Practice. The Parties shall cooperate
with each other to restore the Large Generating Facility, the
Interconnection Facilities, and the Transmission System to their
normal operating state as soon as practicable consistent with Good
Utility Practice.
13.6

Interconnection Customer Authority. Consistent with Good Utility Practice and
the LGIA and the LGIP, Interconnection Customer may take actions or inactions
with regard to the Large Generating Facility or Interconnection Customer's
Interconnection Facilities during an Emergency Condition in order to (i) preserve
public health and safety, (ii) preserve the reliability of the Large Generating
Facility or Interconnection Customer's Interconnection Facilities, (iii) limit or
prevent damage, and (iv) expedite restoration of service. Interconnection
Customer shall use Reasonable Efforts to minimize the effect of such actions or
inactions on the Transmission System and Transmission Provider's
Interconnection Facilities. Transmission Provider shall use Reasonable Efforts to
assist Interconnection Customer in such actions.

13.7

Limited Liability. Except as otherwise provided in Article 11.6.1 of this LGIA,
neither Party shall be liable to the other for any action it takes in responding to an
Emergency Condition so long as such action is made in good faith and is
consistent with Good Utility Practice.

Article 14.

Regulatory Requirements and Governing Law

14.1 Regulatory Requirements. Each Party's obligations under this LGIA shall be
subject to its receipt of any required approval or certificate from one or more
Governmental Authorities in the form and substance satisfactory to the applying Party, or
the Party making any required filings with, or providing notice to, such Governmental
Authorities, and the expiration of any time period associated therewith. Each Party shall
in good faith seek and use its Reasonable Efforts to obtain such other approvals. Nothing
in this LGIA shall require Interconnection Customer to take any action that could result
in its inability to obtain, or its loss of, status or exemption under the Federal Power Act,
the Public Utility Holding Company Act of 1935, as amended, or the Public Utility
Regulatory Policies Act of 1978.
14.2

Governing Law.
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14.2.1

The validity, interpretation and performance of this LGIA and each
of its provisions shall be governed by the laws of the state where the
Point of Interconnection is located, without regard to its conflicts of
law principles.

14.2.2

This LGIA is subject to all Applicable Laws and Regulations.

14.2.3

Each Party expressly reserves the right to seek changes in, appeal, or
otherwise contest any laws, orders, rules, or regulations of a
Governmental Authority.

Article 15.
15.1

Notices.

General. Unless otherwise provided in this LGIA, any notice, demand or request
required or permitted to be given by either Party to the other and any instrument
required or permitted to be tendered or delivered by either Party in writing to the
other shall be effective when delivered and may be so given, tendered or
delivered, by recognized national courier, or by depositing the same with the
United States Postal Service with postage prepaid, for delivery by certified or
registered mail, addressed to the Party, or personally delivered to the Party, at the
address set out in Appendix F, Addresses for Delivery of Notices and Billings.
Either Party may change the notice information in this LGIA by giving five (5)
Business Days written notice prior to the effective date of the change.

15.2

Billings and Payments. Billings and payments shall be sent to the addresses set
out in Appendix F.

15.3

Alternative Forms of Notice. Any notice or request required or permitted to be
given by a Party to the other and not required by this Agreement to 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) of contact
with respect to the implementation of Articles 9 and 10.

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Article 16.
16.1

Force Majeure.
16.1.1

Economic hardship is not considered a Force Majeure event.

16.1.2

Neither Party shall be considered to be in Default with respect to any
obligation hereunder, (including obligations under Article 4), other
than the obligation to pay money when due, if prevented from
fulfilling such obligation by Force Majeure. A Party unable to fulfill
any obligation hereunder (other than an obligation to pay money
when due) by reason of Force Majeure shall give notice and the full
particulars of such Force Majeure to the other Party in writing or by
telephone as soon as reasonably possible after the occurrence of the
cause relied upon. Telephone notices given pursuant to this article
shall be confirmed in writing as soon as reasonably possible and
shall specifically state full particulars of the Force Majeure, the time
and date when the Force Majeure occurred and when the Force
Majeure is reasonably expected to cease. The Party affected shall
exercise due diligence to remove such disability with reasonable
dispatch, but shall not be required to accede or agree to any
provision not satisfactory to it in order to settle and terminate a strike
or other labor disturbance.

Article 17.
17.1

Force Majeure

Default

Default
17.1.1

General. No Default shall exist where such failure to discharge an
obligation (other than the payment of money) is the result of Force
Majeure as defined in this LGIA or the result of an act of omission
of the other Party. Upon a Breach, the non-breaching Party shall
give written notice of such Breach to the breaching Party. Except as
provided in Article 17.1.2, the breaching Party shall have thirty (30)
Calendar Days from receipt of the Default notice within which to
cure such Breach; provided however, if such Breach is not capable
of cure within thirty (30) Calendar Days, the breaching Party shall
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commence such cure within thirty (30) Calendar Days after notice
and continuously and diligently complete such cure within ninety
(90) Calendar Days from receipt of the Default notice; and, if cured
within such time, the Breach specified in such notice shall cease to
exist.
17.1.2

Article 18.
18.1

Right to Terminate. If a Breach is not cured as provided in this
article, or if a Breach is not capable of being cured within the period
provided for herein, the non-breaching Party shall have the right to
declare a Default and terminate this LGIA by written notice at any
time until cure occurs, and be relieved of any further obligation
hereunder and, whether or not that Party terminates this LGIA, to
recover from the breaching Party all amounts due hereunder, plus all
other damages and remedies to which it is entitled at law or in
equity. The provisions of this article will survive termination of this
LGIA.

Indemnity, Consequential Damages and Insurance

Indemnity. The Parties shall at all times indemnify, defend, and hold the other
Party harmless from, any and all damages, losses, claims, including claims and
actions relating to injury to or death of any person or damage to property, demand,
suits, recoveries, costs and expenses, court costs, attorney fees, and all other
obligations by or to third parties, arising out of or resulting from the other Party's
action or inactions of its obligations under this LGIA on behalf of the
Indemnifying Party, except in cases of gross negligence or intentional wrongdoing
by the indemnified Party.
18.1.1

Indemnified Person. If an Indemnified Person is entitled to
indemnification under this Article 18 as a result of a claim by a third
party, and the Indemnifying Party fails, after notice and reasonable
opportunity to proceed under Article 18.1, to assume the defense of
such claim, such Indemnified Person may at the expense of the
Indemnifying Party contest, settle or consent to the entry of any
judgment with respect to, or pay in full, such claim.

18.1.2

Indemnifying Party. If an Indemnifying Party is obligated to
indemnify and hold any Indemnified Person harmless under this
Article 18, the amount owing to the Indemnified Person shall be the
amount of such Indemnified Person's actual Loss, net of any
insurance or other recovery.
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18.1.3

Indemnity Procedures. Promptly after receipt by an Indemnified
Person of any claim or notice of the commencement of any action or
administrative or legal proceeding or investigation as to which the
indemnity provided for in Article 18.1 may apply, the Indemnified
Person shall notify the Indemnifying Party of such fact. Any failure
of or delay in such notification shall not affect a Party's
indemnification obligation unless such failure or delay is materially
prejudicial to the Indemnifying Party.
The Indemnifying Party shall have the right to assume the defense
thereof with counsel designated by such Indemnifying Party and
reasonably satisfactory to the Indemnified Person. If the defendants
in any such action include one or more Indemnified Persons and the
Indemnifying Party and if the Indemnified Person reasonably
concludes that there may be legal defenses available to it and/or
other Indemnified Persons which are different from or additional to
those available to the Indemnifying Party, the Indemnified Person
shall have the right to select separate counsel to assert such legal
defenses and to otherwise participate in the defense of such action on
its own behalf. In such instances, the Indemnifying Party shall only
be required to pay the fees and expenses of one additional attorney
to represent an Indemnified Person or Indemnified Persons having
such differing or additional legal defenses.
The Indemnified Person shall be entitled, at its expense, to
participate in any such action, suit or proceeding, the defense of
which has been assumed by the Indemnifying Party.
Notwithstanding the foregoing, the Indemnifying Party (i) shall not
be entitled to assume and control the defense of any such action, suit
or proceedings if and to the extent that, in the opinion of the
Indemnified Person and its counsel, such action, suit or proceeding
involves the potential imposition of criminal liability on the
Indemnified Person, or there exists a conflict or adversity of interest
between the Indemnified Person and the Indemnifying Party, in such
event the Indemnifying Party shall pay the reasonable expenses of
the Indemnified Person, and (ii) shall not settle or consent to the
entry of any judgment in any action, suit or proceeding without the
consent of the Indemnified Person, which shall not be reasonably
withheld, conditioned or delayed.

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18.2

Consequential Damages. Other than the Liquidated Damages heretofore
described, in no event shall either Party be liable under any provision of this LGIA
for any losses, damages, costs or expenses for any special, indirect, incidental,
consequential, or punitive damages, including but not limited to loss of profit or
revenue, loss of the use of equipment, cost of capital, cost of temporary equipment
or services, whether based in whole or in part in contract, in tort, including
negligence, strict liability, or any other theory 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 LGIA, and until released by the other Party, the following minimum
insurance coverages, with insurers authorized to do business in the state where the
Point of Interconnection is located:
18.3.1

Employers' Liability and Workers' Compensation Insurance
providing statutory benefits in accordance with the laws and
regulations of the state in which the Point of Interconnection is
located.

18.3.2

Commercial General Liability Insurance including premises and
operations, personal injury, broad form property damage, broad form
blanket contractual liability coverage (including coverage for the
contractual indemnification) products and completed operations
coverage, coverage for explosion, collapse and underground hazards,
independent contractors coverage, coverage for pollution to the
extent normally available and punitive damages to the extent
normally available and a cross liability endorsement, with minimum
limits of One Million Dollars ($1,000,000) per occurrence/One
Million Dollars ($1,000,000) aggregate combined single limit for
personal injury, bodily injury, including death and property damage.

18.3.3

Comprehensive Automobile Liability Insurance for coverage of
owned and non-owned and hired vehicles, trailers or semi-trailers
designed for travel on public roads, with a minimum, combined
single limit of One Million Dollars ($1,000,000) per occurrence for
bodily injury, including death, and property damage.

18.3.4

Excess Public Liability Insurance over and above the Employers'
Liability Commercial General Liability and Comprehensive
Automobile Liability Insurance coverage, with a minimum
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combined single limit of Twenty Million Dollars ($20,000,000) per
occurrence/Twenty Million Dollars ($20,000,000) aggregate.
18.3.5

The Commercial General Liability Insurance, Comprehensive
Automobile Insurance and Excess Public Liability Insurance policies
shall name the other Party, its parent, associated and Affiliate
companies and their respective directors, officers, agents, servants
and employees ("Other Party Group") as additional insured. All
policies shall contain provisions whereby the insurers waive all
rights of subrogation in accordance with the provisions of this LGIA
against the Other Party Group and provide thirty (30) Calendar Days
advance written notice to the Other Party Group prior to anniversary
date of cancellation or any material change in coverage or condition.

18.3.6

The Commercial General Liability Insurance, Comprehensive
Automobile Liability Insurance and Excess Public Liability
Insurance policies shall contain provisions that specify that the
policies are primary and shall apply to such extent without
consideration for other policies separately carried and shall state that
each insured is provided coverage as though a separate policy had
been issued to each, except the insurer's liability shall not be
increased beyond the amount for which the insurer would have been
liable had only one insured been covered. Each Party shall be
responsible for its respective deductibles or retentions.

18.3.7

The Commercial General Liability Insurance, Comprehensive
Automobile Liability Insurance and Excess Public Liability
Insurance policies, if written on a Claims First Made Basis, shall be
maintained in full force and effect for two (2) years after termination
of this LGIA, which coverage may be in the form of tail coverage or
extended reporting period coverage if agreed by the Parties.

18.3.8

The requirements contained herein as to the types and limits of all
insurance to be maintained by the Parties are not intended to and
shall not in any manner, limit or qualify the liabilities and
obligations assumed by the Parties under this LGIA.

18.3.9

Within ten (10) days following execution of this LGIA, and as soon
as practicable after the end of each fiscal year or at the renewal of
the insurance policy and in any event within ninety (90) days
thereafter, each Party shall provide certification of all insurance
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required in this LGIA, executed by each insurer or by an authorized
representative of each insurer.
18.3.10

Notwithstanding the foregoing, each Party may self-insure to meet
the minimum insurance requirements of Articles 18.3.2 through
18.3.8 to the extent it maintains a self-insurance program; provided
that, such Party's senior secured debt is rated at investment grade or
better by Standard & Poor's and that its self-insurance program
meets the minimum insurance requirements of Articles 18.3.2
through 18.3.8. For any period of time that a Party's senior secured
debt is unrated by Standard & Poor's or is rated at less than
investment grade by Standard & Poor's, such Party shall comply
with the insurance requirements applicable to it under Articles 18.3.2
through 18.3.9. In the event that a Party is permitted to self-insure
pursuant to this article, it shall notify the other Party that it meets the
requirements to self-insure and that its self-insurance program meets
the minimum insurance requirements in a manner consistent with
that specified in Article 18.3.9.

18.3.11

The Parties agree to report to each other in writing as soon as
practical all accidents or occurrences resulting in injuries to any
person, including death, and any property damage arising out of this
LGIA.

Article 19.
19.1

Assignment

Assignment. This LGIA may be assigned by either Party only with the written
consent of the other; provided that either Party may assign this LGIA without the
consent of the other Party to any Affiliate of the assigning Party with an equal or
greater credit rating and with the legal authority and operational ability to satisfy
the obligations of the assigning Party under this LGIA; and provided further that
Interconnection Customer shall have the right to assign this LGIA, without the
consent of Transmission Provider, for collateral security purposes to aid in
providing financing for the Large Generating Facility, provided that
Interconnection Customer will promptly notify Transmission Provider of any such
assignment. Any financing arrangement entered into by Interconnection Customer
pursuant to this article will provide that prior to or upon the exercise of the secured
party's, trustee's or mortgagee's assignment rights pursuant to said arrangement,
the secured creditor, the trustee or mortgagee will notify Transmission Provider of
the date and particulars of any such exercise of assignment right(s), including
providing the Transmission Provider with proof that it meets the requirements of
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Articles 11.5 and 18.3. Any attempted assignment that violates this article is void
and ineffective. Any assignment under this LGIA shall not relieve a Party of its
obligations, nor shall a Party's obligations be enlarged, in whole or in part, by
reason thereof. Where required, consent to assignment will not be unreasonably
withheld, conditioned or delayed.

Article 20.
20.1

Severability. If any provision in this LGIA is finally determined to be invalid,
void or unenforceable by any court or other Governmental Authority having
jurisdiction, such determination shall not invalidate, void or make unenforceable
any other provision, agreement or covenant of this LGIA; provided that if
Interconnection Customer (or any third party, but only if such third party is not
acting at the direction of Transmission Provider) seeks and obtains such a final
determination with respect to any provision of the Alternate Option (Article 5.1.2),
or the Negotiated Option (Article 5.1.4), then none of these provisions shall
thereafter have any force or effect and the Parties' rights and obligations shall be
governed solely by the Standard Option (Article 5.1.1).

Article 21.
21.1

Comparability

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.
22.1

Severability

Confidentiality

Confidentiality. Confidential Information shall include, without limitation, all
information relating to a Party's technology, research and development, business
affairs, and pricing, and any information supplied by either of the Parties to the
other prior to the execution of this LGIA.
Information is Confidential Information only if it is clearly designated or marked
in writing as confidential on the face of the document, or, if the information is
conveyed orally or by inspection, if the Party providing the information orally
informs the Party receiving the information that the information is confidential.
If requested by either Party, the other Party shall provide in writing, the basis for
asserting that the information referred to in this Article 22 warrants confidential
treatment, and the requesting Party may disclose such writing to the appropriate
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Governmental Authority. Each Party shall be responsible for the costs associated
with affording confidential treatment to its information.
22.1.1

Term. During the term of this LGIA, and for a period of three (3)
years after the expiration or termination of this LGIA, except as
otherwise provided in this Article 22, each Party shall hold in
confidence and shall not disclose to any person Confidential
Information.

22.1.2

Scope. Confidential Information shall not include information that
the receiving Party can demonstrate: (1) is generally available to the
public other than as a result of a disclosure by the receiving Party;
(2) was in the lawful possession of the receiving Party on a nonconfidential basis before receiving it from the disclosing Party; (3)
was supplied to the receiving Party without restriction by a third
party, who, to the knowledge of the receiving Party after due
inquiry, was under no obligation to the disclosing Party to keep such
information confidential; (4) was independently developed by the
receiving Party without reference to Confidential Information of the
disclosing Party; (5) is, or becomes, publicly known, through no
wrongful act or omission of the receiving Party or Breach of this
LGIA; or (6) is required, in accordance with Article 22.1.7 of the
LGIA, Order of Disclosure, to be disclosed by any Governmental
Authority or is otherwise required to be disclosed by law or
subpoena, or is necessary in any legal proceeding establishing rights
and obligations under this LGIA. Information designated as
Confidential Information will no longer be deemed confidential if
the Party that designated the information as confidential notifies the
other Party that it no longer is confidential.

22.1.3

Release of Confidential Information. Neither Party shall release
or disclose Confidential Information to any other person, except to
its Affiliates (limited by the Standards of Conduct requirements),
subcontractors, employees, consultants, or to parties who may be or
considering providing financing to or equity participation with
Interconnection Customer, or to potential purchasers or assignees of
Interconnection Customer, on a need-to-know basis in connection
with this LGIA, unless such person has first been advised of the
confidentiality provisions of this Article 22 and has agreed to
comply with such provisions. Notwithstanding the foregoing, a
Party providing Confidential Information to any person shall remain
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primarily responsible for any release of Confidential Information in
contravention of this Article 22.
22.1.4

Rights. Each Party retains all rights, title, and interest in the
Confidential Information that each Party discloses to the other Party.
The disclosure by each Party to the other Party of Confidential
Information shall not be deemed a waiver by either Party or any
other person or entity of the right to protect the Confidential
Information from public disclosure.

22.1.5

No Warranties. By providing Confidential Information, neither
Party makes any warranties or representations as to its accuracy or
completeness. In addition, by supplying Confidential Information,
neither Party obligates itself to provide any particular information or
Confidential Information to the other Party nor to enter into any
further agreements or proceed with any other relationship or joint
venture.

22.1.6

Standard of Care. Each Party shall use at least the same standard
of care to protect Confidential Information it receives as it uses to
protect its own Confidential Information from unauthorized
disclosure, publication or dissemination. Each Party may use
Confidential Information solely to fulfill its obligations to the other
Party under this LGIA or its regulatory requirements.

22.1.7

Order of Disclosure. If a court or a Government Authority or entity
with the right, power, and apparent authority to do so requests or
requires either Party, by subpoena, oral deposition, interrogatories,
requests for production of documents, administrative order, or
otherwise, to disclose Confidential Information, that Party shall
provide the other Party with prompt notice of such request(s) or
requirement(s) so that the other Party may seek an appropriate
protective order or waive compliance with the terms of this LGIA.
Notwithstanding the absence of a protective order or waiver, the
Party may disclose such Confidential Information which, in the
opinion of its counsel, the Party is legally compelled to disclose.
Each Party will use Reasonable Efforts to obtain reliable assurance
that confidential treatment will be accorded any Confidential
Information so furnished.

22.1.8

Termination of Agreement. Upon termination of this LGIA for
any reason, each Party shall, within ten (10) Calendar Days of
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receipt of a written request from the other Party, use Reasonable
Efforts to destroy, erase, or delete (with such destruction, erasure,
and deletion certified in writing to the other Party) or return to the
other Party, without retaining copies thereof, any and all written or
electronic Confidential Information received from the other Party.
22.1.9

Remedies. The Parties agree that monetary damages would be
inadequate to compensate a Party for the other Party's Breach of its
obligations under this Article 22. Each Party accordingly agrees that
the other Party shall be entitled to equitable relief, by way of
injunction or otherwise, if the first Party Breaches or threatens to
Breach its obligations under this Article 22, which equitable relief
shall be granted without bond or proof of damages, and the receiving
Party shall not plead in defense that there would be an adequate
remedy at law. Such remedy shall not be deemed an exclusive
remedy for the Breach of this Article 22, but shall be in addition to
all other remedies available at law or in equity. The Parties further
acknowledge and agree that the covenants contained herein are
necessary for the protection of legitimate business interests and are
reasonable in scope. No Party, however, shall be liable for indirect,
incidental, or consequential or punitive damages of any nature or
kind resulting from or arising in connection with this Article 22.

22.1.10

Disclosure to FERC, its Staff, or a State. Notwithstanding
anything in this Article 22 to the contrary, and pursuant to 18 CFR
section 1b.20, if FERC or its staff, during the course of an
investigation or otherwise, requests information from one of the
Parties that is otherwise required to be maintained in confidence
pursuant to this LGIA, the Party shall provide the requested
information to FERC or its staff, within the time provided for in the
request for information. In providing the information to FERC or its
staff, the Party must, consistent with 18 CFR section 388.112,
request that the information be treated as confidential and non-public
by FERC and its staff and that the information be withheld from
public disclosure. Parties are prohibited from notifying the other
Party to this LGIA prior to the release of the Confidential
Information to FERC or its staff. The Party shall notify the other
Party to the LGIA when it is notified by FERC or its staff that a
request to release Confidential Information has been received by
FERC, at which time either of the Parties may respond before such
information would be made public, pursuant to 18 CFR section
388.112. Requests from a state regulatory body conducting a
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confidential investigation shall be treated in a similar manner if
consistent with the applicable state rules and regulations.
22.1.11

Article 23.
23.1

Subject to the exception in Article 22.1.10, any information that a
Party claims is competitively sensitive, commercial or financial
information under this LGIA ("Confidential Information") shall not
be disclosed by the other Party to any person not employed or
retained by the other Party, except to the extent disclosure is (i)
required by law; (ii) reasonably deemed by the disclosing Party to be
required to be disclosed in connection with a dispute between or
among the Parties, or the defense of litigation or dispute; (iii)
otherwise permitted by consent of the other Party, such consent not
to be unreasonably withheld; or (iv) necessary to fulfill its
obligations under this LGIA or as a transmission service provider or
a Control Area operator including disclosing the Confidential
Information to an 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 of the other Party's Confidential Information
under this subparagraph, or if any third party or Governmental
Authority makes any request or demand for any of the information
described in this subparagraph, the disclosing Party agrees to
promptly notify the other Party in writing and agrees to assert
confidentiality and cooperate with the other Party in seeking to
protect the Confidential Information from public disclosure by
confidentiality agreement, protective order or other reasonable
measures.

Environmental Releases

Each Party shall notify the other Party, first orally and then in writing, of the
release of any Hazardous Substances, any asbestos or lead abatement activities, or
any type of remediation activities related to the Large Generating Facility or the
Interconnection Facilities, each of which may reasonably be expected to affect the
other Party. The notifying Party shall: (i) provide the notice as soon as
practicable, provided such Party makes a good faith effort to provide the notice no
later than twenty-four hours after such Party becomes aware of the occurrence;
and (ii) promptly furnish to the other Party copies of any publicly available reports
filed with any Governmental Authorities addressing such events.

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Article 24.

Information Requirements

24.1

Information Acquisition. Transmission Provider and Interconnection Customer
shall submit specific information regarding the electrical characteristics of their
respective facilities to each other as described below and in accordance with
Applicable Reliability Standards.

24.2

Information Submission by Transmission Provider. The initial information
submission by Transmission Provider shall occur no later than one hundred eighty
(180) Calendar Days prior to Trial Operation and shall include Transmission
System information necessary to allow Interconnection Customer to select
equipment and meet any system protection and stability requirements, unless
otherwise agreed to by the Parties. On a monthly basis Transmission Provider
shall provide Interconnection Customer a status report on the construction and
installation of Transmission Provider's Interconnection Facilities and Network
Upgrades, including, but not limited to, the following information: (1) progress to
date; (2) a description of the activities since the last report (3) a description of the
action items for the next period; and (4) the delivery status of equipment ordered.

24.3

Updated Information Submission by Interconnection Customer. The updated
information submission by Interconnection Customer, including manufacturer
information, shall occur no later than one hundred eighty (180) Calendar Days
prior to the Trial Operation. Interconnection Customer shall submit a completed
copy of the Large Generating Facility data requirements contained in Appendix 1
to the LGIP. It shall also include any additional information provided to
Transmission Provider for the Feasibility and Facilities Study. Information in this
submission shall be the most current Large Generating Facility design or expected
performance data. Information submitted for stability models shall be compatible
with Transmission Provider standard models. If there is no compatible model,
Interconnection Customer will work with a consultant mutually agreed to by the
Parties to develop and supply a standard model and associated information.
If Interconnection Customer's data is materially different from what was originally
provided to Transmission Provider pursuant to the Interconnection Study
Agreement between Transmission Provider and Interconnection Customer, then
Transmission Provider will conduct appropriate studies to determine the impact on
Transmission Provider Transmission System based on the actual data submitted
pursuant to this Article 24.3. The Interconnection Customer shall not begin Trial
Operation until such studies are completed.
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24.4

Information Supplementation. Prior to the Operation Date, the Parties shall
supplement their information submissions described above in this Article 24 with
any and all "as-built" Large Generating Facility information or "as-tested"
performance information that differs from the initial submissions or, alternatively,
written confirmation that no such differences exist. The Interconnection Customer
shall conduct tests on the Large Generating Facility as required by Good Utility
Practice such as an open circuit "step voltage" test on the Large Generating
Facility to verify proper operation of the Large Generating Facility's automatic
voltage regulator.
Unless otherwise agreed, the test conditions shall include: (1) Large Generating
Facility at synchronous speed; (2) automatic voltage regulator on and in voltage
control mode; and (3) a five percent change in Large Generating Facility terminal
voltage initiated by a change in the voltage regulators reference voltage.
Interconnection Customer shall provide validated test recordings showing the
responses of Large Generating Facility terminal and field voltages. In the event
that direct recordings of these voltages is impractical, recordings of other voltages
or currents that mirror the response of the Large Generating Facility's terminal or
field voltage are acceptable if information necessary to translate these alternate
quantities to actual Large Generating Facility terminal or field voltages is
provided. Large Generating Facility testing shall be conducted and results
provided to Transmission Provider for each individual generating unit in a station.
Subsequent to the Operation Date, Interconnection Customer shall provide
Transmission Provider any information changes due to equipment replacement,
repair, or adjustment. Transmission Provider shall provide Interconnection
Customer any information changes due to equipment replacement, repair or
adjustment in the directly connected substation or any adjacent Transmission
Provider-owned substation that may affect Interconnection Customer's
Interconnection Facilities equipment ratings, protection or operating requirements.
The Parties shall provide such information no later than thirty (30) Calendar Days
after the date of the equipment replacement, repair or adjustment.

Article 25.
25.1

Information Access and Audit Rights

Information Access. Each Party (the "disclosing Party") shall make available to
the other Party information that is in the possession of the disclosing Party and is
necessary in order for the other Party to: (i) verify the costs incurred by the
disclosing Party for which the other Party is responsible under this LGIA; and
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(ii) carry out its obligations and responsibilities under this LGIA. The Parties shall
not use such information for purposes other than those set forth in this Article 25.1
and to enforce their rights under this LGIA.
25.2

Reporting of Non-Force Majeure Events. Each Party (the "notifying Party")
shall notify the other Party when the notifying Party becomes aware of its inability
to comply with the provisions of this LGIA for a reason other than a Force
Majeure event. The Parties agree to cooperate with each other and provide
necessary information regarding such inability to comply, including the date,
duration, reason for the inability to comply, and corrective actions taken or
planned to be taken with respect to such inability to comply. Notwithstanding the
foregoing, notification, cooperation or information provided under this article shall
not entitle the Party receiving such notification to allege a cause for anticipatory
breach of this LGIA.

25.3

Audit Rights. Subject to the requirements of confidentiality under Article 22 of
this LGIA, each Party shall have the right, during normal business hours, and upon
prior reasonable notice to the other Party, to audit at its own expense the other
Party's accounts and records pertaining to either Party's performance or either
Party's satisfaction of obligations under this LGIA. Such audit rights shall include
audits of the other Party's costs, calculation of invoiced amounts, Transmission
Provider's efforts to allocate responsibility for the provision of reactive support to
the Transmission System, Transmission Provider's efforts to allocate responsibility
for interruption or reduction of generation on the Transmission System, and each
Party's actions in an Emergency Condition. Any audit authorized by this article
shall be performed at the offices where such accounts and records are maintained
and shall be limited to those portions of such accounts and records that relate to
each Party's performance and satisfaction of obligations under this LGIA. Each
Party shall keep such accounts and records for a period equivalent to the audit
rights periods described in Article 25.4.

25.4

Audit Rights Periods.
25.4.1

Audit Rights Period for Construction-Related Accounts and
Records. Accounts and records related to the design, engineering,
procurement, and construction of Transmission Provider's
Interconnection Facilities and Network Upgrades shall be subject to
audit for a period of twenty-four months following Transmission
Provider's issuance of a final invoice in accordance with Article
12.2.

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25.4.2

25.5

Audit Rights Period for All Other Accounts and Records.
Accounts and records related to either Party's performance or
satisfaction of all obligations under this LGIA other than those
described in Article 25.4.1 shall be subject to audit as follows: (i)
for an audit relating to cost obligations, the applicable audit rights
period shall be twenty-four months after the auditing Party's receipt
of an invoice giving rise to such cost obligations; and (ii) for an audit
relating to all other obligations, the applicable audit rights period
shall be twenty-four months after the event for which the audit is
sought.

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 LGIA shall prevent a Party from utilizing the services of
any subcontractor as it deems appropriate to perform its obligations under this
LGIA; provided, however, that each Party shall require its subcontractors to
comply with all applicable terms and conditions of this LGIA in providing such
services and each Party shall remain primarily liable to the other Party for the
performance of such subcontractor.

26.2

Responsibility of Principal. The creation of any subcontract relationship shall
not relieve the hiring Party of any of its obligations under this LGIA. The hiring
Party shall be fully responsible to the other Party for the acts or omissions of any
subcontractor the hiring Party hires as if no subcontract had been made; provided,
however, that in no event shall Transmission Provider be liable for the actions or
inactions of Interconnection Customer or its subcontractors with respect to
obligations of Interconnection Customer under Article 5 of this LGIA. Any
applicable obligation imposed by this LGIA upon the hiring Party shall be equally
binding upon, and shall be construed as having application to, any subcontractor of
such Party.

26.3

No Limitation by Insurance. The obligations under this Article 26 will not be
limited in any way by any limitation of subcontractor's insurance.

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Article 27.

Disputes

27.1

Submission. In the event either Party has a dispute, or asserts a claim, that arises
out of or in connection with this LGIA or its performance, such Party (the
"disputing Party") shall provide the other Party with written notice of the dispute
or claim ("Notice of Dispute"). Such dispute or claim shall be referred to a
designated senior representative of each Party for resolution on an informal basis
as promptly as practicable after receipt of the Notice of Dispute by the other Party.
In the event the designated representatives are unable to resolve the claim or
dispute through unassisted or assisted negotiations within thirty (30) Calendar
Days of the other Party's receipt of the Notice of Dispute, such claim or dispute
may, upon mutual agreement of the Parties, be submitted to arbitration and
resolved in accordance with the arbitration procedures set forth below. In the
event the Parties do not agree to submit such claim or dispute to arbitration, each
Party may exercise whatever rights and remedies it may have in equity or at law
consistent with the terms of this LGIA.

27.2

External Arbitration Procedures. Any arbitration initiated under this LGIA
shall be conducted before a single neutral arbitrator appointed by the Parties. If
the Parties fail to agree upon a single arbitrator within ten (10) Calendar Days of
the submission of the dispute to arbitration, each Party shall choose one arbitrator
who shall sit on a three-member arbitration panel. The two arbitrators so chosen
shall within twenty (20) Calendar Days select a third arbitrator to chair the
arbitration panel. In either case, the arbitrators shall be knowledgeable in electric
utility matters, including electric transmission and bulk power issues, and shall not
have any current or past substantial business or financial relationships with any
party to the arbitration (except prior arbitration). The arbitrator(s) shall provide
each of the Parties an opportunity to be heard and, except as otherwise provided
herein, shall conduct the arbitration in accordance with the Commercial
Arbitration Rules of the American Arbitration Association ("Arbitration Rules")
and any applicable FERC regulations or RTO rules; provided, however, in the
event of a conflict between the Arbitration Rules and the terms of this Article 27,
the terms of this Article 27 shall prevail.

27.3

Arbitration Decisions. Unless otherwise agreed by the Parties, the arbitrator(s)
shall render a decision within ninety (90) Calendar Days of appointment and shall
notify the Parties in writing of such decision and the reasons therefor. The
arbitrator(s) shall be authorized only to interpret and apply the provisions of this
LGIA and shall have no power to modify or change any provision of this
Agreement in any manner. The decision of the arbitrator(s) shall be final and
binding upon the Parties, and judgment on the award may be entered in any court
having jurisdiction. The decision of the arbitrator(s) may be appealed solely on
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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 of the
cost of the third arbitrator chosen; or (2) one half the cost of the single arbitrator
jointly chosen by the Parties.

Article 28.
28.1

Representations, Warranties, and Covenants

General. Each Party makes the following representations, warranties and
covenants:
28.1.1

Good Standing. Such Party is duly organized, validly existing and
in good standing under the laws of the state in which it is organized,
formed, or incorporated, as applicable; that it is qualified to do
business in the state or states in which the Large Generating Facility,
Interconnection Facilities and Network Upgrades owned by such
Party, as applicable, are located; and that it has the corporate power
and authority to own its properties, to carry on its business as now
being conducted and to enter into this LGIA and carry out the
transactions contemplated hereby and perform and carry out all
covenants and obligations on its part to be performed under and
pursuant to this LGIA.

28.1.2

Authority. Such Party has the right, power and authority to enter
into this LGIA, to become a Party hereto and to perform its
obligations hereunder. This LGIA is a legal, valid and binding
obligation of such Party, enforceable against such Party in
accordance with its terms, except as the enforceability thereof may
be limited by applicable bankruptcy, insolvency, reorganization or
other similar laws affecting creditors' rights generally and by general
equitable principles (regardless of whether enforceability is sought
in a proceeding in equity or at law).

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28.1.3

No Conflict. The execution, delivery and performance of this LGIA
does not violate or conflict with the organizational or formation
documents, or bylaws or operating agreement, of such Party, or any
judgment, license, permit, order, material agreement or instrument
applicable to or binding upon such Party or any of its assets.

28.1.4

Consent and Approval. Such Party has sought or obtained, or, in
accordance with this LGIA will seek or obtain, each consent,
approval, authorization, order, or acceptance by any Governmental
Authority in connection with the execution, delivery and
performance of this LGIA, and it will provide to any Governmental
Authority notice of any actions under this LGIA that are required by
Applicable Laws and Regulations.

Article 29.
29.1

Joint Operating Committee

Joint Operating Committee. Except in the case of ISOs and RTOs,
Transmission Provider shall constitute a Joint Operating Committee to coordinate
operating and technical considerations of Interconnection Service. At least six (6)
months prior to the expected Initial Synchronization Date, Interconnection
Customer and Transmission Provider shall each appoint one representative and
one alternate to the Joint Operating Committee. Each Interconnection Customer
shall notify Transmission Provider of its appointment in writing. Such
appointments may be changed at any time by similar notice. The Joint Operating
Committee shall meet as necessary, but not less than once each calendar year, to
carry out the duties set forth herein. The Joint Operating Committee shall hold a
meeting at the request of either Party, at a time and place agreed upon by the
representatives. The Joint Operating Committee shall perform all of its duties
consistent with the provisions of this LGIA. Each Party shall cooperate in
providing to the Joint Operating Committee all information required in the
performance of the Joint Operating Committee's duties. All decisions and
agreements, if any, made by the Joint Operating Committee, shall be evidenced in
writing. The duties of the Joint Operating Committee shall include the following:
29.1.1

Establish data requirements and operating record requirements.

29.1.2

Review the requirements, standards, and procedures for data
acquisition equipment, protective equipment, and any other
equipment or software.

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29.1.3

Annually review the one (1) year forecast of maintenance and
planned outage schedules of Transmission Provider's and
Interconnection Customer's facilities at the Point of Interconnection.

29.1.4

Coordinate the scheduling of maintenance and planned outages on
the Interconnection Facilities, the Large Generating Facility and
other facilities that impact the normal operation of the
interconnection of the Large Generating Facility to the Transmission
System.

29.1.5

Ensure that information is being provided by each Party regarding
equipment availability.

29.1.6

Perform such other duties as may be conferred upon it by mutual
agreement of the Parties.

Article 30.

Miscellaneous

30.1

Binding Effect. This LGIA and the rights and obligations hereof, shall be binding
upon and shall inure to the benefit of the successors and assigns of the Parties
hereto.

30.2

Conflicts. In the event of a conflict between the body of this LGIA and any
attachment, appendices or exhibits hereto, the terms and provisions of the body of
this LGIA shall prevail and be deemed the final intent of the Parties.

30.3

Rules of Interpretation. This LGIA, unless a clear contrary intention appears,
shall be construed and interpreted as follows: (1) the singular number includes the
plural number and vice versa; (2) reference to any person includes such person's
successors and assigns but, in the case of a Party, only if such successors and
assigns are permitted by this LGIA, and reference to a person in a particular
capacity excludes such person in any other capacity or individually; (3) reference
to any agreement (including this LGIA), document, instrument or tariff means
such agreement, document, instrument, or tariff as amended or modified and in
effect from time to time in accordance with the terms thereof and, if applicable,
the terms hereof; (4) reference to any Applicable Laws and Regulations means
such Applicable Laws and Regulations as amended, modified, codified, or
reenacted, in whole or in part, and in effect from time to time, including, if
applicable, rules and regulations promulgated thereunder; (5) unless expressly
stated otherwise, reference to any Article, Section or Appendix means such Article
of this LGIA or such Appendix to this LGIA, or such Section to the LGIP or such
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Appendix to the LGIP, as the case may be; (6) "hereunder", "hereof", "herein",
"hereto" and words of similar import shall be deemed references to this LGIA as a
whole and not to any particular Article or other provision hereof or thereof; (7)
"including" (and with correlative meaning "include") means including without
limiting the generality of any description preceding such term; and (8) relative to
the determination of any period of time, "from" means "from and including", "to"
means "to but excluding" and "through" means "through and including".
30.4

Entire Agreement. This LGIA, including all Appendices and Schedules attached
hereto, constitutes the entire agreement between the Parties with reference to the
subject matter hereof, and supersedes all prior and contemporaneous
understandings or agreements, oral or written, between the Parties with respect to
the subject matter of this LGIA. There are no other agreements, representations,
warranties, or covenants which constitute any part of the consideration for, or any
condition to, either Party's compliance with its obligations under this LGIA.

30.5

No Third Party Beneficiaries. This LGIA is not intended to and does not create
rights, remedies, or benefits of any character whatsoever in favor of any persons,
corporations, associations, or entities other than the Parties, and the obligations
herein assumed are solely for the use and benefit of the Parties, their successors in
interest and, where permitted, their assigns.

30.6

Waiver. The failure of a Party to this LGIA to insist, on any occasion, upon strict
performance of any provision of this LGIA will not be considered a waiver of any
obligation, right, or duty of, or imposed upon, such Party.
Any waiver at any time by either Party of its rights with respect to this LGIA shall
not be deemed a continuing waiver or a waiver with respect to any other failure to
comply with any other obligation, right, duty of this LGIA. Termination or
Default of this LGIA for any reason by Interconnection Customer shall not
constitute a waiver of Interconnection Customer's legal rights to obtain an
interconnection from Transmission Provider. Any waiver of this LGIA shall, if
requested, be provided in writing.

30.7

Headings. The descriptive headings of the various Articles of this LGIA have
been inserted for convenience of reference only and are of no significance in the
interpretation or construction of this LGIA.

30.8

Multiple Counterparts. This LGIA may be executed in two or more
counterparts, each of which is deemed an original but all constitute one and the
same instrument.
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30.9

Amendment. The Parties may by mutual agreement amend this LGIA by a
written instrument duly executed by the Parties.

30.10 Modification by the Parties. The Parties may by mutual agreement amend the
Appendices to this LGIA by a written instrument duly executed by the Parties.
Such amendment shall become effective and a part of this LGIA upon satisfaction
of all Applicable Laws and Regulations.
30.11 Reservation of Rights. Transmission Provider shall have the right to make a
unilateral filing with FERC to modify this LGIA with respect to any rates, terms
and conditions, charges, classifications of service, rule or regulation under section
205 or any other applicable provision of the Federal Power Act and FERC's rules
and regulations thereunder, and Interconnection Customer shall have the right to
make a unilateral filing with FERC to modify this LGIA pursuant to section 206 or
any other applicable provision of the Federal Power Act and FERC's rules and
regulations thereunder; provided that each Party shall have the right to protest any
such filing by the other Party and to participate fully in any proceeding before
FERC in which such modifications may be considered. Nothing in this LGIA
shall limit the rights of the Parties or of FERC under sections 205 or 206 of the
Federal Power Act and FERC's rules and regulations thereunder, except to the
extent that the Parties otherwise mutually agree as provided herein.
30.12 No Partnership. This LGIA shall not be interpreted or construed to create an
association, joint venture, agency relationship, or partnership between the Parties
or to impose any partnership obligation or partnership liability upon either Party.
Neither Party shall have any right, power or authority to enter into any agreement
or undertaking for, or act on behalf of, or to act as or be an agent or representative
of, or to otherwise bind, the other Party.

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IN WITNESS WHEREOF, the Parties have executed this LGIA in duplicate
originals, each of which shall constitute and be an original effective Agreement between
the Parties.
[Insert name of Transmission Provider or Transmission Owner, if applicable]
By:

By:

Title:

Title: _____________________________

Date:

Date: _____________________________

[Insert name of Interconnection Customer]

By:
Title:
Date:

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______________________________

Appendix A to LGIA
Interconnection Facilities, Network Upgrades and Distribution Upgrades

1. Interconnection Facilities:

(a) [insert Interconnection Customer's Interconnection Facilities]:

(b) [insert Transmission Provider's Interconnection Facilities]:

2. Network Upgrades:

(a) [insert Stand Alone Network Upgrades]:

(b) [insert Other Network Upgrades]:

3. Distribution Upgrades:

Appendix B to LGIA
Milestones

Appendix C to LGIA
Interconnection Details

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 cybersecurity practices.

Appendix E to LGIA
Commercial Operation Date

This Appendix E is a part of the LGIA between Transmission Provider and
Interconnection Customer.
[Date]
[Transmission Provider Address]
Re:

_____________ Large Generating Facility

Dear _______________:
On [Date] [Interconnection Customer] has completed Trial Operation of Unit
No. ___. This letter confirms that [Interconnection Customer] commenced Commercial
Operation of Unit No. ___ at the Large Generating Facility, effective as of [Date plus
one day].
Thank you.
[Signature]
[Interconnection Customer Representative]

Appendix F to LGIA
Addresses for Delivery of Notices and Billings

Notices:.
Transmission Provider:
[To be supplied.]

Interconnection Customer:
[To be supplied.]

Billings and Payments:

Transmission Provider:
[To be supplied.]

Interconnection Customer:
[To be supplied.]

Alternative Forms of Delivery of Notices (telephone, facsimile or email):

Transmission Provider:
[To be supplied.]

Interconnection Customer:
[To be supplied.]

Appendix G to LGIA
Requirements of Generators Relying on Newer Technologies