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Southern California Edison Company FERC EPA Electric Tariff
Tariff Title: Wholesale Distribution Access Tariff
Tariff Record Title: Service Agreement No.422
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SERVICE AGREEMENT FOR WHOLESALE DISTRIBUTION SERVICE
Between
Southern California Edison Company
And
City of Palm Springs, CA
Project: City of Palm Springs, Sunrise Plaza, Cogeneration Facility Project(SCE
WDT870QFC)
Contract Effective Date: Tariff Record Proposed Effective Date:
905.422.0 Version Number: 0.0.0
WDT870QFC Option Code:A
Page 1
SERVICE AGREEMENT FOR WHOLESALE DISTRIBUTION SERVICE
1. This Service Agreement, dated as of the date executed by the Distribution Customer, is
entered into,by and between Southern California Edison Company("Distribution Provider"),
and City of Pahn Springs, CA("Distribution Customer").
2. The Distribution Customer has been determined by the Distribution Provider to have a
Completed Application for Distribution Service under the Tariff.
3. The Distribution Customer has provided to the Distribution Provider an Application
deposit in the amount of N/A, in accordance with the provisions of Section 15.2 of the Tariff.
4. Service under this Service Agreement shall commence on the later of(1)the Effective
Date of the Generator Interconnection Agreement("GIA") for a GeneratingF acility
Interconnecting Under the Cluster Study Process between Distribution Provider and Distribution
Customer for the City of Palm Springs, Sunrise Plaza, Cogeneration Facility Project executed
concurrently herewith; or(2) the date on which construction of any Direct Assignment Facilities
and/or Distribution System Upgrades specified in Sections 7.0 and 8.0 of the attached
Specifications For Wholesale Distribution Service are completed and all additional requirements
are met pursuant to Section 13.5 of the Tariff, or(3) such other date as it is permitted to become
effective by the Commission. Service under this Service Agreement shall terminate on the
earliest of the following to occur: (1) the termination date of the GIA, or(2) the date on which
Distribution Provider terminates service under this Service Agreement at Distribution Provider's
option subject to FERC acceptance if Distribution Customer has not utilized the Distribution
Service provided under this Service Agreement for a period of two consecutive years or more
following the commencement date of Distribution Service under this Service Agreement (except
for any period when Distribution Customer does not utilize the Distribution Service due to the
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occurrence of an Uncontrollable Force or default of Distribution Provider under this Service
Agreement), or(3)the date on which Distribution Provider terminates service at Distribution
Provider's option, upon failure by Distribution Customer to provide Distribution Provider
advance notice prior to making any changes (other than maintenance which is addressed in
Attachment C, Section 2.2.4 of the Tariff) to the generation or power transformation facilities
and equipment which comprise the Distribution Customer's City of Palm Springs, Sunrise Plaza,
Cogeneration Facility Project. Distribution Customer shall notify Distribution Provider within a
reasonable time prior to the date when such changes are planned to be placed in service so that
the Distribution Provider can evaluate any potential system impacts which may occur as a result
of such changes and whether such changes will require a new Application under the Tariff. If
Distribution Customer fails to provide Distribution Provider advance notice of changes to the
generation or power transformation equipment and facilities which comprise the Distribution
Customer's City of Palm Springs. Sunrise Plaza, Cogeneration Facility Project and any such
change does or may cause material system impacts or is or may be materially inconsistent with
the service provided pursuant to this Service Agreement, Distribution Provider shall have the
right to terminate this Service Agreement subject to FERC acceptance or approval.
5. The Distribution Provider agrees to provide and the Distribution Customer agrees to take
and pay for Distribution Service in accordance with the provisions of the Tariff and this Service
Agreement.
6. Any notice or request made to or by either Party regarding this Service Agreement shall
be made to the representative of the other Party as indicated below.
Distribution Provider:
Southern California Edison Company
Manager, Grid Contract Management
4
1
Page 3
P. O. Box 800
2244 Walnut Grove Avenue
Rosemead, California 91770
Fax: (626) 302-1152
Phone: (626) 302-9640
Distribution Customer:
City Of Palm Springs, CA
Attention: Patrick Sweenev
425 N. Civic Drive
Palm Springs, CA 92262
Phone: (760) 567-2976
Fax: (760) 322-5581
7. The Tariff and attached Specifications For Wholesale Distribution Service are
incorporated herein and made a part hereof.
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Page 4
IN WITNESS WHEREOF, the Parties have caused this Service Agreement to be executed by
their respective authorized officials.
Southern California Edison Company:
Vice President,
Transmission and
Distribution
By:
Kevin M. Payne Title Date
City of Palm Springs:
City Manager
APPROVED BY CITY COUVWd H. Ready Title Date
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APP Al TO FORM
ATTEST:
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ity Clerk ��,/J7.
Date
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Page 5
SPECIFICATIONS FOR WHOLESALE DISTRIBUTION SERVICE
1. Term of Transaction: See Section 4 of the Service Agreement
Service Commencement Date: See Section 4 of the Service Agreement
Termination Date: See Section 4 of the Service Agreement
2. For a Resource connected to the Distribution Provider's Distribution System, a
description of capacity and energy to be transmitted by Distribution Provider and a five year
forecast of monthly Generation: Distribution Customer's City of Palm Springs, Sunrise Plaza,
Cogeneration Facility Project as defined in the GIA. Capacity shall be as specified in Section 6
below. Distribution Customer shall provide Distribution Provider a five-vear forecast of
monthly Generation.
3. Point of Receipt: A tap on the Saturnino 12kV line out of SCE's Thornhill 115kV
Substation.
Point of Delivery: The ISO Grid at Distribution Provider's Thomhill 115kV Substation.
Receiving Party: The California Independent System Operator Corporation.
4. Description of Wholesale Distribution Load at the Point of Delivery(including a five
year forecast of monthly load requirements): Not Applicable.
S. Interruptible Load amount(summer and winter), location and conditions/limitations (five
year forecast): Not Applicable.
6. For Resources, the maximum amount of capacity and energy to be transmitted. For
Wholesale Distribution Load, the estimated peak load for informational purposes only: 0.65
MW. Distribution Customer shall participate in ISO congestion management. Distribution
Customer is aware that the City of Palm Springs, Sunrise Plaza, Cogeneration Facility Project
Page 6
will compete with other market generation for available transmission capacity in accordance with
ISO protocols. Distribution Customer shall participate in any special protection system (SPS)
required to prevent thermal overloads and unstable conditions resulting from outages. Such
participation shall be in accordance with applicable FERC regulations, and ISO Tariff provisions
and protocols. Distribution Customer will not be entitled to any compensation from SCE,
pursuant to this Agreement, for loss of generation output when (i)the City of Palm Springs,
Sunrise Plaza, Cogeneration Facility Project generation is reduced or tripped off-line due to
implementation of the SPS; or 60 such generation output is restricted in the event the SPS
becomes inoperable. The ISO metering facilities shall be, notwithstanding Attachment C, Section
1 of the Tariff, owned by the Distribution Customer and located on the Distribution Customer's
side of the Point of Receipt. Distribution Customer shall be responsible for the installation,
maintenance, testing and certification of the ISO metering facilities in accordance with
applicable ISO Tariff provisions and Metering Protocol. Distribution Customer shall be
responsible for all costs associated with the testing and certification of ISO metering facilities.
7. Direct Assignment Facilities: Provided for in the GIA between Distribution Provider and
Distribution Customer executed concurrently herewith.
8. Distribution System Upgrades required prior to the commencement of service: None.
9. Real Power Loss Factors: 3.73% credit to the Distribution Customer
10. Power Factor: The Distribution Customer is required to maintain its power factor within
a range of 0.95 lagging to 0.95 leading(or, if so specified in the Service Agreement, a greater
range),pursuant to Good Utility Practice. This provision recognizes that a Distribution
Customer may provide reactive power support in accordance with Section 12.10 (Self Provision
of Ancillary Services), of this Tariff. The operating power factor at the Point of Receipt shall be
Page 7
at unity unless Distribution Customer is otherwise notified by the Distribution Provider to
maintain a specified voltage schedule while operating within the power factor range as specified
above.
11. Distribution Service under this Agreement will be subject to the charges detailed below.
11.1 Customer Charge: None.
11.2 Demand Charge: None,pursuant to Section 21.2.2 of the Tariff.
11.3 Facilities Charge: The monthly Interconnection Facilities Charge of$176.66,
which is the product of 0.51% (Customer-Financed Monthly) and $34,639.19
(Interconnection Facilities Cost) provided for under the GIA.
11.4 System Impact and/or Facilities Study Charge(s): None
12. Letter of credit or alternative form of security to be provided and maintained by
Distribution Customer pursuant to Sections 8 and 16.4 of the Tariff. Provided for in the GIA.
Title Page
Southern California Edison Company FERC FPA Electric Tariff
Tariff Title: Wholesale Distribution Access Tariff
Tariff Record Title: Service Agreement No.421
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GENERATOR INTERCONNECTION AGREEMENT (GIA)
FOR A GENERATING FACILITY
INTERCONNECTING UNDER THE CLUSTER STUDY PROCESS
BETWEEN
CITY OF PALM SPRINGS, CA
AND
SOUTHERN CALIFORNIA EDISON COMPANY
PROJECT: City of Palm Springs, Sunrise Plaza, Cogeneration Facility Project
(SCE WDT870QFC)
Contract Effective Date: xx/xx/xx Tariff Record Proposed Effective Date: xx/xx/xx
905.421.0 Version Number:0.0.0
WDT870QFC Option Code: A
Page No. 1
TABLE OF CONTENTS
Page No.
Recitals...........................................................................................................................................7
Article1. Definitions....................................................................................................................7
Article 2. Effective Date, Term, and Termination.................................................................. 17
2.1 Effective Date................................................................................................................ 18
2.2 Term of Agreement...................................................................................................... 18
2.3 Termination Procedures.............................................................................................. 18
2.3.1 Written Notice........................................................................................................... 18
2.3.2 Default........................................................................................................................ 18
2.3.3 Suspension of Work.................................................................................................. 18
2.4 Termination Costs........................................................................................................ 18
2.5 Disconnection................................................................................................................ 19
2.6 Survival......................................................................................................................... 19
Article3. Regulatory Filings..................................................................................................... 19
3.1 Filing.............................................................................................................................. 19
Article4. Scope of Service ........................................................................................................20
4.1 Interconnection Service...............................................................................................20
4.1.1 Distribution Service Implications............................................................................20
4.1.2 Transmission Service Implications.........................................................................20
4.2 Provision of Service......................................................................................................20
4.3 Performance Standards...............................................................................................20
4.4 No Distribution Service or Transmission Service.....................................................20
4.5 Interconnection Customer Provided Services...........................................................21
Article 5. Interconnection Facilities Engineering,Procurement, and Construction...........21
5.1 Options..........................................................................................................................21
5.1.1 Standard Option.......................................................................................................21
5.1.2 Alternate Option.......................................................................................................21
5.1.3 Option to Build..........................................................................................................22
5.1.4 Negotiated Option.....................................................................................................22
5.2 General Conditions Applicable to Option to Build...................................................22
5.3 Liquidated Damages. ...................................................................................................23
5.4 Power System Stabilizers.............................................................................................24
5.5 Equipment Procurement.............................................................................................25
5.6 Construction Commencement.....................................................................................25
5.7 Work Progress..............................................................................................................25
5.8 Information Exchange.................................................................................................26
5.9 Limited Operation........................................................................................................26
5.10 Interconnection Customer's Interconnection Facilities ('ICIF').............................26
5.10.1 Interconnection Customer's Interconnection Facility Specifications.
InterconntialSynchronization Date...................................................................................26
5.10.2 Distribution Provider's Review...........................................................................26
5.10.3 ICIF Construction.................................................................................................27
5.10.4 Interconnection Customer to Meet Requirements of the Distribution
Provider's Interconnection Handbook...............................................................................27
5.11 Distribution Provider's Interconnection Facilities Construction............................27
Page No. 2
5.12 Access Rights. ...............................................................................................................27
5.13 Lands of Other Property Owners...............................................................................28
5.14 Permits...........................................................................................................................28
5.15 Early Construction of Base Case Facilities................................................................28
5.16 Suspension.....................................................................................................................28
5.17 Taxes..............................................................................................................................29
5.17.1 Interconnection Customer Payments Not Taxable............................................29
5.17.2 Representations and Covenants...........................................................................29
5.17.3..Indemnification for the Cost Consequences of Current Tax Liability Imposed
Uponthe Distribution Provider.....................................................................................30
5.17.4 Tax Gross-Up Amount.........................................................................................31
5.17.5 Private Letter Ruling or Change or Clarification of Law.................................31
5.17.6 Subsequent Taxable Events.................................................................................32
5.17.7 Contests..................................................................................................................32
5.17.8 Refund....................................................................................................................33
5.17.9 Taxes Other Than Income Taxes.........................................................................34
5.17.10 Distribution Owners Who Are Not Distribution Providers................................34
5.18 Tax Status......................................................................................................................34
5.19 Modification..................................................................................................................34
5.19.1 General...................................................................................................................34
5.19.2 Standards...............................................................................................................35
5.19.3 Modification Costs................................................................................................35
Article6. Testing and Inspection.............................................................................................35
6.1 Pre-Commercial Operation Date Testing and Modifications..................................35
6.2 Post-Commercial Operation Date Testing and Modifications.................................36
6.3 Right to Observe Testing.............................................................................................36
6.4 Right to Inspect.............................................................................................................36
Article7. Metering....................................................................................................................36
7.1 General..........................................................................................................................36
7.2 Check Meters................................................................................................................36
7.3 Distribution Provider Retail Metering.......................................................................37
Article8. Communications.......................................................................................................37
8.1 Interconnection Customer Obligations......................................................................37
8.2 Remote Terminal Unit.................................................................................................37
8.3 No Annexation..............................................................................................................38
Article 9. Operations.................................................................................................................38
9.1 General..........................................................................................................................38
9.2 Control Area Notification............................................................................................38
9.3 Distribution Provider Obligations..............................................................................38
9.4 Interconnection Customer Obligations......................................................................38
9.5 Start-Up and Synchronization....................................................................................38
9.6 Reactive Power.............................................................................................................39
9.6.1 Power Factor Design Criteria..................................................................................39
9.6.2 Voltage Schedules.....................................................................................................39
9.6.3 Payment for Reactive Power. ..................................................................................40
9.7 Outages and Interruptions..........................................................................................40
Page No. 3
9.7.1 Outages......................................................................................................................40
9.7.2 Interruption of Service.............................................................................................41
9.7.3 Under-Frequency and Over Frequency Conditions..............................................42
9.7.4 System Protection and Other Control Requirements...........................................42
9.7.5 Requirements for Protection...................................................................................43
9.7.6 Power Quality. ..........................................................................................................43
9.8 Switching and Tagging Rules......................................................................................44
9.9 Use of Interconnection Facilities by Third Parties....................................................44
9.9.1 Purpose of Interconnection Facilities. .-,-,...............................................................44
9.9.2 Third Party Users.....................................................................................................44
9.10 Disturbance Analysis Data Exchange.........................................................................44
Article10.Maintenance..............................................................................................................44
10.1 Distribution Provider Obligations..............................................................................44
10.2 Interconnection Customer Obligations......................................................................45
10.3 Coordination.................................................................................................................45
10.4 Secondary Systems.......................................................................................................45
10.5 Operating and Maintenance Expenses.......................................................................45
Article11.Performance Obligation...........................................................................................45
11.1 Interconnection Customer Interconnection Facilities. .............................................45
11.2 Distribution Provider's Interconnection Facilities....................................................45
11.3 Network Upgrades and Distribution Upgrades.........................................................45
11.4 Transmission Credits...................................................................................................46
11.4.1 Repayment of Amounts Advanced for Network Upgrades...............................46
11.4.2 Special Provisions for Affected Systems............o................................................46
11.5 Provision of Interconnection Financial Security.......................................................47
Article12.Invoice........................................................................................................................47
12.1 General..........................................................................................................................47
12.2 Final Invoice..................................................................................................................47
12.3 Payment.........................................................................................................................47
12.4 Disputes.........................................................................................................................48
Article13.Emergencies ..............................................................................................................48
13.1 Definition.......................................................................................................................48
13.2 Obligations....................................................................................................................48
13.3 Notice.............................................................................................................................48
13.4 Immediate Action.........................................................................................................49
13.5 Distribution Provider Authority.................................................................................49
13.5.1 General...................................................................................................................49
13.5.2 Reduction and Disconnection...............................................................................49
13.6 Interconnection Customer Authority.........................................................................50
13.7 Limited Liability...........................................................................................................50
Article 14.Regulatory Requirements and Governing Law.....................................................50
14.1 Regulatory Requirements,....................o......................................................................50
14.2 Governing Law.............................................................................................................50
Article15.Notices........................................................................................................................50
15.1 General..........................................................................................................................51
15.2 Billings and Payments..........................................................o.......................................51
Page No. 4
15.3 Alternative Forms of Notice........................................................................................51
15.4 Operations and Maintenance Notice..........................................................................51
Article16.Uncontrollable Force................................................................................................51
16.1 Uncontrollable Force....................................................................................................51
Article17.Default........................................................................................................................52
17.1 Default...........................................................................................................................52
17.1.1 General...................................................................................................................52
17.1.2 Right to Terminate................................................................................................52
Article 18.Indemnity, Consequential Damages and Insurance..............................................52
18.1 Indemnity......................................................................................................................52
18.1.1 Indemnified Person...............................................................................................52
18.1.2 Indemnifying Party.................................................... .........52
. ..................................
18.1.3 Indemnity Procedures. .........................................................................................53
18.2 Consequential Damages. .............................................................................................53
18.3 Insurance.......................................................................................................................54
Article19.Assignment................................................................................................................55
19.1 Assignment....................................................................................................................55
Article20.Severability................................................................................................................56
20.1 Severability. .................................................................................................................56
Article21.Comparability...........................................................................................................56
21.1 Comparability...............................................................................................................56
Article22.Confidentiality..........................................................................................................56
22.1 Confidentiality. ............................................................................................................56
22.1.1 Term.......................................................................................................................57
22.1.2 Scope.......................................................................................................................57
22.1.3 Release of Confidential Information...................................................................57
22.1.4 Rights. ....................................................................................................................57
22.1.5 No Warranties.......................................................................................................58
22.1.6 Standard of Care...................................................................................................58
22.1.7 Order of Disclosure...............................................................................................58
22.1.8 Termination of Agreement...................................................................................58
22.1.9 Remedies. ..............................................................................................................58
22.1.10 Disclosure to FERC,its Staff, or a State...............................................................59
Article23.Environmental Releases...........................................................................................59
Article24.Information Requirements......................................................................................60
24.1 Information Acquisition.............................................................................................. 60
24.2 Information Submission by Distribution Provider...................................................60,
24.3 Updated Information Submission by Interconnection Customer. .......................... 60
24.4 Information Supplementation.....................................................................................61
Article 25.Information Access and Audit Rights.....................................................................61
25.1 Information Access....................................................................................................... 61
25.2 Reporting of Non-Uncontrollable Force Events........................................................61
25.3 Audit Rights. ................................................................................................................ 62
25.4 Audit Rights Periods.................................................................................................... 62
25.4.1 Audit Rights Period for Construction-Related Accounts and Records...........62
25.4.2 Audit Rights Period for All Other Accounts and Records................................ 62
Page No. 5
25.5 Audit Results.............................................................................:...................................62
Article26.Subcontractors..........................................................................................................62
26.1 General..........................................................................................................................62
26.2 Responsibility of Principal...........................................................................................63
26.3 No Limitation by Insurance.. ......................................................................................63
Article27.Disputes......................................................................................................................63
27.1 Submission....................................................................................................................63
27.2 External Arbitration Procedures................................................................................ 63
27.3 Arbitration Decisions...................................................................................................64
27.4 Costs............................................................................................................................... 64
Article28.Representations, Warranties, and Covenants........................................................64
28.1 General.......................................................................................................................... 64
28.1.1 Good Standing............................................................................................ .......64
28.1.2 Authority. ..............................................................................................................64
28.1.3 No Conflict................................................................................................................ 64
28.1.4 Consent and Approval..........................................................................................65
Article 29.[Reserved].................................................................................................................. 65
Article30.Miscellaneous............................................................................................................65
30.1 Binding Effect............................................................................................................... 65
30.2 Conflicts.........................................................................................................................65
30.3 Rules of Interpretation.................................................................................................65
30.4 Entire Agreement. ....................................................................................................... 65
30.5 No Third Party Beneficiaries. .....................................................................................66
30.6 Waiver........................................................................................................................... 66
30.7 Headings........................................................................................................................66
30.8 Multiple Counterparts................................................................................................. 66
30.9 Amendment...................................................................................................................66
30.10 Modification by the Parties.........................................................................................66
30.11 Reservation of Rights...................................................................................................66
30.12 No Partnership..............................................................................................................67
Appendix A—Interconnection Facilities,Network Upgrades and Distribution Upgrades
Appendix B—Milestones
Appendix C—Interconnection Details
Appendix D— Security Arrangements Details
Appendix E—Commercial Operation Date
Appendix F—Addresses for Delivery of Notices and Billings
Appendix G—Interconnection Customer's Proportional Share of Costs of Network
Upgrades for Applicable Project Group
Appendix H—Interconnection Requirements For A Wind Generating Plant
Page No. 6
Page No. 7
GENERATOR INTERCONNECTION AGREEMENT
THIS GENERATOR INTERCONNECTION AGREEMENT ("GIA" or
"Agreement") is made and entered into this_day of 20 ,by and between the
City of Palm Springs, a municipal entity organized and existing under the_laws of the
State/Commonwealth of California("Interconnection Customer" with a Generating Facility), and
Southern California Edison Company, a corporation organized and existing under the laws of the
State of California("Distribution Provider and/or Distribution Owner"). Interconnection
Customer and Distribution Provider each may be referred to as a"Party"or collectively as the
"Parties."
Recitals
WHEREAS,Distribution Provider operates the Distribution System; and
WHEREAS, Interconnection Customer intends to own, lease and/or control and operate
the Generating Facility identified in Appendix C to this Agreement; and,
WHEREAS, Interconnection Customer and Distribution Provider have agreed to enter
into this Agreement for the purpose of interconnecting the Generating Facility with the
Distribution System;
NOW, THEREFORE, in consideration of and subject to the mutual covenants contained
herein, it is agreed:
When used in this 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 Tariff.
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 Distribution Provider's
Distribution 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.
Page No. 8
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 Distribution Provider's Distribution 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
Distribution 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 Distribution System to which the
Generating Facility is directly interconnected, including the requirements pursuant to Section
215 of the Federal Power Act.
Base Case shall mean data including, but not limited to, base case power flow, short
circuit, and stability data bases, underlying load, generation, and transmission facility
assumptions, contingency lists, including relevant special protection systems, and transmission
diagrams used to perform Phase I Interconnection and Phase II Interconnection Studies. The
Base Case may include Critical Energy Infrastructure Information(as that term is defined by
FERC). The Base Case shall include transmission facilities as approved by the Distribution
Provider or ISO, as applicable, and Distribution Upgrades and Network Upgrades associated
with generating facilities in (iv)below and generating facilities that(i) are directly
interconnected to the Distribution System or ISO Grid; (ii) are interconnected to Affected
Systems and may have an impact on the Interconnection Request; (iii)have a pending request to
interconnect to the Distribution System or an Affected System; or(iv) are not interconnected to
the Distribution System or ISO Grid,but are subject to a fully executed generator
interconnection agreement(or its equivalent predecessor agreement) or for which an unexecuted
generator interconnection agreement(or its equivalent predecessor agreement)has been
requested to be filed with FERC.
Breach shall mean the failure of a Party to perform or observe any material term or
condition of the GIA.
Breaching Party shall mean a Party that is in Breach of the GIA.
Business Day shall mean Monday through Friday, excluding Federal Holidays.
Calendar Day shall mean any day including Saturday, Sunday or a Federal Holiday.
Cluster Application Window shall mean a period of time specified by the Distribution
Provider in which Interconnection Requests will be accepted for processing under the Cluster
Study Process as set forth in Section 4.1 of the GIP.
Page No. 9
Cluster Study Process shall mean the interconnection study process set forth in GIP
Section 4.
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 an Electric Generating Unit shall mean the date on
which an Electric Generating Unit at a Generating Facility commences Commercial Operation as
agreed to by the Parties pursuant to Appendix E to the GIA.
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.
Construction Activities shall mean actions by the Distribution Provider that result in
irrevocable financial commitments for the purchase of major electrical equipment or land for
Distribution Provider's Interconnection Facilities, Distribution Upgrades, or Network Upgrades
assigned to the Interconnection Customer that occur after receipt of all appropriate governmental
approvals needed for the Distribution Provider's Interconnection Facilities, Distribution
Upgrades, or Network Upgrades.
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 GIA.
Delivery Network Upgrades shall mean the transmission facilities at or beyond the point
where the Distribution Provider's Distribution System interconnects to the ISO Grid, other than
Reliability Network Upgrades, identified in the Interconnection Studies to relieve constraints on
the ISO Grid.
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 Owner shall mean an entity that owns, leases or otherwise possesses an
interest in the portion of the Distribution System at the Point of Interconnection and may be a
Party to the GIA to the extent necessary.
Page No. 10
Distribution 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 Distribution
Provider should be read to include the Distribution Owner when the Distribution Owner is
separate from the Distribution Provider.
Distribution Provider's Interconnection Facilities shall mean all facilities and
equipment owned, controlled or operated by the Distribution Provider from the Point of Change
of Ownership to the Point of Interconnection as identified in Appendix A to the GIA, including
any modifications, additions or upgrades to such facilities and equipment. Distribution
Provider's Interconnection Facilities are sole use facilities and shall not include Distribution
Upgrades, Stand Alone Network Upgrades or Network Upgrades.
Distribution Service shall mean the wholesale distribution service provided under the
Tariff.
Distribution System shall mean those non-ISO transmission and distribution facilities
owned, controlled and operated by the Distribution Provider that are used to provide Distribution
Service under the Tariff, which facilities and equipment are used to transmit electricity to
ultimate usage points such as homes and industries directly from nearby generators or from
interchanges with higher voltage transmission networks which transport bulk power over longer
distances. The voltage levels at which distribution systems operate differ among areas.
Distribution Upgrades shall mean the additions, modifications, and upgrades to the
Distribution 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 GIA becomes effective upon execution
by the Parties subject to acceptance by FERC, or if filed unexecuted,upon the date specified by
FERC.
Electric Generating Unit shall mean an individual electric generator and its associated
plant and apparatus whose electrical output is capable of being separately identified and metered.
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 Distribution Provider, is imminently likely(as determined in a non-discriminatory manner)
to cause a material adverse effect on the security of, or damage to Distribution Provider's
Distribution System, Distribution Provider's Interconnection Facilities or the electric systems of
others to which the Distribution Provider's Distribution 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
Page No. 11
and black start shall be considered Emergency Conditions; provided,that Interconnection
Customer is not obligated by the GIA to possess black start capability.
Engineering& Procurement(E&P) Agreement shall mean an agreement that
authorizes the Distribution Provider to begin engineering and procurement of long lead-time
items necessary for the establishment of the interconnection in order to advance the
implementation of the Interconnection Request.
Environmental Law shall mean Applicable Laws or Regulations relating to pollution or
protection of the environment or natural resources.
Federal Power Act shall mean the Federal Power Act, as amended, 16 U.S.C. §§ 791 a et
sec.
FERC shall mean the Federal Energy Regulatory Commission(Commission) or its
successor.
Full Capacity Deliverability Status shall mean the condition whereby a Generating
Facility interconnected with the Distribution System,under coincident ISO Control Area peak
demand and a variety of severely stressed system conditions, can deliver the Generating
Facility's full output to the aggregate of load on the ISO Grid, consistent with the ISO's
reliability criteria and procedures and the ISO's On-Peak Deliverability Assessment as set forth
in Section 4.5.4.2.1 of the GIP.
Generating Facility shall mean Interconnection Customer's Electric Generating Unit(s)
used 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 Electric
Generating Units.
Generator Interconnection Agreement (GIA) shall mean the form of interconnection
agreement applicable to an Interconnection Request pertaining to a Generating Facility processed
pursuant to the Cluster Study Process of the Generator Interconnection Procedures, a pro forma
version of which is set forth in Appendix 5 to the GIP.
Generator Interconnection Procedures (GIP) shall mean the interconnection
procedures applicable to an Interconnection Request pertaining to a Generating Facility set forth
in Attachment I of the Distribution Provider's Tariff.
Generator Interconnection Study Process Agreement shall mean the agreement
between the Distribution Customer and the Interconnection Customer for conducting the
Interconnection Studies for a proposed Generating Facility under the Cluster Study Process, a
pro forma version of which is set forth in Appendix 3 of the GIP.
Page No. 12
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, Distribution Provider, or any Affiliate thereof.
Group Study shall mean the process whereby more than one Interconnection Request is
studied together, instead of individually, for the purpose of conducting one or more of the
Interconnection Studies or analyses therein.
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 Distribution Provider's Interconnection
Facilities to obtain back feed power.
Interconnection Customer shall mean any entity, including the Distribution Provider,
Distribution Owner or any of the Affiliates or subsidiaries of either, that proposes to interconnect
its Generating Facility with the Distribution Provider's Distribution System.
Interconnection Customer's Interconnection Facilities shall mean all facilities and
equipment, as identified in Appendix A of the GIA, 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 Distribution Provider's Distribution System. Interconnection
Customer's Interconnection Facilities are sole use facilities.
Page No. 13
Interconnection Facilities shall mean the Distribution 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 Distribution
Provider's Distribution System. Interconnection Facilities are sole use facilities and shall not
include Distribution Upgrades, Stand Alone Network Upgrades or Network Upgrades.
Interconnection Financial Security shall have the meaning assigned to it in Section 4.8
ofthe GIP.
Interconnection Handbook shall mean a handbook, developed by the Distribution
Provider and posted on the Distribution Provider's website or otherwise made available by the
Distribution Provider, describing the technical and operational requirements for wholesale
generators and loads connected to the Distribution System, as such handbook may be modified
or superseded from time to time. Distribution Provider's standards contained in the
Interconnection Handbook shall be deemed consistent with Good Utility Practice and Applicable
Reliability Standards. In the event of a conflict between the terms of this GIA and the terms of
the Distribution Provider's Interconnection Handbook, the terms in this GIA shall govern.
Interconnection Request shall mean an Interconnection Customer's request, in the form
of Appendix 1 to the GIP, 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 Distribution
Provider's Distribution System.
Interconnection Service shall mean the service provided by the Distribution Provider
associated with interconnecting the Interconnection Customer's Generating Facility to the
Distribution Provider's Distribution 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
GIA and, if applicable, the Distribution Provider's Tariff.
Interconnection Study shall mean any of the following studies: the Phase I
Interconnection Study and the Phase II Interconnection Study described in Section 4.5 and
Section 4.6 of the GIP.
Interconnection Study Cycle shall mean all requirements, actions, and respective
obligations of the Distribution Provider and Interconnection Customer under the GIP applicable
to an Interconnection Request submitted in a particular Cluster Application Window through
execution by the parties of a GIA, or submission to FERC by Distribution Provider of an
unexecuted GIA pursuant to Section 9 of the GIP.
IRS shall mean the Internal Revenue Service.
Page No. 14
ISO shall mean the California Independent System Operator Corporation, a state-
chartered, nonprofit, corporation that controls certain transmission facilities of all Participating
Transmission Owners and dispatches certain generating units and loads.
ISO Grid shall mean the system of transmission lines and associated facilities of the
Participating Transmission Owners that have been placed under the ISO's Operational Control
ISO Tariff shall mean the California Independent System Operator Corporation
Operating Agreement and Tariff, dated March 31, 1997, as it may be modified from time to time,
and accepted by the FERC.
ISO's Generator Interconnection Procedures (ISO Tariff GIP) shall mean the
procedures included in Appendix Y of the ISO Tariff to interconnect a Generating Facility
directly to the ISO Grid, as such procedures may be modified from time to time, and accepted by
the Commission.
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 GIA 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 GIA 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 Upgrades shall mean Delivery Network Upgrades and Reliability Network
Upgrades.
Notice of Dispute shall mean a written notice of a dispute or claim that arises out of or in
connection with the GIA or its performance.
Off-Peak Deliverability Assessment shall mean the technical study performed under
Section 4.5.4.2.2 of the GIP.
On-Peak Deliverability Assessment shall mean the technical study performed under
Section 4.5.4.2.1 of the GIP.
Page No. 15
Operational Control shall mean the rights of the ISO under the Transmission Control
Agreement and the ISO Tariff to direct the parties to the Transmission Control Agreement how
to operate their transmission lines and facilities and other electric plant affecting the reliability of
those lines and facilities for the purpose of affording comparable non-discriminatory
transmission access and meeting applicable reliability criteria.
Participating Transmission Owner shall mean an entity which(i) owns, operates, and
maintains transmission lines and associated facilities and/or has entitlements to use certain
transmission lines and associated facilities and (ii)has transferred to the ISO operational control
of such facilities and/or entitlements to be made part of the ISO Grid.
Party or Parties shall mean Distribution Provider, Distribution Owner, Interconnection
Customer or any combination of the above.
Phase I Interconnection Study shall mean an engineering study conducted by the
Distribution Provider, that evaluates the impact of the proposed interconnection on the safety and
reliability of the Distribution System, ISO Grid, and, if applicable, an Affected System. The
portion of the study required to evaluate the impacts on the ISO Grid will be coordinated with
the ISO and will be completed in a manner consistent with the ISO Tariff GIP. The study shall
identify and detail the system impacts that would result if the Generating Facility(ies) were
interconnected without identified project modifications or system modifications, as provided in
the On-Peak Deliverability Assessment or Off-Peak Deliverability Assessment, and other
potential impacts, including but not limited to those identified in the Scoping Meeting as
described in the GIP. The study will also identify the approximate total costs of mitigating these
impacts, along with an equitable allocation of those costs to Interconnection Customers for their
individual Generating Facilities.
Phase II Interconnection Study shall mean an engineering and operational study
conducted by the Distribution Provider to determine the Point of Interconnection and a list of
facilities (including Distribution Provider's Interconnection Facilities,Network Upgrades,
Distribution Upgrades, and Stand Alone Network Upgrades),the estimated cost of those
facilities, and the estimated time required to interconnect the Generating Facility(ies) with the
Distribution System. The portion of the study required to evaluate the impacts on the ISO Grid
will be coordinated with the ISO and will be completed in a manner consistent with the ISO
Tariff GIP.
Point of Change of Ownership shall mean the point, as set forth in Appendix A to the
GIA, where the Interconnection Customer's Interconnection Facilities connect to the Distribution
Provider's Interconnection Facilities.
Point of Interconnection shall mean the point, as set forth in Appendix A to the GIA,
where the Interconnection Facilities connect to the Distribution Provider's Distribution System.
Pre-Construction Activities shall mean the actions by the Distribution Provider, other
than those required by an Engineering and Procurement Agreement under Section 8 of the GIP,
undertaken prior to Construction Activities in order to prepare for the construction of the
Page No. 16
Distribution Provider's Interconnection Facilities, Distribution Upgrades, or Network Upgrades
assigned to the Interconnection Customer, including, but not limited to, preliminary engineering,
permitting activities, environmental analysis, or other activities specifically needed to obtain
governmental approvals for the Distribution Provider's Interconnection Facilities, Distribution
Upgrades, or Network Upgrades.
Reasonable Efforts shall mean, with respect to an action required to be attempted or
taken by a Party under the GIA, 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.
Reliability Network Upgrades shall mean the transmission facilities at or beyond the
point where the Distribution Provider's Distribution System interconnects to the ISO Grid,
necessary to interconnect one or more Generating Facility(ies) safely and reliably to the ISO
Grid, which would not have been necessary but for the interconnection of one or more
Generating Facility(ies), including Network Upgrades necessary to remedy short circuit or
stability problems, or thermal overloads. Reliability Network Upgrades shall only be deemed
necessary for thermal overloads, occurring under any system condition, where such thermal
overloads cannot be adequately mitigated through the ISO's congestion management, operating
procedures, or special protection systems based on the characteristics of the Generating Facilities
included in the interconnection Studies, limitations on market models, systems, or information,
or other factors specifically identified in the Interconnection Studies. Reliability Network
Upgrades also include, consistent with the Applicable Reliability Council's practice and
Applicable Reliability Standards, the facilities necessary to mitigate any adverse impact the
Generating Facility's interconnection may have on a path's Applicable Reliability Council
rating.
Results Meeting shall mean the meeting among the Distribution Provider, the
Interconnection Customer, and, if applicable, the ISO and other Affected System operators to
discuss the results of the Phase I Interconnection Study as set forth in Section 4.5.7 of the GIP.
Scoping Meeting shall mean the meeting between representatives of the Interconnection
Customer and Distribution Provider, and if applicable, the ISO, 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 Exclusivity shall mean documentation reasonably demonstrating: (1) For private
land: (a) Ownership of, a leasehold interest in, or a right to develop property upon which the
Generating Facility will be located consisting of a minimum of 50% of the acreage reasonably
necessary to accommodate the Generating Facility; or(b) an option to purchase or acquire a
leasehold interest in property upon which the Generating Facility will be located consisting of a
minimum of 50% of the acreage reasonably necessary to accommodate the Generating Facility.
(2) For Public land, including that controlled or managed by any federal, state or local agency, a
final, non-appealable permit, license, or other right to use the property for the purpose of
generating electric power and in acreage reasonably necessary to accommodate the Generating
Page No. 17
Facility, which exclusive right to use public land under the management of the federal Bureau of
Land Management shall be in a form specified by the Bureau of Land Management.
Site Exclusivity Deposit shall mean the cash deposit provided to the Distribution
Provider by Interconnection Customers under Section 4.2.1 of the GIP as an option in lieu of
demonstrating Site Exclusivity for a valid Interconnection Request and treated in accordance
with Section 4.2.1.2 of the GIP. .
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 Distribution Provider and the Interconnection Customer must
agree as to what constitutes Stand Alone Network Upgrades and identify them in Appendix A to
the GIA.
System Protection Facilities shall mean the equipment, including necessary protection
signal communications equipment, required to protect (1) the Distribution Provider's Distribution
System, the ISO Controlled Grid, and Affected Systems from faults or other electrical
disturbances occurring at the Generating Facility and (2)the Generating Facility from faults or
other electrical system disturbances occurring on the Distribution Provider's Distribution System,
the ISO Controlled Grid or on other delivery systems or other generating systems to which the
Distribution Provider's Distribution System and Transmission System is directly connected.
Tariff shall mean the Wholesale Distribution Access Tariff, the Distribution 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 Control Agreement shall mean ISO FERC Electric Tariff No. 7.
Transmission System shall mean those transmission facilities owned by the Distribution
Provider that have been placed under the ISO's Operational Control and are part of the ISO Grid.
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.
Uncontrollable Force shall mean any act of God, labor disturbance, act of the public
enemy, war, insurrection, riot, fire, storm, flood, earthquake, explosion,breakage or accident to
machinery or equipment, any curtailment, order, regulation or restriction imposed by
governmental,military or lawfully established civilian authorities, or any other cause beyond.the
reasonable control of the Distribution Provider or Interconnection Customer which could not be
avoided through the exercise of Good Utility Practice. An Uncontrollable Force event does not
include acts of negligence or intentional wrongdoing by the Party claiming Uncontrollable Force.
Article 2. Effective Date,Term, and Termination
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2.1 Effective Date. This GIA 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. Distribution Provider shall promptly file this GIA with FERC upon execution in
accordance with Article 3.1, if required.
2.2 Term of Agreement. Subject to the provisions of Article 2.3, this GIA shall remain in
effect for a period of twenty(20) years from the Effective Date and shall be automatically
renewed for each successive one-year period thereafter.
2.3 Termination Procedures.
2.3.1 Written Notice. This GIA may be terminated by Interconnection Customer after
giving Distribution Provider ninety(90) Calendar Days advance written notice, or
by Distribution Provider notifying FERC after the Generating Facility
permanently ceases Commercial Operation.
2.3.2 Default. Either Party may terminate this GIA in accordance with Article 17.
2.3.3 Suspension of Work. This GIA may be deemed terminated in accordance with
Article 5.16.
2.3.4 Notwithstanding Articles 2.3.1 and 2.3.2, and 2.3.3, 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 GIA, which notice has been accepted for filing by
FERC, and the Interconnection Customer has fulfilled its termination cost
obligations under Article 2.4.
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 GIA. 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 GIA, unless otherwise ordered or
approved by FERC:
2.4.1 With respect to any portion of Distribution Provider's Interconnection Facilities
that have not yet been constructed or installed, Distribution 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 Distribution Provider shall deliver such material and
equipment, and, if necessary, assign such contracts, to Interconnection Customer
Page No. 19
as soon as practicable, at Interconnection Customer's expense. To the extent that
Interconnection Customer has already paid Distribution Provider for any or all
such costs of materials or equipment not taken by Interconnection Customer,
Distribution Provider shall promptly refund such amounts to Interconnection
Customer, less any costs, including penalties incurred by Distribution Provider to
cancel any pending orders of or return such materials, equipment, or contracts.
If an Interconnection Customer terminates this GIA, 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
Distribution Upgrades and Network Upgrades for which Distribution Provider has
incurred expenses and has not been reimbursed by Interconnection Customer.
2.4.2 Distribution 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 Distribution 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 GIA,
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 GIA, the Parties will take all appropriate steps
to disconnect the Generating Facility from the Distribution System. All costs required to
effectuate such disconnection shall be borne by the terminating Party, unless such
termination resulted from the non-terminating Party's Default of this GIA or such non-
terminating Party otherwise is responsible for these costs under this GIA.
2.6 Survival. This GIA 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 GIA; to permit the determination and enforcement
of liability and indemnification obligations arising from acts or events that occurred while
this GIA was in effect; and to permit each Party to have access to the lands of the other
Party pursuant to this GIA or other applicable agreements, to disconnect, remove or
salvage its own facilities and equipment.
Article 3. Regulatory Filings
3.1 Filing. Distribution Provider shall file this GIA (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 GIA, or any amendment thereto,
Interconnection Customer shall reasonably cooperate with Distribution Provider with
Page No. 20
respect to such filing and to provide any information reasonably requested by
Distribution Provider needed to comply with applicable regulatory requirements.
Article 4. Scope of Service
4.1 Interconnection Service. Interconnection Service allows Interconnection Customer to
connect the Generating Facility to the Distribution System and be eligible to deliver the
Generating Facility's output using the capacity of the Distribution System to the ISO
Grid. To the extent Interconnection Customer wants to receive Interconnection Service,
Distribution Provider shall construct facilities identified in Appendices A and C that the
Distribution Provider is responsible to construct.
4.1.1 Distribution Service Implications. Interconnection Customer will be eligible to
inject power from the Generating Facility into Distribution Provider's
Distribution System pursuant to the Tariff. The Interconnection Customer may
not deliver power over the Distribution Provider's Distribution System absent
procuring Distribution Service. The Interconnection Customer must apply for
Distribution Service pursuant to Section 15.2 of the Tariff and meet the conditions
specified in Section 14 of the Tariff to be eligible for Distribution Service.
4.1.2 Transmission Service Implications. Interconnection Service does not
necessarily provide Interconnection Customer with the capability to physically
deliver the output of its Generating Facility to any particular load on the ISO Grid
without incurring congestion costs. In the event of transmission constraints on the
ISO Grid, Interconnection Customer's Generating Facility shall be subject to the
applicable congestion management procedures in the ISO Tariff in the same
manner as all other resources. The Interconnection Customer shall be solely
responsible for completing all of the necessary arrangements required under the
ISO Tariff to be eligible to schedule the output of its resource.
4.2 Provision of Service. Distribution Provider shall provide Interconnection Service for the
Generating Facility at the Point of Interconnection.
4.3 Performance Standards. Each Party shall perform all of its obligations under this GIA
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 GIA for its compliance,therewith. If such Party is a Distribution
Provider or Distribution Owner, then that Party shall amend the GIA and submit the
amendment to FERC for approval.
4.4 No Distribution Service or Transmission Service. The execution of this GIA does not
constitute a request for, nor the provision of, Distribution Service under the Tariff or any
transmission service under the ISO Tariff.
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4.5 Interconnection Customer Provided Services. The services provided by
Interconnection Customer under this GIA are set forth,in Article 9.6 and Article 13.5.1.
Interconnection Customer shall be paid for such services in accordance with Article
9.6.3.
Article 5. Interconnection Facilities Engineering, Procurement, and Construction
5.1 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 Distribution Provider's Interconnection Facilities, Distribution Upgrades,
and Network Upgrades as set forth in Appendix A, Interconnection Facilities,
Distribution Upgrades, and Network Upgrades, and such dates and selected option shall
be set forth in Appendix B, Milestones.
5.1.1 Standard Option. Distribution Provider shall design,procure, and construct
Distribution Provider's Interconnection Facilities, Distribution Upgrades, and
Network Upgrades,using Reasonable Efforts to complete Distribution Provider's
Interconnection Facilities, Distribution Upgrades, and Network Upgrades by the
dates set forth in Appendix B, Milestones. Distribution 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 Distribution Provider reasonably expects that it will not
be able to complete Distribution Provider's Interconnection Facilities, Distribution
Upgrades, and Network Upgrades by the specified dates, Distribution 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 Distribution Provider, Distribution Provider shall so notify
Interconnection Customer within thirty(30) Calendar Days, and shall assume
responsibility for the design, procurement and construction of Distribution
Provider's Interconnection Facilities and Distribution Upgrades by the designated
dates.
If Distribution Provider subsequently fails to complete Distribution Provider's
Interconnection Facilities and Distribution Upgrades 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; Distribution Provider shall pay Interconnection Customer liquidated
damages in accordance with Article 5.3, Liquidated Damages,provided, however,
Page No. 22
the dates designated by Interconnection Customer shall be extended day for day
for each day that the 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 Distribution Provider, Distribution 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 Distribution
Provider's Interconnection Facilities and Stand Alone Network Upgrades on the
dates specified in Article 5.1.2. Distribution 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
Distribution Provider within thirty(30) Calendar Days, and the Parties shall in
good faith attempt to negotiate terms and conditions (including revision of the
specified dates and liquidated damages, the provision of incentives or the
procurement and construction of a portion of Distribution Provider's
Interconnection Facilities and Stand Alone Network Upgrades by Interconnection
Customer) pursuant to which Distribution Provider is responsible for the design,
procurement and construction of Distribution Provider's Interconnection
Facilities, Distribution Upgrades, and Network Upgrades. If the Parties are
unable to reach agreement on such terms and conditions, Distribution Provider
shall assume responsibility for the design, procurement and construction of
Distribution Provider's Interconnection Facilities, Distribution Upgrades, 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 Distribution
Provider's Interconnection Facilities and Stand Alone Network Upgrades,
(1) Interconnection Customer shall engineer, procure equipment, and construct
Distribution 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 Distribution Provider;
(2) Interconnection Customer's engineering, procurement and construction of
Distribution Provider's Interconnection Facilities and Stand Alone Network
Upgrades shall comply with all requirements of law to which Distribution
Provider would be subject in the engineering, procurement or construction of
Distribution Provider's Interconnection Facilities and Stand Alone Network
Upgrades;
Page No. 23
(3) Distribution Provider shall review and approve the engineering design,
equipment acceptance tests, and the construction of Distribution Provider's
Interconnection Facilities and Stand Alone Network Upgrades;
(4)prior to commencement of construction, Interconnection Customer shall
provide to Distribution Provider a schedule for construction of Distribution
Provider's Interconnection Facilities and Stand Alone Network Upgrades, and
shall promptly respond to requests for information from Distribution Provider;
(5) at any time during construction, Distribution Provider shall have the right to
gain unrestricted access to Distribution Provider's Interconnection Facilities and
Stand Alone Network Upgrades and to conduct inspections of the same;
(6) at any time during construction, should any phase of the engineering,
equipment procurement, or construction of Distribution Provider's
Interconnection Facilities and Stand Alone Network Upgrades not meet the
standards and specifications provided by Distribution Provider, Interconnection
Customer shall be obligated to remedy deficiencies in that portion of Distribution
Provider's Interconnection Facilities and Stand Alone Network Upgrades;
(7) Interconnection Customer shall indemnify Distribution Provider for claims
arising from Interconnection Customer's construction of Distribution 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 Distribution Provider's
Interconnection Facilities to the Distribution Provider and shall transfer
Operational Control of Stand Alone Network Upgrades to the ISO;
(9) Unless Parties otherwise agree, Interconnection Customer shall transfer
ownership of Distribution Provider's Interconnection Facilities and Stand-Alone
Network Upgrades to Distribution Provider;
(10) Distribution Provider shall approve and accept for operation and maintenance
Distribution 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 Distribution Provider"as-built"
drawings, information, and any other documents that are reasonably required by
Distribution Provider to assure that the Interconnection Facilities and Stand-Alone
Network Upgrades are built to the standards and specifications required by
Distribution Provider.
5.3 Liquidated Damages. The actual damages to Interconnection Customer, in the event
Distribution Provider's Interconnection Facilities, Distribution Upgrades, or Network
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Upgrades are not completed by the dates designated by Interconnection Customer and
accepted by Distribution 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 at this
time. Because of such uncertainty, any liquidated damages paid by Distribution Provider
to Interconnection Customer in the event that Distribution Provider does not complete
any portion of Distribution Provider's Interconnection Facilities, Distribution Upgrades,
or Network Upgrades by the applicable dates, shall be an amount equal to %2 of 1 percent
per day of the actual cost of Distribution Provider's Interconnection Facilities,
Distribution Upgrades, and Network Upgrades,in the aggregate, for which Distribution
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 Distribution Provider's Interconnection Facilities, Distribution Upgrades,and
Network Upgrades for which Distribution Provider has assumed responsibility to design,
procure, and construct. The foregoing payments will be made by Distribution 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 GIA. Liquidated damages, when the Parties agree
to them, are the exclusive remedy for the Distribution 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 Distribution Provider's Interconnection
Facilities, Distribution Upgrades, or Network Upgrades to take the delivery of power for
the Generating Facility's Trial Operation or to export power from the Generating Facility
on the specified dates, unless Interconnection Customer would have been able to
commence use of Distribution Provider's Interconnection Facilities, Distribution
Upgrades, or Network Upgrades to take the delivery of power for Generating Facility's
Trial Operation or to export power from the Generating Facility,but for Distribution
Provider's delay; (2) Distribution 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 a GIA with Distribution Provider, action or inaction by
the ISO, or any cause beyond Distribution Provider's reasonable control or reasonable
ability to cure; (3) the Interconnection Customer has assumed responsibility for the
design,procurement and construction of Distribution 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 Applicable Reliability
Standards, the guidelines and procedures established by the Applicable Reliability
Council, and in accordance with the provisions of Section 4.6.5.1 of the ISO Tariff.
Distribution Provider reserves the right to reasonably establish minimum acceptable
settings for any installed Power System Stabilizers, subject to the design and operating
limitations of the Generating Facility. If the Generating Facility's Power System
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Stabilizers are removed from service or not capable of automatic operation,
Interconnection Customer shall immediately notify Distribution Provider and Distribution
Provider's system operator, or its designated representative. The requirements of this
paragraph shall not apply to wind generators of the induction type.
5.5 Equipment Procurement. If responsibility for construction of Distribution Provider's
Interconnection Facilities, Distribution Upgrades, or Network Upgrades is to be borne by
Distribution Provider,then Distribution Provider shall commence design of Distribution
Provider's Interconnection Facilities, Distribution Upgrades, 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 Distribution Provider has completed the Interconnection Studies pursuant to the
Generator Interconnection Study Process Agreement;
5.5.2 Distribution 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 Distribution Provider in
accordance with Article 11.5 by the dates specified in Appendix B, Milestones.
5.6 Construction Commencement. Distribution Provider shall commence construction of
Distribution Provider's Interconnection Facilities, Distribution Upgrades, 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 Distribution Provider's
Interconnection Facilities, Distribution Upgrades, and Network Upgrades;
5.6.3 Distribution Provider has received written authorization to proceed with
construction from Interconnection Customer by the date specified in Appendix B,
Milestones; and
5.6.4 Interconnection Customer has provided security to Distribution 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 Distribution Provider's Interconnection
Facilities will not be required until after the specified In-Service Date, Interconnection
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Customer will provide written notice to Distribution Provider of such later date upon
which the completion of Distribution 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
Distribution Provider's Distribution System, and shall work diligently and in good faith
to make any necessary design changes.
5.9 Limited Operation. If any of Distribution Provider's Interconnection Facilities,
Distribution Upgrades, or Network Upgrades are not reasonably expected to be
completed prior to the Commercial Operation Date of the Generating Facility,
Distribution 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 Generating Facility and Interconnection Customer's Interconnection Facilities may
operate prior to the completion of Distribution Provider's Interconnection Facilities,
Distribution Upgrades, or Network Upgrades consistent with Applicable Laws and
Regulations, Applicable Reliability Standards, Good Utility Practice, and this GIA.
Distribution Provider shall permit Interconnection Customer to operate the 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 Distribution Provider at least one
hundred eighty(180) Calendar Days prior to the Initial Synchronization Date; and
final specifications for review and comment at least ninety(90) Calendar Days
prior to the Initial Synchronization Date. Distribution Provider shall review such
specifications to ensure that the ICIF are compatible with the technical
specifications, operational control, and safety requirements of Distribution
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 Distribution Provider's Review. Distribution 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 Generating Facility, or the ICIF. Interconnection
Customer shall make such changes to the ICIF as may reasonably be required by
Distribution Provider, in accordance with Good Utility Practice, to ensure that the
Page No. 27
ICIF are compatible with the technical specifications, operational control, and
safety requirements of Distribution 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 Distribution
Provider"as-built" drawings, information and documents for the ICIF, such as: a
one-line diagram, a site plan showing the Generating Facility and the ICIF, plan
and elevation drawings showing 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 Generating Facility to the step-up transformers and the
ICIF, and the impedances (determined by factory tests) for the associated step-up
transformers and the Generating Facility. The Interconnection Customer shall
provide Distribution Provider specifications for the excitation system, automatic
voltage regulator, Generating Facility control and protection settings, transformer
tap settings, and communications, if applicable.
5.10.4 Interconnection Customer to Meet Requirements of the Distribution
Provider's Interconnection Handbook. The Interconnection Customer shall
comply with the Distribution Provider's Interconnection Handbook. In the event
of a conflict between the terms of this GIA and the terms of the Distribution
Provider's Interconnection Handbook, the terms in this GIA shall govern.
5.11 Distribution Provider's Interconnection Facilities Construction. Distribution
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,Distribution Provider shall deliver to Interconnection Customer the
following"as-built"drawings,information and documents for Distribution Provider's
Interconnection Facilities: No as-built drawings will be provided.
Distribution Provider will obtain control for operating and maintenance purposes of
Distribution Provider's Interconnection Facilities and Stand Alone Network Upgrades
upon completion of such facilities. Pursuant to Article 5.2, the ISO will obtain
Operational Control of the Stand Alone Network Upgrades prior to the Commercial
Operation Date.
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)
Page No. 28
interconnect the Generating Facility with the Distribution System; (ii) operate and
maintain the Generating Facility, the Interconnection Facilities and the Distribution
System; and (iii) disconnect or remove the Access Party's facilities and equipment upon
termination of this GIA. 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 Distribution Provider or Distribution
Owner's Interconnection Facilities, Distribution Upgrades, and/or Network Upgrades is to
be installed on property owned by persons other than Interconnection Customer or
Distribution Provider or Distribution Owner, Distribution Provider or Distribution 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 Distribution
Provider or Distribution Owner's Interconnection Facilities, Distribution Upgrades,
and/or Network Upgrades upon such property.
5.14 Permits. Distribution Provider or Distribution 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, Distribution Provider
or Distribution Owner shall provide permitting assistance to Interconnection Customer
comparable to that provided to Distribution Provider's own, or an Affiliate's generation.
5.15 Early Construction of Base Case Facilities. Interconnection Customer may request
Distribution Provider to construct, and Distribution Provider shall construct, using
Reasonable Efforts to accommodate Interconnection Customer's In-Service Date, all or
any portion of any Distribution Upgrades or Network Upgrades required for
Interconnection Customer to be interconnected to the Distribution 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
Distribution Provider, to suspend at any time all work by Distribution Provider associated
with the construction and installation of Distribution Provider's Interconnection
Facilities, Distribution Upgrades, and/or Network Upgrades required under this GIA,
other than Network Upgrades identified in the Phase II Interconnection Study as common
to multiple Generating Facilities, with the condition that Distribution System shall be left
in a safe and reliable condition in accordance with Good Utility Practice and Distribution
Provider's safety and reliability criteria. In such event, hnterconnection Customer shall
Page No. 29
be responsible for all reasonable and necessary costs which Distribution Provider(i)has
incurred pursuant to this GIA 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 Distribution System and
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 Distribution Provider cannot reasonably avoid; provided, however, that prior to
canceling or suspending any such material, equipment or labor contract, Distribution
Provider shall obtain Interconnection Customer's authorization to do so.
Distribution Provider shall invoice Interconnection Customer for such costs pursuant to
Article 12 and shall use due diligence to minimize its costs. hi the event Interconnection
Customer suspends work by Distribution Provider required under this GIA pursuant to
this Article 5.16, and has not requested Distribution Provider to recommence the work or
has not itself recommenced work required under this GIA on or before the expiration of
three (3) years following commencement of such suspension, this GIA shall be deemed
terminated and the Interconnection Customer's responsibility for costs will be determined
in accordance with Section 2.4 of this GIA. The three-year period shall begin on the date
the suspension is requested, or the date of the written notice to Distribution Provider, if
no effective date is specified. The maximum three-year period shall apply to the
projected Commercial Operation Date for the Generating Facility identified in the initial
Interconnection Request, without regard to any subsequent changes to the dates set forth
in the Interconnection Request, without regard to the milestone schedule dates set forth in
Appendix B hereto or any changes to those dates, and without regard to any other
scheduled dates for action affecting the Generating Facility, Interconnection Facilities, or
Network Upgrades or any changes to those dates.
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 Distribution
Provider for the installation of Distribution Provider's Interconnection Facilities,
Distribution Upgrades, 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 Generating Facility will pass to
another party prior to the transmission of the electricity on the Distribution
System, (ii) for income tax purposes, the amount of any payments and the cost of
any property transferred to Distribution Provider for Distribution 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
Page No. 30
twenty(20) years, and (iii) any portion of Distribution 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 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 Distribution Provider's request, Interconnection Customer shall provide
Distribution Provider with a report from an independent engineer confirming its
representation in clause (iii), above. Distribution Provider represents and
covenants that the cost of Distribution Provider's Interconnection Facilities paid
for by 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 Distribution Provider. Notwithstanding Article 5.17.1,
Interconnection Customer shall protect, indemnify and hold harmless Distribution
Provider from the cost consequences of any current tax liability imposed against
Distribution Provider as the result of payments or property transfers made by
Interconnection Customer to Distribution Provider under this GIA for
Interconnection Facilities, as well as any interest and penalties, other than interest
and penalties attributable to any delay caused by Distribution Provider.
Distribution 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 GIA unless (i) Distribution Provider has determined, in good faith,that the
payments or property transfers made by Interconnection Customer to Distribution
Provider should be reported as income subject to taxation or(ii) any
Governmental Authority directs Distribution Provider to report payments or
property as income subject to taxation;provided,however, that Distribution
Provider may require Interconnection Customer to provide security for
Interconnection Facilities, in a form reasonably acceptable to Distribution
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 Distribution 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 Distribution 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 Distribution Provider upon request of the IRS, to keep these years
open for audit or adjustment, or(2)the occurrence of a subsequent taxable event
Page No. 31
and the payment of any related indemnification obligations as contemplated by
this Article 5.17.
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 Distribution
Provider, in addition to the amount paid for the Interconnection Facilities,
Distribution Upgrades, and Network Upgrades, an amount equal to (1)the current
taxes imposed on Distribution Provider("Current Taxes") on the excess of(a) the
gross income realized by Distribution Provider as a result of payments or property
transfers made by Interconnection Customer to Distribution Provider under this
GIA (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
Distribution 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 Distribution
Provider's composite federal and state tax rates at the time the payments or
property transfers are received and Distribution 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 Distribution Provider's anticipated tax depreciation deductions as a
result of such payments or property transfers by Distribution Provider's current
weighted average cost of capital. Thus, the formula for calculating
Interconnection Customer's liability to Distribution 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, Distribution 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 Distribution Provider under
this GIA 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. Distribution
Provider and Interconnection Customer shall cooperate in good faith with respect
to the submission of such request.
Page No. 32
Distribution 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. Distribution 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 Distribution Provider's Interconnection Facilities are placed in service, (i)
Interconnection Customer Breaches the covenants contained in Article 5.17.2, (ii)
a "disqualification event" occurs within the meaning of IRS Notice 88-129, or(iii)
this GIA terminates and Transmission Provider retains ownership of the
Interconnection Facilities, Distribution Upgrades, and Network Upgrades,
Interconnection Customer shall pay a tax gross-up for the cost consequences of
any current tax liability imposed on Distribution 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 Distribution
Provider's receipt of payments or property constitutes income that is subject to
taxation, Distribution 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,
Distribution Provider may appeal,protest, seek abatement of, or otherwise oppose
such determination. Upon Interconnection Customer's written request and sole
expense, Distribution Provider may file a claim for refund with respect to any
taxes paid under this Article 5.17, whether or not it has received such a
determination. Distribution 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
Distribution 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 Distribution Provider on a periodic basis,
as invoiced by Distribution Provider, Distribution Provider's documented
reasonable costs of prosecuting such appeal, protest, abatement or other contest.
At any time during the contest, Distribution Provider may agree to a settlement
either with Interconnection Customer's consent or after obtaining written advice
from nationally-recognized tax counsel, selected by Distribution Provider, but
reasonably acceptable to Interconnection Customer, that the proposed settlement
represents a reasonable settlement given the hazards of litigation. Interconnection
Page No. 33
Customer's obligation shall be based on the amount of the settlement agreed to by
Interconnection Customer, or if a higher amount, so much of the settlement that is
supported by the written advice from nationally-recognized tax counsel selected
under the terms of the preceding sentence. The settlement amount shall be
calculated on a fully-grossed-up basis to cover any related cost consequences of
the current tax liability. Any settlement without Interconnection Customer's
consent or such written advice will relieve Interconnection Customer from any
obligation to indemnify Distribution 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 Distribution
Provider which holds that any amount paid or the value of any property
transferred by Interconnection Customer to Distribution Provider under the terms
of this GIA is not subject to federal income taxation, (b) any legislative change or
administrative announcement, notice, ruling or other determination makes it
reasonably clear to Distribution Provider in good faith that any amount paid or the
value of any property transferred by Interconnection Customer to Distribution
Provider under the terms of this GIA is not taxable to Distribution Provider, (c)
any abatement, appeal, protest, or other contest results in a determination that any
payments or transfers made by Interconnection Customer to Distribution Provider
are not subject to federal income tax, or(d) if Distribution 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 Distribution
Provider pursuant to this GIA, Distribution 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
Distribution Provider for such taxes which Distribution 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
Distribution Provider refunds such payment to Interconnection Customer,
and
(iii)with respect to any such taxes paid by Distribution Provider, any
refund or credit Distribution 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
Distribution Provider for such overpayment of taxes (including any
reduction in interest otherwise payable by Distribution Provider to any
Governmental Authority resulting from an offset or credit); provided,
however, that Distribution Provider will remit such amount promptly to
Interconnection Customer only after and to the extent that Distribution
Page No. 34
Provider has received a tax refund, credit or offset from any Governmental
Authority for any applicable overpayment of income tax related to
Distribution 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, Distribution Upgrades, and Network Upgrades 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, Distribution Provider
may appeal, protest, seek abatement of, or otherwise contest any tax (other than
federal or state income tax) asserted or assessed against Distribution Provider for
which Interconnection Customer may be required to reimburse Distribution
Provider under the terms of this GIA. Interconnection Customer shall pay to
Distribution Provider on a periodic basis, as invoiced by Distribution Provider,
Distribution Provider's documented reasonable costs of prosecuting such appeal,
protest, abatement, or other contest. Interconnection Customer and Distribution
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 Distribution
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 Distribution Provider.
5.17.10 Distribution Owners Who Are Not Distribution Providers. If Distribution
Provider is not the same entity as the Distribution Owner, then (i) all references in
this Article 5.17 to Distribution Provider shall be deemed also to refer to and to
include the Distribution Owner, as appropriate, and(ii)this GIA shall not become
effective until such Distribution Owner shall have agreed in writing to assume all
of the duties and obligations of Distribution Provider under this Article 5.17 of
this GIA.
5.18 Tax Status. Each Party shall cooperate with the other to maintain the other Party's tax
status. Nothing in this GIA is intended to adversely affect any Distribution Provider's tax
exempt status with respect to the issuance of bonds including,but not limited to, Local
Furnishing Bonds.
5.19 Modification.
5.19.1 General. Either Party may undertake modifications to its facilities. If a Party
plans to undertake a modification that reasonably may be expected to affect the
other Party's facilities, that Party shall provide to the other Party sufficient
information regarding such modification so that the other Party may evaluate the
Page No. 35
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 riming of such modifications and whether such
modifications are expected to interrupt the flow of electricity from the 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 Generating Facility modifications that do not require
Interconnection Customer to submit an Interconnection Request, Distribution
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 Distribution
System, Distribution Provider's Interconnection Facilities, Distribution Upgrades,
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 GIA'
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 Distribution
Provider makes to Distribution Provider's Interconnection Facilities or the
Distribution System to facilitate the interconnection of a third party to
Distribution Provider's Interconnection Facilities or the Distribution System, or to
provide transmission service to a third party under Distribution Provider's Tariff.
Interconnection Customer shall be responsible for the costs of any additions,
modifications, or replacements to Interconnection Customer's Interconnection
Facilities that may be necessary to maintain or upgrade such Interconnection
Customer's Interconnection Facilities consistent with Applicable Laws and
Regulations, Applicable Reliability Standards or Good Utility Practice.
Article 6. Testing and Inspection
6.1 Pre-Commercial Operation Date Testing and Modifications. Prior to the Commercial
Operation Date, Distribution Provider shall test Distribution Provider's Interconnection
Facilities, Distribution Upgrades, and Network Upgrades and Interconnection Customer
shall test the 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 Generating Facility only if it has arranged for the delivery of such test
energy.
Page No. 36
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 Generating Facility with the Distribution 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 non-exercise by a Party of any
such rights shall not be construed as an endorsement or confirmation of any element or
condition of the Interconnection Facilities or the System Protection Facilities or other
protective equipment or the operation thereof, or as a warranty as to the fitness, safety,
desirability, or reliability of same. Any information that a Party obtains through the
exercise of any of its rights under this Article 6.4 shall be deemed to be Confidential
Information and treated pursuant to Article 22 of this GIA.
Article 7. Metering
7.1 General. Each Party shall comply with any Applicable Reliability Standards and the
Applicable Reliability Council requirements. The Interconnection Customer shall
comply with the provisions of the ISO Tariff regarding metering, including Section 10 of
the ISO Tariff. Unless otherwise agreed by the Parties, Distribution Provider may install
additional Metering Equipment at the Point of Interconnection prior to any operation of
the Generating Facility and shall own, operate, test and maintain such Metering
Equipment. Power flows to and from the Generating Facility shall be measured at or, at
Distribution Provider's option, compensated to, the Point of Interconnection.
Interconnection Customer's access to meter data shall be provided in accordance with the
ISO Tariff. 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 the ISO-polled meters or Distribution Provider's meters. Such check
Page No. 37
meters shall be for check purposes only and shall not be used for the measurement of
power flows for purposes of this GIA, except in the case that no other means are
available on a temporary basis at the option of the Distribution Provider. The check
meters shall be subject at all reasonable times to inspection and examination by
Distribution 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 Distribution Provider Retail Metering. Distribution Provider may install retail revenue
quality meters and associated equipment, pursuant to the Distribution Provider's
applicable retail tariffs.
Article 8. Communications
8.1 Interconnection Customer Obligations. Interconnection Customer shall maintain
satisfactory operating communications with Distribution Provider's Distribution System
dispatcher or representative designated by Distribution Provider. Interconnection
Customer shall provide standard voice line, dedicated voice line and facsimile
communications at its 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 Distribution Provider as set forth in Appendix D, Security Arrangements Details. The
data circuit(s) shall extend from the Generating Facility to the location(s) specified by
Distribution 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 Generating
Facility, a Remote Terminal Unit, or equivalent data collection and transfer equipment
acceptable to the Parties, shall be installed by Interconnection Customer, or by
Distribution Provider at Interconnection Customer's expense, to gather accumulated and
instantaneous data to be telemetered to the location(s) designated by Distribution
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
Distribution Provider. Instantaneous bi-directional analog real power and reactive power
flow information must be telemetered directly to the location(s) specified by Distribution
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.
Page No. 38
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 Applicable Reliability Standards and 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 Distribution Provider in writing of the Control
Area in which the Generating Facility will be located. If Interconnection Customer elects
to locate the Generating Facility in a Control Area other than the Control Area in which
the 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 GIA, 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 Generating
Facility in the other Control Area.
9.3 Distribution Provider Obligations. Distribution Provider shall cause the Distribution
System and Distribution Provider's Interconnection Facilities to be operated, maintained
and controlled in a safe and reliable manner and in accordance with this GIA.
Distribution Provider may provide operating instructions to Interconnection Customer
consistent with this GIA and Distribution Provider's operating protocols and procedures
as they may change from time to time. Distribution 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 Generating Facility and Interconnection
Customer's Interconnection Facilities in a safe and reliable manner and in accordance
with this GIA. Interconnection Customer shall operate the 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 GIA. 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 GIA.
9.5 Start-Up and Synchronization. Consistent with the Parties' mutually acceptable
procedures, Interconnection Customer is responsible for the proper synchronization of the
Generating Facility to Distribution Provider's Distribution System.
Page No. 39
9.6 Reactive Power.
9.6.1 Power Factor Design Criteria. Interconnection Customer shall design the
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 Distribution 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;
rather, the requirements of Appendix H shall apply to wind generators.
9.6.2 Voltage Schedules. Once Interconnection Customer has synchronized the
Generating Facility with the Distribution System, Distribution Provider shall
require Interconnection Customer to operate the Generating Facility to produce or
absorb reactive power within the design limitations of the Generating Facility set
forth in Article 9.6.1 (Power Factor Design Criteria). Distribution Provider's
voltage schedules shall treat all sources of reactive power interconnected with the
Distribution System in an equitable and not unduly discriminatory manner and
consistent with the applicable requirements of the ISO Tariff. Distribution
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 Distribution System
and Transmission System. Interconnection Customer shall operate the Generating
Facility to maintain the specified output voltage or power factor at the Point of
Interconnection within the design limitations of the Generating Facility set forth
in Article 9.6.1 (Power Factor Design Criteria). If Interconnection Customer is
unable to maintain the specified voltage or power factor, it shall promptly notify
the Distribution Provider and the ISO.
9.6.2.1 Governors and Regulators. Whenever the Generating Facility is
operated in parallel with the Distribution System and the speed governors
(if installed on the generating unit pursuant to Good Utility Practice) and
voltage regulators are capable of operation, Interconnection Customer
shall operate the Generating Facility with its speed governors and voltage
regulators in automatic operation. If the Generating Facility's speed
governors and voltage regulators are not capable of such automatic
operation, Interconnection Customer shall immediately notify Distribution
Provider and the ISO, and ensure that the Electric Generating Unit
operates as specified in Article 9.6.2 through manual operation and that
such Generating Facility's reactive power production or absorption
(measured in MVARs) are within the design capability of the Generating
Facility's generating unit(s) and steady state stability limits.
Interconnection Customer shall not cause its Generating Facility to
disconnect automatically or instantaneously from the Distribution System
or trip any generating unit comprising the 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 ANSFIEEE
Page No. 40
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. Payment to Interconnection Customer for reactive
power that Interconnection Customer provides or absorbs from the Generating
Facility when the ISO requests Interconnection Customer to operate its
Generating Facility outside the range specified in Article 9.6.1 will be made by
the ISO in accordance with the applicable provisions of the ISO Tariff.
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. Interconnection Customer shall submit its planned
maintenance schedules for the Generating Facility to Distribution Provider
for a minimum of a rolling twenty-four month period. Interconnection
Customer shall update its planned maintenance schedules as necessary.
Distribution Provider may request Interconnection Customer to reschedule
its maintenance as necessary to maintain the reliability of the Distribution
System and Transmission System. Distribution 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 Distribution Provider's request to
reschedule maintenance. Interconnection Customer will not be eligible to
receive compensation, if during the twelve (12) months prior to the date of
the scheduled maintenance, Interconnection Customer had modified its
schedule of maintenance activities. Distribution Provider shall have no
obligation to pay Interconnection Customer any costs the Interconnection
Customer incurs as the result of being directed by the ISO to reschedule
maintenance.
Page No. 41
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(ias)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,
Distribution Provider may require Interconnection Customer to interrupt or reduce
deliveries of electricity if such delivery of electricity could adversely affect
Distribution Provider's ability to perform such activities as are necessary to safely
and reliably operate and maintain the Distribution System and 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 Distribution System;
9.7.2.3 When the interruption or reduction must be made under circumstances
which do not allow for advance notice, Distribution 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;
9.7.2.4 Except during the existence of an Emergency Condition, when the
interruption or reduction can be scheduled without advance notice,
Distribution Provider shall notify Interconnection Customer in advance
regarding the timing of such scheduling and further notify Interconnection
Customer of the expected duration. Distribution 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 Distribution Provider;
9.7.2.5 The Parties shall cooperate and coordinate with each other to the extent
necessary in order to restore the Generating Facility, Interconnection
Facilities, and the Distribution System and Transmission System to their
Page No. 42
normal operating state, consistent with system conditions and Good Utility
Practice.
9.7.3 Under-Frequency and Over Frequency Conditions. The Distribution System
is designed to automatically activate a load-shed program as required by
Applicable Reliability Standards and the Applicable Reliability Council in the
event of an under-frequency system disturbance. Interconnection Customer shall
implement under-frequency and over-frequency relay set points for the
Generating Facility as required by Applicable Reliability Standards and the
Applicable Reliability Council to ensure"ride through"capability of the
Distribution System. Generating Facility response to frequency deviations of pre-
determined magnitudes, both under-frequency and over-frequency deviations,
shall be studied and coordinated with Distribution 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
Distribution 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 Generating Facility or Interconnection Customer's
Interconnection Facilities. Distribution Provider shall install at
Interconnection Customer's expense any System Protection Facilities that
may be required on Distribution Provider's Interconnection Facilities,
Distribution System, or the Transmission System as a result of the
interconnection of the 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 Applicable Reliability Standards,
Applicable Reliability Council criteria, and 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.
Page No. 43
9.7.4.5 Each Party will test, operate and maintain System Protection Facilities in
accordance with Good Utility Practice and, if applicable, the requirements
of the Distribution Provider's Interconnection Handbook.
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, the standards and procedures of the
Distribution Provider, including, if applicable, the requirements of the
Distribution Provider's Interconnection Handbook, 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 and, if
applicable, the requirements of the Distribution Provider's Interconnection
Handbook, Interconnection Customer shall provide, install, own, and maintain
relays, circuit breakers and all other devices necessary to remove any fault
contribution of the Generating Facility to any short circuit occurring on the
Distribution System not otherwise isolated by Distribution Provider's equipment,
such that the removal of the fault contribution shall be coordinated with the
protective requirements of the Distribution System. Such protective equipment
shall include, without limitation, a disconnecting device or switch with load-
interrupting capability located between the Generating Facility and the
Distribution 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 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 Generating Facility and Interconnection
Customer's other equipment if conditions on the Distribution System could
adversely affect the 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 or any alternative
Applicable Reliability Standard or Applicable Reliability Council standard. In the
event of a conflict among ANSI Standard C84.1-1989, or any applicable
superseding electric industry standard, or any alternative Applicable Reliability
Standard or Applicable Reliability Council standard, the alternative Applicable
Reliability Standard or Applicable Reliability Council standard shall control.
Page No. 44
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 Generating Facility to the Distribution 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 Distribution Provider's Interconnection Facilities,
or any part thereof, Interconnection Customer will be entitled to compensation for
the capital expenses it incurred in connection with the Interconnection Facilities
based upon the pro rata use of the Interconnection Facilities by Distribution
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 Distribution
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 Generating Facility or Distribution Provider's
Distribution System and 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 Distribution Provider Obligations. Distribution Provider shall maintain the
Distribution System, Transmission System and Distribution Provider's Interconnection
Facilities in a safe and reliable manner and in accordance with this GIA.
Page No. 45
10.2 Interconnection Customer Obligations. Interconnection Customer shall maintain the
Generating Facility and Interconnection Customer's Interconnection Facilities in a safe
and reliable manner and in accordance with this GIA.
10.3 Coordination. The Parties shall confer regularly to coordinate the planning, scheduling
and performance of preventive and corrective maintenance on the 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 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
parry 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
Distribution 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 Distribution Provider's Interconnection Facilities. Distribution Provider or
Distribution Owner shall design,procure, construct, install, own and/or control the
Distribution 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. Distribution Provider or Distribution
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 Distribution Provider or
Page No. 46
Distribution Owner elects to fund the capital for the Distribution Upgrades and Network
Upgrades, they shall be funded by Interconnection Customer.
11.4 Transmission Credits.
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
Distribution 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 non-usage sensitive portion of transmission charges, as
payments are made under Distribution Provider's Tariff and Affected System's
Tariff for transmission services with respect to the 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;Distribution Provider,
and Affected System Operator may adopt any alternative payment schedule that is
mutually agreeable so long as Distribution 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 Distribution 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 Generating Facility fails to achieve commercial operation,but it or another
Generating Facility is later constructed and makes use of the Network Upgrades,
Distribution Provider and Affected System Operator shall at that time reimburse
Interconnection Customer for the amounts advanced for the Network Upgrades.
Before any such reimbursement can occur, the Interconnection Customer, or the
entity that ultimately constructs the Generating Facility, if different, is responsible
for identifying the entity to which reimbursement must be made.
11.4.2 Special Provisions for Affected Systems. Unless Distribution Provider
provides, under the GIA, for the repayment of amounts advanced to Affected
System Operator for Network Upgrades, Interconnection Customer and Affected
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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 GIA, 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 Generating Facility.
11.5 Provision of Interconnection Financial Security. The Interconnection Customer is
obligated to provide all necessary Interconnection Financial Security required under
Section 4.8 of the GIP in a manner acceptable under Section 4.8 of the GIP.
Article 12. 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
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
GIA, 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 twelve(12) months after completion of the construction of
Distribution Provider's Interconnection Facilities, Distribution Upgrades, and the
Network Upgrades, Distribution Provider shall provide an invoice of the final cost of the
construction of Distribution Provider's Interconnection Facilities, Distribution Upgrades,
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. Distribution 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 GIA.
Page No. 48
12.4 Disputes. In the event of a billing dispute between Distribution Provider and
Interconnection Customer, Distribution Provider shall continue to provide
Interconnection Service under this GIA as long as Interconnection Customer: (i)
continues to make all payments not in dispute; and (ii)pays to Distribution 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 Distribution 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. Emergencies
13.1 Definition. "Emergency Condition" shall mean a condition or situation: (i) that in the
judgment of the Party making the claim is imminently likely to endanger life or property;
or(ii)that, in the case of Distribution 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 Distribution System, Distribution Provider's Interconnection Facilities or
the Transmission Systems of others to which the Distribution 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 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
GIA to possess black start capability.
13.2 Obligations. Each Party shall comply with the Emergency Condition procedures of the
ISO, NERC, the Applicable Reliability Council, Applicable Reliability Standards,
Applicable Laws and Regulations, and any emergency procedures set forth in this GIA.
13.3 Notice. Distribution Provider shall notify Interconnection Customer promptly when it
becomes aware of an Emergency Condition that affects Distribution Provider's
Interconnection Facilities, Distribution System or the Transmission System that may
reasonably be expected to affect Interconnection Customer's operation of the Generating
Facility or Interconnection Customer's Interconnection Facilities. Interconnection
Customer shall notify Distribution Provider promptly when it becomes aware of an
Emergency Condition that affects the Generating Facility or Interconnection Customer's
Interconnection Facilities that may reasonably be expected to affect the Distribution
System, Transmission System or Distribution 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 Distribution 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.
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13.4 Immediate Action. Unless, in Interconnection Customer's reasonable judgment,
immediate action is required, Interconnection Customer shall obtain the consent of
Distribution Provider, such consent to not be unreasonably withheld, prior to performing
any manual switching operations at the Generating Facility or Interconnection
Customer's Interconnection Facilities in response to an Emergency Condition either
declared by Distribution Provider or otherwise regarding the Distribution System.
13.5 Distribution Provider Authority.
13.5.1 General. Distribution Provider may take whatever actions or inactions with
regard to the Distribution System and Transmission System or Distribution
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 Distribution System and Transmission System or Distribution
Provider's Interconnection Facilities, (iii) limit or prevent damage, and
(iv) expedite restoration of service.
Distribution Provider shall use Reasonable Efforts to minimize the effect of such
actions or inactions on the Generating Facility or Interconnection Customer's
Interconnection Facilities. Distribution Provider may, on the basis of technical
considerations,require the Generating Facility to mitigate an Emergency
Condition by taking actions necessary and limited in scope to remedy the
Emergency Condition, including, but not limited to, directing Interconnection
Customer to shut-down, start-up, increase or decrease the real or reactive power
output of the Generating Facility; implementing a reduction or disconnection
pursuant to Article 13.5.2; directing Interconnection Customer to assist with
blackstart(if available) or restoration efforts; or altering the outage schedules of
the Generating Facility and Interconnection Customer's Interconnection Facilities.
Interconnection Customer shall comply with all of Distribution Provider's
operating instructions concerning Generating Facility real power and reactive
power output within the manufacturer's design limitations of the 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. Distribution Provider may reduce
Interconnection Service or disconnect the 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 the ISO pursuant
to the ISO Tariff. When Distribution Provider can schedule the reduction or
disconnection in advance, Distribution Provider shall notify Interconnection
Customer of the reasons, timing and expected duration of the reduction or
disconnection. Distribution Provider shall coordinate with Interconnection
Customer using Good Utility Practice to schedule the reduction or disconnection
during periods of least impact to Interconnection Customer and Distribution
Provider. Any reduction or disconnection shall continue only for so long as
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reasonably necessary under Good Utility Practice. The Parties shall cooperate
with each other to restore the Generating Facility, the Interconnection Facilities,
and the Distribution 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
GIA and the GIP, Interconnection Customer may take actions or inactions with regard to
the 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 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 Distribution System and Distribution Provider's
Interconnection Facilities. Distribution Provider shall use Reasonable Efforts to assist
Interconnection Customer in such actions.
13.7 Limited Liability. Neither Party shall be liable to the other for any action it takes in
responding to an Emergency Condition so long as such action is made in good faith and
is consistent with Good Utility Practice.
Article 14. Regulatory Requirements and Governing Law
14.1 Regulatory Requirements. Each Party's obligations under this GIA 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 GIA
shall require Interconnection Customer to take any action that could result in its inability
to obtain, or its loss of, status or exemption under the Federal Power Act, the Public
Utility Holding Company Act of 1935, as amended, or the Public Utility Regulatory
Policies Act of 1978.
14.2 Governing Law.
14.2.1 The validity, interpretation and performance of this GIA 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 GIA 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. Notices.
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15.1 General. Unless otherwise provided in this GIA, 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 GIA 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.
Article 16. Uncontrollable Force
16.1 Uncontrollable Force.
16.1.1 Economic hardship is not considered an Uncontrollable Force 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 Uncontrollable
Force. A Party unable to fulfill any obligation hereunder(other than an obligation
to pay money when due)by reason of an Uncontrollable Force shall give notice
and the full particulars of such Uncontrollable Force 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 Uncontrollable Force, the time and date when the Uncontrollable Force
occurred and when the Uncontrollable Force 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.
Page No. 52
Article 17. Default
17.1 Default
17.1.1 General. No Default shall exist where such failure to discharge an obligation
(other than the payment of money) is the result of an Uncontrollable Force as
defined in this GIA 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 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 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
GIA 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 GIA, 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 GIA.
Article 18. Indemnity, Consequential Damages and Insurance
18.1 Indemnity. The Parties shall at all times indemnify, defend, and hold the other Party
harmless from, any and all damages, losses, claims, including claims and actions relating
to injury to or death of any person or damage to property, demand, suits, recoveries, costs
and expenses, court costs, attorney fees, and all other obligations by or to third parties,
arising out of or resulting from the other ParWs action or inactions of its obligations
under this GIA 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
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the Indemnified Person shall be the amount of such Indemnified Person's actual
Loss, net of any insurance or other recovery.
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.
18.2 Consequential Damages. Other than the Liquidated Damages heretofore described, in
no event shall either Party be liable under any provision of this GIA 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.
Page No. 54
18.3 Insurance. Each party shall, at its own expense, maintain in force throughout the period
of this GIA, 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 combined single limit of One Million
Dollars ( $1,000,000)per occurrence/One Million Dollars ( $1,000,000)
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 GIA 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
Page No. 55
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 GIA, 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 GIA.
18.3.9 Within ten(10)days following execution of this GIA, and as soon as practicable
after the end of each fiscal year or at the renewal of the insurance policy and in
any event within ninety(90) days thereafter, each Party shall provide certification
of all insurance required in this GIA, 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 GIA.
Article 19. Assignment
19.1 Assignment. This GIA may be assigned by either Party only with the written consent of
the other; provided that either Party may assign this GIA 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 GIA; and provided further that Interconnection Customer shall have the right
Page No. 56
to assign this GIA, without the consent of Distribution Provider, for collateral security
purposes to aid in providing financing for the Generating Facility,provided that
Interconnection Customer will promptly notify Distribution 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 Distribution Provider of the date and
particulars of any such exercise of assignment right(s), including providing the
Distribution Provider with proof that it meets the requirements of Articles 11.5 and 18.3.
Any attempted assignment that violates this article is void and ineffective. Any
assignment under this GIA shall not relieve a Party of its obligations, nor shall a Party's
obligations be enlarged, in whole or in part, by reason thereof. Where required, consent
to assignment will not be unreasonably withheld, conditioned or delayed.
Article 20. Severability
20.1 Severability. If any provision in this GIA 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 GIA; provided that if Interconnection Customer(or any
third party, but only if such third party is not acting at the direction of Distribution
Provider) seeks and obtains such a final determination with respect to any provision of
the Alternate Option (Article 5.1.2), or the Negotiated Option (Article 5.1.4), then none
of these provisions shall thereafter have any force or effect and the Parties' rights and
obligations shall be governed solely by the Standard Option(Article 5.1.1).
Article 21. Comparability
21.1 Comparability. The Parties will comply with all applicable comparability and code of
conduct laws, rules and regulations, as amended from time to time.
Article 22. Confidentiality
22.1 Confidentiality. Confidential Information shall include, without limitation, all
information relating to a Party's technology, research and development,business affairs,
and pricing, and any information supplied by either of the Parties to the other prior to the
execution of this GIA.
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
Page No. 57
treatment, and the requesting Party may disclose such writing to the appropriate
Governmental Authority. Each Party shall be responsible for the costs associated with
affording confidential treatment to its information.
22.1.1 Term. During the term of this GIA, and for a period of three (3) years after the
expiration or termination of this GIA, 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 non-confidential basis before receiving it from the
disclosing Party; (3)was supplied to the receiving Party without restriction by a
third parry, 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 GIA; or(6) is required, in accordance with Article 22.1.7 of the GIA, 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 GIA. 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 Parry 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 GIA, unless such person has first been advised of the confidentiality
provisions of this Article 22 and has agreed to comply with such provisions.
Notwithstanding the foregoing, a Party providing Confidential Information to any
person shall remain primarily responsible for any release of Confidential
Information in contravention of this Article 22.
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.
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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 farther 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 GIA 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 GIA. 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 GIA for any reason, each
Party shall, within ten (10) Calendar Days of receipt of a written request from the
other Party,use Reasonable Efforts to destroy, erase, or delete (with such
destruction, erasure, and deletion certified in writing to the other Party)or return
to the other Party, without retaining copies thereof, any and all written or
electronic Confidential Information received from the other Party.
22.1.9 Remedies. The Parties agree that monetary damages would be inadequate to
compensate a Party for the other Party's Breach of its obligations under this
Article 22. Each Party accordingly agrees that the other Party shall be entitled to
equitable relief,by way of injunction or otherwise, if the first Party Breaches or
threatens to Breach its obligations under this Article 22, which equitable relief
shall be granted without bond or proof of damages, and the receiving Party shall
not plead in defense that there would be an adequate remedy at law. Such remedy
shall not be deemed an exclusive remedy for the Breach of this Article 22,but
shall be in addition to all other remedies available at law or in equity. The Parties
further acknowledge and agree that the covenants contained herein are necessary
for the protection of legitimate business interests and are reasonable in scope. No
Party, however, shall be liable for indirect, incidental, or consequential or punitive
Page No. 59
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 1 b.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 GIA, 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
GIA prior to the release of the Confidential Information to FERC or its staff. The
Party shall notify the other Party to the GIA 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 confidential investigation shall be treated in a
similar manner if consistent with the applicable state rules and regulations.
22.1.11 Subject to the exception in Article 22.1.10, any information that a Party claims is
competitively sensitive, commercial or financial information under this GIA
("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 GIA 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.
Article 23. Environmental Releases
23.1 Each Party shall notify the other Party, first orally and then in writing, of the release of
any Hazardous Substances, any asbestos or lead abatement activities, or any type of
remediation activities related to the Generating Facility or the Interconnection Facilities,
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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.
Article 24. Information Requirements
24.1 Information Acquisition. Distribution 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 Distribution Provider. The initial information submission
by Distribution Provider shall occur no later than one hundred eighty(180) Calendar
Days prior to Trial Operation and shall include Distribution System and 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 Distribution Provider shall provide Interconnection
Customer a status report on the construction and installation of Distribution Provider's
Interconnection Facilities, Distribution Upgrades, 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
Generating Facility data requirements contained in Appendix 1 to the GIP. It shall also
include any additional information provided to Distribution Provider for the Feasibility
and Facilities Study. Information in this submission shall be the most current Generating
Facility design or expected performance data. Information submitted for stability models
shall be compatible with Distribution 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 Distribution Provider pursuant to the Interconnection Study Agreement
between Distribution Provider and Interconnection Customer, then Distribution Provider
will conduct appropriate studies to determine the impact on Distribution Provider
Distribution System and 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.
Page No. 61
24.4 Information Supplementation. Prior to the Trial Operation Date, the Parties shall
supplement their information submissions described above in this Article 24 with any and
all "as-built" Generating Facility information or"as-tested"performance information that
differs from the initial submissions or, alternatively, written confirmation that no such
differences exist. The Interconnection Customer shall conduct tests on the Generating
Facility as required by Good Utility Practice such as an open circuit "step voltage" test on
the Generating Facility to verify proper operation of the Generating Facility's automatic
voltage regulator.
Unless otherwise agreed, the test conditions shall include: (1) Generating Facility at
synchronous speed; (2) automatic voltage regulator on and in voltage control mode; and
(3) a five percent change in 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 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 Generating Facility's terminal or
field voltage are acceptable if information necessary to translate these alternate quantities
to actual Generating Facility terminal or field voltages is provided. Generating Facility
testing shall be conducted and results provided to Distribution Provider for each
individual generating unit in a station.
Subsequent to the Commercial Operation Date, Interconnection Customer shall provide
Distribution Provider any information changes due to equipment replacement, repair, or
adjustment. Distribution Provider shall provide Interconnection Customer any
information changes due to equipment replacement, repair or adjustment in the directly
connected substation or any adjacent Distribution 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. Information Access and Audit Rights
25.1 Information Access. Each Party (the"disclosing Party") shall make available to the
other Party information that is in the possession of the disclosing Party and is necessary
in order for the other Party to: (i)verify the costs incurred by the disclosing Party for
which the other Party is responsible under this GIA; and (ii) carry out its obligations and
responsibilities under this GIA. 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 GIA.
25.2 Reporting of Non-Uncontrollable Force 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 GIA for a reason other than an Uncontrollable Force
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
Page No. 62
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 GIA.
25.3 Audit Rights. Subject to the requirements of confidentiality under Article 22 of this
GIA, 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 Parry's satisfaction of
obligations under this GIA. Such audit rights shall include audits of the other Party's
costs, calculation of invoiced amounts, Distribution Provider's efforts to allocate
responsibility for interruption or reduction of generation on the Distribution 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 GIA. 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 Distribution Provider's Interconnection Facilities, Distribution
Upgrades, and Network Upgrades shall be subject to audit for a period of twenty-
four months following Distribution Provider's issuance of a final invoice in
accordance with Article 12.2.
25.4.2 Audit Rights Period for All Other Accounts and Records. Accounts and
records related to either Party's performance or satisfaction of all obligations
under this GIA other than those described in Article 25A.1 shall be subject to
audit as follows: (i) for an audit relating to cost obligations, the applicable audit
rights period shall be twenty-four months after the auditing Party's receipt of an
invoice giving rise to such cost obligations; and(ii) for an audit relating to all
other obligations, the applicable audit rights period shall be twenty-four months
after the event for which the audit is sought.
25.5 Audit Results. If an audit by a Party determines that an overpayment or an
underpayment has occurred, a notice of such overpayment or underpayment shall be
given to the other Party together with those records from the audit which support such
determination.
Article 26. Subcontractors
26.1 General. Nothing in this GIA shall prevent a Party from utilizing the services of any
subcontractor as it deems appropriate to perform its obligations under this GIA; provided,
however, that each Party shall require its subcontractors to comply with all applicable
Page No. 63
terms and conditions of this GIA 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 GIA. 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 Distribution 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 GIA. Any applicable obligation imposed by this GIA 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.
Article 27. Disputes
27.1 Submission. hi the event either Party has a dispute, or asserts a claim, that arises out of
or in connection with this GIA 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
terns of this GIA.
27.2 External Arbitration Procedures. Any arbitration initiated under this GIA 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; provided,however, in the event of a
Page No. 64
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 GIA and shall have no power
to modify or change any provision of this Agreement in any manner. The decision of the
arbitrator(s) shall be final and binding upon the Parties, and judgment on the award may
be entered in any court having jurisdiction. The decision of the arbitrator(s) may be
appealed solely on the grounds that the conduct of the arbitrator(s), or the decision itself,
violated the standards set forth in the Federal Arbitration Act or the Administrative
Dispute Resolution Act. The final decision of the arbitrator must also be filed with FERC
if it affects jurisdictional rates, terms and conditions of service, Interconnection Facilities,
Distribution Upgrades, 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. Representations,Warranties, and Covenants
28.1 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 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 GIA 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 GIA.
28.1.2 Authority. Such Party has the right, power and authority to enter into this GIA,
to become a Party hereto and to perform its obligations hereunder. This GIA 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).
28.1.3 No Conflict. The execution, delivery and performance of this GIA 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,
Page No. 65
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 GIA 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 GIA, and it will provide to any Governmental
Authority notice of any actions under this GIA that are required by Applicable
Laws and Regulations.
Article 29. [Reserved]
Article 30. Miscellaneous
30.1 Binding Effect. This GIA 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. hi the event of a conflict between the body of this GIA and any attachment,
appendices or exhibits hereto,the terms and provisions of the body of this GIA shall
prevail and be deemed the final intent of the Parties.
30.3 Rules of Interpretation. This GIA, 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 GIA,
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 GIA), 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 terns 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 GIA or such
Appendix to this GIA, or such Section to the GIP or such Appendix to the GIP, as the
case may be; (6) "hereunder", "hereof', "herein", "hereto'and words of similar import
shall be deemed references to this GIA 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 GIA, 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
Page No. 66
or written, between the Parties with respect to the subject matter of this GIA. 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 GIA.
30.5 No Third Party Beneficiaries. This GIA 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 GIA to insist, on any occasion, upon strict
performance of any provision of this GIA 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 GIA 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 GIA. Termination or Default of this GIA for any
reason by Interconnection Customer shall not constitute a waiver of Interconnection
Customer's legal rights to obtain an interconnection from Distribution Provider. Any
waiver of this GIA shall, if requested, be provided in writing.
30.7 Headings. The descriptive headings of the various Articles of this GIA have been
inserted for convenience of reference only and are of no significance in the interpretation
or construction of this GIA.
30.8 Multiple Counterparts. This GIA may be executed in two or more counterparts, each of
which is deemed an original but all constitute one and the same instrument.
30.9 Amendment. The Parties may by mutual agreement amend this GIA 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 GIA by a written instrument duly executed by the Parties. Such
amendment shall become effective and a part of this GIA upon satisfaction of all
Applicable Laws and Regulations.
30.11 Reservation of Rights. Distribution Provider shall have the right to make a unilateral
filing with FERC to modify this GIA 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 GIA 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
Page No. 67
considered. Nothing in this GIA 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 GIA 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.
IN WITNESS WHEREOF,the Parties have executed this GIA in duplicate originals,
each of which shall constitute and be an original effective Agreement between the Parties.
Southern California Edison Company
By:
Name: Kevin M. Payne
Title: Vice President, Transmission and Distribution
Date:
City of Palm Springs
70aft
AS TO FORM
Name: David H. Ready
Title: CityManager ttomey
Date: /e
ATTEST: APPROVED BY C91Y CCti'`:'u!L
ity Clerk
Page No. 68
Appendix A to GIA
Interconnection Facilities,Network Upgrades and Distribution Upgrades
Recitals
This Agreement is made with reference to the following facts, among others:
WHEREAS, the Interconnection Customer owns and operates the Generating Facility that is
described in Appendix C to this GIA.
WHEREAS,the Interconnection Customer and Distribution Provider are parties to a Power
Purchase Agreement, dated September 1, 2005, as amended ("Existing PPA"), which includes,
as an Appendix thereto, an Interconnection Facilities Agreement(the "IFA"),pursuant to which,
among other things, the Interconnection Customer and Distribution Provider established
interconnection arrangements between the Generating Facility and SCE's Distribution System.
WHEREAS, the Interconnection Customer and Distribution Provider have agreed to enter into
this GIA for the purpose of(i)replacing the existing IFA which is under the jurisdiction of the
California Public Utilities Commission, and (ii) establishing interconnection arrangements
pursuant to the Tariff.
WHEREAS,the Generating Facility is an existing interconnected generation resource and was
not required to submit an Interconnection Request pursuant to the Tariff. The Generating
Facility did not participate in the Cluster Study Process and was not subject to the Phase I or
Phase II Interconnection Studies.
WHEREAS, the Parties agree that, unless otherwise terminated earlier in accordance with the
terms of the Existing PPA or the IFA, the IFA shall terminate upon the Effective Date of this
GIA.
WHEREAS,in this Appendix A, existing Interconnection Facilities and Distribution Upgrades
installed pursuant to the IFA are identified as well as the Interconnection Customer's related cost
responsibility. New Interconnection Facilities, Distribution Upgrades, and Network Upgrades,
as applicable, may have also been identified in this Appendix A consistent with current
interconnection standards pursuant to the requirements of this GIA.
WHEREAS, any new Distribution Provider's Interconnection Facilities,Network Upgrades or
Distribution Upgrades described in this Appendix A are based on the Distribution Provider's
preliminary engineering and design. Such descriptions are subject to modification to reflect the
actual facilities constructed and installed following the Distribution Provider's final engineering
and design, identification of field conditions, and compliance with applicable environmental and
permitting requirements.
1. Interconnection Facilities.
Page No. 69
(a) Interconnection Customer's Interconnection Facilities.
(i) Existing Facilities.
1. Protective and synchronizing relays
2. One(1) 4160V switch board circuit breaker
(ii) New Facilities. The Interconnection Customer shall:
1. Install all required ISO-approved compliant metering equipment at the
Generating Facility, in accordance with Section 10 of the ISO Tariff.
(b) Distribution Provider's Interconnection Facilities.
(i) Existing Facilities.
1. 30 feet of 12 kV conductors and devices
2. One(1) 225kVA 480V 3 phase ground bank which replaced the three (3)
single phase 50kVA 7200-120/240V grounding bank on 5111/10.
3. One(1) three phase 1000kVA 12000-240/4160V line transformer
4. Metering, switch and current transformers
5. One (1)pad mounted equipment (`PME") 3 non-fused switch added on
5/11/10.
(ii) New Facilities. None.
2. Network Upgrades.
(a) Stand Alone Network Upgrades. None.
(b) Other Network Upgrades.
(i) Existing Reliability Network Upgrades. None.
(ii) New Reliability Network Upgrades. None.
(iii) Delivery Network Upgrades. None.
3. Distribution Upgrades.
(a) Existing Distribution Upgrades. None.
(b) New Distribution Upgrades. None.
4. Not Used.
5. Point of Change of Ownership.
(a) The Point of Change of Ownership is at the pull section of the Interconnection
Customer's switch board.
Page No. 70
6. Point of Interconnection. The Point of Interconnection is the tap on the Distribution
Provider's 5-way gas switch on the Distribution Provider's Saturnino12 kV circuit.
7. One-Line Diagram of Interconnection to Saturnino 12kV Line.
Figure 1—Proposed 480V Method of Stmice
WDT870QFC
Synchronous
Generator
Interconnection Customer 41601t Snitch Board
SCE �. • Circuit Breaker'
Point of Changei
of frneraw '
Z
�+ c,� .t�f ♦t�a i
Satumino SLkY Wb 123i'
Thornhill Sub
.#r�•awsM Ji....M i
Point of
tnterccnnection
`relay contains aM elements required
by the Interconnection Handbook
Page No. 71
8. Additional Definitions. For the purposes of these Appendices, the following terms, when
used with initial capitalization, whether in the singular or the plural, shall have the meanings
specified below:
(a) Accounting Practice: Generally accepted accounting principles and practices
applicable to electric utility operations.
(b) Annual Tax Security Reassessment: In accordance with the directives of FERC Orders
2003-A and 2003-B associated with Article 5.17.4 of the GIA, the annual reassessment
of the current tax liability, which will commence the first year after Interconnection
Customer's in-service date.
(c) Balancing Authority: The responsible entity that integrates resource plans ahead of
time,maintains load-interchange-generation balance within a Balancing Authority
Area, and supports interconnection frequency in real time.
(d) Balancing Authority Area: The collection of generation, transmission, and loads within
the metered boundaries of the Balancing Authority. The Balancing Authority maintains
load-resource balance within this area.
(e) Capital Additions: Any modifications to the Distribution Provider's Interconnection
Facilities. Such modifications may be any Units of Property which are added to the
Distribution Provider's Interconnection Facilities; the enlargement,modification or
betterment of any Units of Property constituting a part of the Distribution Provider's
Interconnection Facilities; or the replacement of any Units of Property constituting a
part of the Distribution Provider's Interconnection Facilities, irrespective of whether
such replacement constitutes an enlargement,modification or betterment of that which
it replaces; and the costs of which additions, enlargements, modifications, betterments
or replacements in accordance with Accounting Practice would be capitalized and have
not previously been included in the Interconnection Facilities Cost.
(f) Capital Additions Cost: All costs, excluding One-Time Cost, determined by
Distribution Provider to be associated with the design, engineering, procurement,
construction and installation of Capital Additions.
(g) CPUC: The California Public Utilities Commission, or its regulatory successor.
(h) Credit Support: A parent guarantee, letter of credit, surety bond, or other security
meeting the requirements of Section 4.8.1 of the GIP.
(i) Customer-Financed Monthly Rate: The rate most recently adopted by the CPUC for
application to the Distribution Provider's retail electric customers for customer-
financed added facilities,which compensates the Distribution Provider for replacement
of added facilities. The currently effective Customer-Financed Monthly Rate is as
provided in Section 16 of this Appendix A.
Page No. 72
(j) Delivery Network Upgrades Cost: The Interconnection Customer's allocated share of
all costs, excluding One-Time Cost, determined by the Distribution Provider to be
associated with the design, engineering,procurement, construction and installation of
the Delivery Network Upgrades. The Delivery Network Upgrades Cost is provided in
Section 15 of this Appendix A.
(k) Delivery Network Upgrades Payment: The sum of the Delivery Network Upgrades
Cost and associated One-Time Cost. The Delivery Network Upgrades Payment is
provided in Section 17 of this Appendix A.
(1) Distribution Upgrades Cost: The Interconnection Customer's allocated share of all
costs, excluding ITCC and One-Time Cost, determined by the Distribution Provider to
be associated with the design, engineering,procurement, construction and installation
of the Distribution Upgrades. The Distribution Upgrades Cost is provided in Section
15 of this Appendix A.
(m) Distribution Upgrades Payment: The sum of the Distribution Upgrades Cost and
associated One-Time Cost. The Distribution Upgrades Payment is provided in Section
17 of this Appendix A.
(n) Interconnection Facilities Charge: The monthly charge to the Interconnection
Customer to recover the revenue requirements for the Distribution Provider's
Interconnection Facilities, calculated as the product of the Customer-Financed Monthly
Rate and the Interconnection Facilities Cost. The Interconnection Facilities Charge is
provided in Section 16 of this Appendix A.
(o) Interconnection Facilities Cost: All costs, excluding One-Time Cost, determined by the
Distribution Provider to be associated with the design, engineering,procurement,
construction and installation of the Distribution Provider's Interconnection Facilities.
The Interconnection Facilities Cost is provided in Section 15 of this Appendix A.
(p) Interconnection Facilities Payment: The sum of the Interconnection Facilities Cost and
associated One-Time Cost. The Interconnection Facilities Payment is provided in
Section 17 of this Appendix A.
(q) ITCC (Income Tax Component of Contribution): The ITCC is equal to the estimated
tax liability described in Article 5.17.4 of the GIA and is the Income Tax Component of
Contribution specified in the Preliminary Statement, Part M of the Distribution
Provider's tariff on file with the CPUC, applicable to the Distribution Upgrades Cost
and Interconnection Facilities Cost. The ITCC applicable to the Distribution Upgrades
Cost and Interconnection Facilities Cost is.described in Section 11 of this Appendix A
and is shown in Section 15 of this Appendix A.
(r) One-Time Cost: All costs determined by the Distribution Provider to be associated
with the installation of the Delivery Network Upgrades, Distribution Upgrades,
Page No. 73
Distribution Provider's Interconnection Facilities, Reliability Network Upgrades, or
Capital Additions which are not capitalized.
(s) Reliability Network Upgrades Cost: The Interconnection Customer's allocated share of
all costs, excluding One-Time Cost, determined by the Distribution Provider to be
associated with the design, engineering,procurement, construction and installation of
the Reliability Network Upgrades. The Reliability Network Upgrades Cost is provided
in Section 15 of this Appendix A.
(t) Reliability Network Upgrades Payment: The sum of the Reliability Network Upgrades
Cost and associated One-Time Cost. The Reliability Network Upgrades Payment is
provided in Section 17 of this Appendix A.
(u) Removal Cost: The actual cost the Distribution Provider incurs for the removal of the
Distribution Provider's Interconnection Facilities, or any portion thereof, which is
calculated as the amount, if positive, of the costs of removal minus the salvage value of
the Distribution Provider's Interconnection Facilities.
(v) Special Protection System ("SPS"): A system that reduces or trips generation under
contingency outages to maintain system stability or to limit overloads on electric
system facilities.
(w) Tax Security: The Interconnection Customer's provision of Security with respect to the
Interconnection Customer's tax indemnification obligations, provided in accordance
with Article 5.17.3.
(x) Units of Property: As described in FERC's"List of Units of Property for Use in
Connection with Uniform System of Accounts Prescribed for Public Utilities and
Licensees"in effect as of the date of this GIA, as such"List"may be amended from
time to time.
9. Transmission Credits. None.
10. Security Amount for the Distribution Upgrades,the Distribution Provider's
Interconnection Facilities and Network Upgrades.None.
11. Security Amount for Estimated Tax Liability. Pursuant to Article 5.17.4 of the GIA,the
Interconnection Customer's estimated tax liability is as follows:
Current Tax Rate x (Gross Income Amount—Present Value of Tax Depreciation)/(I —
Current Tax Rate) = 35%
Estimated tax liability for Distribution Provider's Interconnection Facilities=35%x
(Interconnection Facilities Cost) = 35%x $22,548.49= $7,891.97
Estimated tax liability assumes the following costs:
Page No. 74
Interconnection Facilities Cost [One(1) PME 3 non-fused switch added on 5111/10.] _
$22,548.49
Based upon the total estimated tax liability, the Interconnection Customer shall provide the
Distribution Provider cash or a letter of credit in the amount of$7,891.97, pursuant to Article
5.17.3 and Appendix B of the GIA.
Upon notification of the Annual Tax Security Reassessment; the Interconnection Customer
shall modify its Tax Security accordingly. If the Annual Tax Security Reassessment results
in a deficiency in the Tax Security amount, the Interconnection Customer will be required to
increase its Tax Security Amount within 30 days after receipt of the deficiency notification.
If the Annual Tax Security Reassessment results in a reduction of the Tax Security amount,
the Interconnection Customer may choose to reduce its Tax Security amount or maintain the
Tax Security in the current amount for the following year.
The Annual Tax Security Reassessment will be calculated utilizing the following
methodology:
1) Tax Assessment Event:
((Current Tax Rate x (Gross income - NPV Tax Depreciation)) + Interest)/(1 -
Current Tax Rate)
2) Subsequent Taxable Event:
(Current Tax Rate x (Replacement Facility Cost—NPV Tax Depreciation))/(1-Current Tax
Rate)
12. Removal of the Distribution Provider's Interconnection Facilities. Following termination
of the GIA, the Distribution Provider will remove the Distribution Provider's Interconnection
Facilities from service to the Interconnection Customer, pursuant to Article 2.5 of the GIA.
On or before the date one year following termination of the GIA, the Distribution Provider
shall notify the Interconnection Customer as to whether the Distribution Provider intends to
physically remove the Distribution Provider's Interconnection Facilities, or any part thereof.
If the Distribution Provider intends to physically remove the Distribution Provider's
Interconnection Facilities, or any part thereof, then the Distribution Provider shall physically
remove such facilities within two years from the date of notification of intent, and the
Interconnection Customer shall pay the Removal Cost. If the Distribution Provider does not
intend to physically remove the Distribution Provider's Interconnection Facilities, or any part
thereof, then the Interconnection Customer shall have no obligation to pay such Removal
Cost.
13. Charges.
(a) The Interconnection Customer shall pay to the Distribution Provider the following
charges in accordance with the GIA: (i) Distribution Upgrades Payment; (ii) Delivery
Network Upgrades Payment; (iii) Interconnection Facilities Payment; (iv) Reliability
Network Upgrades Payment; (v)payments for any Capital Additions; (vi)
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Interconnection Facilities Charge; (vii) any reimbursable FERC fees pursuant to
Section 14(f) of this Appendix A; (viii) Removal Cost pursuant to Article 2.4.3 of the
GIA and Section 12 of this Appendix A; (ix) termination charges pursuant to Article
2.4 of the GIA; (x)disconnection costs pursuant to Article 2.5 of the GIA; and (xi)
suspension costs pursuant to Article 5.16 of the GIA.
(b) The Distribution Upgrades Cost, Delivery Network Upgrades Cost, Interconnection
Facilities Cost, Reliability Network Upgrades Cost, Capital Additions Cost, One-Time
Cost and Removal Cost shall be compiled in accordance with Accounting Practice.
(c) If, during the term of the GIA, the Distribution Provider executes an agreement to
provide service to another entity(other than retail load)that contributes to the need for
the Distribution Provider's Interconnection Facilities, the charges due hereunder may
be adjusted to appropriately reflect such service based on the Distribution Provider's
cost allocation principles in effect at such time and shall be subject to FERC's approval.
(d) If Capital Additions are required in order to benefit the Distribution Provider, or
because of damage caused by negligence or willful misconduct of the Distribution
Provider, then the Interconnection Customer will not bear cost responsibility for such
Capital Additions; and no adjustment will be made to the Interconnection Facilities
Cost; and no Capital Additions Cost or One-Time Cost will be charged to the
Interconnection Customer for such Capital Additions.
(e) If Capital Additions involve only replacement of any Units of Property constituting a
part of the Distribution Provider's Interconnection Facilities, then the Interconnection
Customer will not bear cost responsibility for such Capital Additions; and no
adjustment will be made to the Interconnection Facilities Cost.
14. Supplemental Billing and Payment Provisions.
(a) Pursuant to Article 12.1 of the GIA, the Distribution Provider shall submit to the
Interconnection Customer invoices due for the preceding month for the Distribution
Upgrades Payment, Delivery Network Upgrades Payment, Interconnection Facilities
Payment and Reliability Network Upgrades Payment.
(b) Pursuant to Article 10.5 of the GIA, commencing on or following the Effective Date,
each month the Distribution Provider will render bills to the Interconnection Customer
for the Interconnection Facilities Charge. The Interconnection Facilities Charge shall
initially be based on the estimated Interconnection Facilities Cost, as specified in
Section 15 of this Appendix A, and payments made for such Interconnection Facilities
Charge shall be subject to later adjustment pursuant to Sections 14(b)(i) and 14(b)(ii) of
this Appendix A. The Interconnection Facilities Charge for the first and last month of
service hereunder shall be pro-rated based on the number of days in which service was
provided during said months.
Page No. 76
(i) If the amounts paid for the Interconnection Facilities Charge are less than the
amounts due for the Interconnection Facilities Charge, as determined from the
actual recorded Interconnection Facilities Cost, the Distribution Provider will bill
the Interconnection Customer the difference between the amounts previously paid
by the Interconnection Customer and the amounts which would have been paid
based on actual recorded costs, without interest, on the next regular billing.
(ii) If the amounts paid for the Interconnection Facilities Charge are greater than the
amounts due for the Interconnection Facilities Charge, as determined from the
actual recorded Interconnection Facilities Cost, the Distribution Provider will
credit the Interconnection Customer the difference between the amounts
previously paid by the Interconnection Customer and the amounts which would
have been paid based on actual recorded costs, without interest, on the next
regular billing.
(c) In accordance with Article 5.19.3 of the GIA, the Distribution Provider shall submit
invoices to the Interconnection Customer for the preceding month for Capital Additions
payments due, if any.
(i) For Capital Additions that are the cost responsibility of the Interconnection
Customer, the Distribution Provider will provide at least sixty(60) Calendar Days
advance written notification to the Interconnection Customer prior to
commencing work, except that the Distribution Provider may commence the work
on the Capital Additions with either shorter advance written notification or
written notification after the work has commenced, at the Distribution Provider's
sole discretion, if the Distribution Provider determines that the Capital Additions
are required to comply with safety or regulatory requirements or to preserve
system integrity or reliability. Any such written notification will include the
estimated cost of the Capital Additions, and the amount of and due date for the
security, if any, required to be paid by the Interconnection Customer, which is
sufficient to cover the costs for constructing,procuring and installing the Capital
Additions consistent with the applicable terms of Article 11.5 of the GIA.
(ii) Except as provided in Sections 13(d) and 13(e) of this Appendix A, if certain of
the Distribution Provider's Interconnection Facilities are removed to
accommodate Capital Additions and such removal results in a change in the
Interconnection Facilities Cost, the Interconnection Facilities Charge shall be
adjusted to reflect the change in the Interconnection Facilities Cost as of the in-
service date of such Capital Additions.
(iii) Except as provided in Sections 13(d) and 13(e) of this Appendix A, if Capital
Additions result in an increase in the Interconnection Facilities Cost, then the
Interconnection Facilities Charge shall be adjusted as of the in-service date of
such Capital Additions to reflect the change in such costs.
Page No. 77
(d) As soon as reasonably practicable,but within twelve(12)months after the in-service
date of any Capital Additions, the Distribution Provider shall provide an invoice of the
final cost of the construction of the Capital Additions to the Interconnection Customer,
and shall set forth such costs in sufficient detail to enable the Interconnection Customer
to compare the actual costs with the estimates and to ascertain deviations, if any, from
the cost estimates. The Distribution Provider will refund to the Interconnection
Customer any amount by which the payment made by the Interconnection Customer for
estimated costs of the Capital Additions exceeds the actual costs of construction within
thirty(30) Calendar Days of the issuance of such final construction invoice; or, in the
event the actual costs of construction exceed the Interconnection Customer's payment
made for the estimated costs of the Capital Additions, then the Interconnection
Customer shall pay to the Distribution Provider any amount by which the actual costs
of construction exceed the payment made by the Interconnection Customer for
estimated costs within thirty(30) Calendar Days of the issuance of such final
construction invoice.
(e) If, in accordance with the removal of the Distribution Provider's Interconnection
Facilities, as specified in Section 12 of this Appendix A, the Distribution Provider
decides to physically remove the Distribution Provider's Interconnection Facilities, or
any part thereof, the Distribution Provider shall render a bill to the Interconnection
Customer for the Removal Cost. The Interconnection Customer shall pay the Removal
Cost in accordance with Article 2.4.3 of the GIA. Such billing shall initially be based
on the Distribution Provider's estimate of the Removal Cost. Within twelve(12)
months following the removal of the Distribution Provider's Interconnection Facilities,
or any part thereof, the Distribution Provider shall determine the actual Removal Cost
and provide the Interconnection Customer with a final invoice. The Distribution
Provider shall refund to the Interconnection Customer any amount by which the
payment by the Interconnection Customer for the estimated Removal Cost exceeds the
actual Removal Cost within thirty(30) Calendar Days of the issuance of such final
invoice; or, in the event the actual Removal Cost exceeds the Interconnection
Customer's payment for the estimated Removal Cost, then the Interconnection
Customer shall pay to the Distribution Provider any amount by which the actual
Removal Cost exceeds the payment by the Interconnection Customer for the estimated
Removal Cost within thirty(30) Calendar Days of the issuance of such final invoice.
(f) The Interconnection Customer shall reimburse the Distribution Provider for all fees and
charges related to the FERC fees and annual charges provided in Sections 381 and 382
of the FERC's regulations (18 C.F.R. § 381 and 382), as such regulation may from time
to time be amended, that are imposed on the Distribution Provider attributable to the
service provided under the GIA, or any amendments thereto. The Distribution Provider
will render bills to the Interconnection Customer for any such fees and charges incurred
since the preceding billing. As of the Effective Date, no such fees and charges have
been imposed on the Distribution Provider attributable to the service provided under the
GIA.
Page No. 78
Page No. 79
15. Distribution Upgrades Cost, Delivery Network Upgrade Cost, Interconnection Facilities
Cost and Reliability Network Upgrade Cost Summary.
(a) Estimated Cost of New Facilities:
Reliability Distribution Delivery One-Time Total ITCC*
Network Upgrades Network Cost
Upgrades Cost Upgrades
Interconnection Cost Cost
Element Facilities Cost
Interconnection
Facilities
None 1 $0 1 $0 $o
Distribution
Upgrades
None $0 $0 $0
Reliability
Network
Upgrades
None $0 $o $0
Delivery
Network
Upgrades
None $0 $0 $0
Total so $o $0 $0 $0 $o so
*Note: ITCC/Estimated Tax Liability will be provided pursuant to Appendix A,Section 11.
All amounts shown above are in nominal dollars.
(b) Actual Cost of Existing Facilities:
Element Interconnection Distribution Total ITCC*
Facilities Cost Upgrades
Cost
Interconnection
Facilities
30 feet of 12kV $3,311.24 $3,311.24
conductors and
devices
One(1)225kVA $5,505.79 $5,505.79
480V 3phase ground
bank which replaced
the three(3) 120l240
V— 12 kV single
phase 50 kVA line
transformers,
grounding and ground
Page No. 80
bank on 5111/10
Meters and current $3,273.67 $3,273.67
transformers
One(1)PME 3 non- $22,548.49 $22,548.49 $7,891.97
fused switch installed
on 5111/10
Distribution
Upgrades
None $0 $0
Total $34,639.19 $0 $34,639.19 $7,891.97
*Note: ITCC/Estimated Tax Liability will be provided pursuant to Appendix A,Section 11.
16. Interconnection Facilities Charge.
(a) Interconnection Facilities Charge=Customer-Financed Monthly Rate x
(Interconnection Facilities Cost)
Actual
Effective Customer- Interconnection Interconnection
Financed Facilities Cost Facilities
Monthly Charge
Rate
As of the 0.51% $34,639.19 $176.66
Effective Date
17. Payment Schedule and Associated ITCC.
The payment amounts shown below are based on an estimate of the monthly incurred costs
for the new Distribution Upgrades, Distribution Provider's Interconnection Facilities, and
Network Upgrades.
Payment Payment Interconnecti Distribution Reliability Delivery One- Project Associated
No. Due Date on Facilities Upgrades Network Network Time Payment ITCC*
Cost Cost Upgrades Upgrades Cost
Cost Cost
I Within $22,548.49 $22,548.49 $7,891.97
30
calendar
Page No. 81
days of
the
Effective
Date
TOTAL $22,548.49 $0 $0 $0 $0 $$22,548.49 $$7 891.97
All amounts shown above are in nominal dollars.
Distribution Upgrades Payment=(Distribution Upgrades Cost+associated One-Time Cost)_$0
Delivery Network Upgrades Payment=(Delivery Network Upgrades Cost+associated One-Time Cost)=$0
Interconnection Facilities Payment=(Interconnection Facilities Cost+associated One-Time Cost)=$22,548.59
Reliability Network Upgrades Payment=(Reliability Network Upgrades Cost+associated One-Time Cost)_$0
Transmission credits pursuant to Section 9 of this Appendix A=Reliability Network Upgrades Payment+Delivery
Network Upgrades Payment=$0
Payment for the installation of existing facilities,with the exception of the PME 3 non-fused switch identified in
Section 15 (b)of Appendix A,was made by the Interconnection Customer under the IFA.The PME 3 non-fused
switch was recently installed under the IFA; however the Interconnection Customer has not been billed for such
installation.
*Credit Support for ITCC for the Interconnection Facilities Cost,with the exception of the cost of the PME 3 non-
fused switch identified in Section 15 (b)of Appendix A,was made under the IFA.Interconnection Customer shall
provide Credit Support for ITCC associated with the cost of the PME 3 non-fused switch under this GIA.
18. Review of Generating Facility and Interconnection Customer's Interconnection
Facilities Design.
(a) Pursuant to Article 5.10 of this GIA, within 120 Calendar Days after the Effective Date,
the Interconnection Customer shall provide all drawings, specifications, information
and documents related to the Generating Facility and Interconnection Customer's
Interconnection Facilities necessary for the Distribution Provider to verify the
compatibility of the Generating Facility and Interconnection Customer's
Interconnection Facilities with the Distribution Provider's Interconnection Facilities,
Distribution System and Transmission System, and compliance with the
Interconnection Handbook. Such drawings, specifications, information and documents
shall include,but are not limited to: i) an electrical one-line diagram of the Generating
Facility and Interconnection Customer's Interconnection Facilities; ii) an electrical
three-line diagram of the Interconnection Customer's protective relays and devices used
for protection of the Distribution Provider's Interconnection Facilities, Distribution
System and Transmission System; iii) electrical elementary or wiring diagrams of the
Interconnection Customer's protective relays and devices used for protection of the
Distribution Provider's Interconnection Facilities,Distribution System and
Transmission System; iv)protection settings of the Interconnection Customer's relays
or other protective devices used for protection of the Distribution Provider's
Interconnection Facilities, Distribution System and Transmission System, including a
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test report for such relays or other protective devices dated within 5 years of the
Effective Date; and v) a plot plan of the Generating Facility and Interconnection
Customer's Interconnection Facilities. Such drawings, specifications, information and
documents submitted by the Interconnection Customer to the Distribution Provider
must be certified in writing by a professional engineer registered in the State of
California, or other qualified and authorized representative of the Interconnection
Customer, as being current and accurate representations of the Generating Facility and
Interconnection Customer's Interconnection Facilities.
Page No. 83
Appendix B to GIA
Milestones
1. The Interconnection Customer's Selected Option: Pursuant to Article 5.1 of the GIA,the
Interconnection Customer has selected the Standard Option.
2. Milestone Dates:
Item Milestone Res onsible Party Due Date
(a) Submit proof of insurance Interconnection Within ten(10)
coverage in accordance with Customer Calendar Days of the
Article 18.3 of the GIA execution of this GIA
(b) Submittal of written
authorization to proceed with
design and procurement of the
Distribution Provider's Deemed to have been
Interconnection Facilities in completed under the
accordance with Article 5.5.2 of Interconnection IFA
the GIA Customer
(d) Submittal of written Interconnection Deemed to have been
authorization to proceed with Customer completed under the
construction to the Distribution IFA
Provider, pursuant to Article
5.6.3 of the GIA
(e) Submittal of security for the Interconnection Within thirty(30)
estimated tax liability to the Customer Calendar Days of the
Distribution Provider,pursuant Effective Date.
to Article 5.17.3 of the GIA
(f) Completion of the Distribution Distribution Provider Deemed to have been
Provider's Interconnection completed under the
Facilities IFA
(g) Submittal of initial specifications
for the Interconnection
Customer's Interconnection
Facilities and Generating
Facility, including System Deemed to have been
Protection Facilities, to the completed under the
Distribution Provider, pursuant Interconnection IFA
to Article 5.10.1 of the GIA Customer
(h) Submittal of initial information
including the Distribution Deemed to have been
Provider's Transmission System completed under the
information necessary to allow IFA
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the Interconnection Customer to
select equipment, in accordance Distribution Provider
with Article 24.2 of the GIA
(i) Submittal of updated information
by the Interconnection Customer,
including manufacturer Deemed to have been
information, in accordance with Interconnection completed under the
Article 24.3 of the GIA Customer IFA
Review of and comment on the
(j) Interconnection Customer's Deemed to have been
initial specifications,pursuant to completed under the
Article 5.10.1 of the GIA Distribution Provider IFA
(k) Submittal of final specifications
for the Interconnection
Customer's Interconnection
Facilities and Generating Deemed to have been
Facility, including System completed under the
Protection Facilities, to the IFA
Distribution Provider, as
specified in Article 5.10.1 of the Interconnection
GIA Customer
Review of and comment on the
(1) Interconnection Customer's final Deemed to have been
specifications, pursuant to completed under the
Article 5.10.1 of the GIA Distribution Provider IFA
(m) Notification of Balancing
Authority Area to the Deemed to have been
Distribution Provider,pursuant Interconnection completed under the
to Article 9.2 Customer IFA
(n) Performance of a complete
calibration test and functional Deemed to have been
trip test of the System Protection Interconnection completed under the
Facilities,pursuant to Article Customer and IFA
9.7.4.6 of the GIA Distribution Provider
Deemed to have been
(o) Interconnection completed under the
In-Service Date Customer IFA
(p) Deemed to have been
Initial Synchronization Interconnection completed under the
Date/TrialOperation Customer IFA
(q) Testing of the Distribution
Provider's Interconnection
Facilities, Distribution Upgrades,
and Network Upgrades, and
testing of the Interconnection
Customer's Interconnection Deemed to have been
Page No, 85
Facilities and Generating completed under the
Facility, all in accordance with Interconnection IFA
Article 6.1 of the GIA Customer and
Distribution Provider
(r) Provide written approval to the
Interconnection Customer for the
operation of the Generating Deemed to have been
Facility, in accordance with completed under the
Article 6.1 of the GIA Distribution Provider IFA
Deemed to have been
(s) Interconnection completed under the
Commercial Operation Date Customer IFA
(t) Submittal to the Distribution
Provider of"as-built"drawings,
information and documents for
the Interconnection Customer's
Interconnection Facilities and the Within one hundred
Generating Facility, in twenty(120) Calendar
accordance with Article 5.10.3 of Days after the
the GIA and Appendix A, Interconnection Effective Date, unless
Section 18 of this GIA Customer otherwise agreed
Page No. 86
Appendix C to GIA
Interconnection Details
1. Generating Facility: All equipment and facilities comprising the generation facility at
407 S. Cerritos Dr., Palm Springs, California, as disclosed by the Interconnection
Customer in its Interconnection Request, as may have been amended during the
Interconnection Study process, which consists of(i) one(1) 0.65 MW internal
combustion cogeneration engine generator, (ii) the associated infrastructure and step up
transformer, (iii)meters and metering equipment, and(iv) appurtenant equipment. The
City of Palm Springs, Sunrise Plaza, Cogeneration Facility Project shall consist of the
Generating Facility and the Interconnection Customer's Interconnection Facilities.
2. Interconnection Customer Operational Requirements:
(a) Pursuant to Article 9.4 of the GIA, the Interconnection Customer shall operate the
Generating Facility and the Interconnection Customer's Interconnection Facilities in
accordance with the ISO Tariff;NERC and the Applicable Reliability Council
requirements; and Applicable Reliability Standards.
(b) The Generating Facility shall be operated so as to prevent or protect against the
following adverse conditions on the Distribution Provider's electric system:
inadvertent and unwanted re-energizing of a utility dead line or bus; interconnection
while out of synchronization; overcurrent; voltage imbalance; ground faults;generated
alternating current frequency outside permitted safe limits; power factor or reactive
power outside permitted limits; and abnormal waveforms.
3. Interconnection Principles:
(a) This GIA provides for interconnection of a total capacity of 0.65 MW, resulting from
the interconnection of the City of Palm Springs, Sunrise Plaza, Cogeneration Facility
Project, as described in Section 1 of this Appendix C. The Interconnection Customer
acknowledges that if the Interconnection Customer wishes to increase the amount of
interconnection capacity provided pursuant to this GIA,the Interconnection Customer
shall be required to submit a new Interconnection Request in accordance with the terms
and conditions of the Tariff.
(b) The costs associated with any mitigation measures required to third party transmission
systems, which result from interconnection of the City of Palm Springs, Sunrise Plaza,
Cogeneration Facility Project to the Distribution Provider's electrical system, are not
reflected in this GIA. The Distribution Provider shall have no responsibility to pay
costs associated with any such mitigation measures. If applicable, the Interconnection
Customer shall enter into an agreement with such third parties in accordance with
Section 10.4 of the GIP to address any required mitigation.
(c) In the event the Distribution Provider's Interconnection Facilities are utilized to provide
retail service to the Interconnection Customer in addition to the wholesale
Page No. 87
Interconnection Service provided herein, and the Interconnection Customer fails to
make payment for such retail service in accordance with the Distribution Provider's
applicable retail tariffs, then the Distribution Provider's Interconnection Facilities may
be removed from service to the Interconnection Customer, subject to the notice and
cure provisions of such retail tariffs, until payment is made by the Interconnection
Customer pursuant to such retail tariffs.
(d) Pursuant to Article 5.10.2 of the GIA, review by the Distribution Provider of the
electrical specifications, design, construction, operation, or maintenance of the City of
Palm Springs, Sunrise Plaza, Cogeneration Facility Project or the Interconnection
Customer's Interconnection Facilities shall not constitute any representation as to the
economic or technical feasibility, operational capability, or reliability of such facilities.
The Interconnection Customer shall in no way represent to any third party that any such
review by the Distribution Provider of such facilities, including, but not limited to, any
review of the design, construction, operation, or maintenance of such facilities by the
Distribution Provider, is a representation by the Distribution Provider as to the
economic or technical feasibility, operational capability, or reliability of the City of
Palm Springs, Sunrise Plaza, Cogeneration Facility Project or the Interconnection
Customer's Interconnection Facilities.
(e) The Distribution Provider's approval process specified in Article 6.1 of the GIA will
include verification that the low-voltage ride-through, SCADA capability, and power
factor correction equipment, if any, required pursuant to Appendix H of this GIA, have
been installed.
(f) The Interconnection Customer shall complete and receive approval for all
environmental impact studies and any permitting necessary for the construction,
operation and maintenance of the City of Palm Springs, Sunrise Plaza, Cogeneration
Facility Project. The Interconnection Customer shall include the Distribution
Provider's Interconnection Facilities, Distribution Upgrades and Network Upgrades
described in Appendix A of this GIA in all such environmental impact studies, where
applicable. The Interconnection Customer shall provide the results of such studies and
approvals to the Distribution Provider for use in the Distribution Provider's
application(s) to obtain the regulatory approvals required to be obtained by Distribution
Provider for the construction, operation and maintenance of the Distribution Provider's
Interconnection Facilities, Distribution Upgrades and Network Upgrades described in
Appendix A of this GIA.
(g) The Interconnection Customer is responsible for all costs associated with any necessary
relocation of any of the Distribution Provider's facilities as a result of the City of Palm
Springs, Sunrise Plaza, Cogeneration Facility Project and acquiring all property rights
necessary for the Interconnection Customer's Interconnection Facilities, including those
required to cross the Distribution Provider's facilities and property. The relocation of
the Distribution Provider's facilities or use of the Distribution Provider's property
rights shall only be permitted upon written agreement between the Distribution
Provider and the Interconnection Customer. Any proposed relocation of the
Page No. 88
Distribution Provider's facilities or use of the Distribution Provider's property rights
may require a study and/or evaluation, the cost of which would be borne by the
Interconnection Customer, to determine whether such use may be accommodated. The
terms and conditions of any such use of the Distribution Provider's facilities or property
rights would be the subject of a separate agreement and any associated costs to the
Interconnection Customer would not be considered to be associated with a Network
Upgrade or Distribution Upgrade and would not be refundable to the Interconnection
Customer pursuant to Article 11.4 of this GIA.
(h) This GIA does not address any requirements for standby power or temporary
construction power that the Generating Facility may require prior to the in-service date
of the Interconnection Facilities. Should the Generating Facility require standby power
or temporary construction power from the Distribution Provider prior to the in-service
date of the Interconnection Facilities, the Interconnection Customer is responsible to
make appropriate arrangements with the Distribution Provider to receive and pay for
such retail service.
4. Not Used.
5. Interconnection Operations:
(a) The Interconnection Customer shall cause the City of Palm Springs, Sunrise Plaza,
Cogeneration Facility Project to participate in any SPS required to prevent thermal
overloads and unstable conditions resulting from outages. Such participation shall be in
accordance with applicable FERC regulations, and ISO Tariff provisions and protocols.
The Interconnection Customer will not be entitled to any compensation from the
Distribution Provider,pursuant to the GIA, for loss of generation output when (i) the
Generating Facility's generation is reduced or the City of Palm Springs, Sunrise Plaza,
Cogeneration Facility Project is tripped off-line due to implementation of the SPS; or
(ii) such generation output is restricted in the event the SPS becomes inoperable. In
accordance with Good Utility Practice, the Distribution Provider will provide the
Interconnection Customer advance notice of any required SPS.
(b) The GIA governs the facilities required to interconnect the Generating Facility to
Distribution Provider's electrical system pursuant to the Tariff and as described herein.
Interconnection Customer shall be responsible for making all necessary operational
arrangements with the ISO, including, without limitation, arrangements for obtaining
transmission service from the ISO, and for scheduling delivery of energy and other
services to the ISO Grid.
(c) The Interconnection Customer shall cause the Generating Facility to participate in ISO
congestion management.
(d) Following outages of the Interconnection Facilities or the Generating Facility, the
Interconnection Customer shall not energize the City of Palm Springs, Sunrise Plaza,
Page No. 89
Cogeneration Facility Project for any reason without specific permission from the
Distribution Provider's operations personnel. Such permission shall not be
unreasonably withheld.
(e) The Interconnection Customer shall maintain operating communications with the
Distribution Provider's designated switching center. The operating communications
shall include, but not be limited to, system parallel operation or separation, scheduled
and unscheduled outages, equipment clearances,protective relay operations, and levels
of operating voltage and reactive power.
(0 The City of Palm Springs, Sunrise Plaza, Cogeneration Facility Project is an existing
generation resource converting from a CPUC jurisdictional interconnection agreement.
The deliverability status of the City of Palm Springs, Sunrise Plaza, Cogeneration
Facility Project was previously determined by the ISO and has not been modified under
this GIA.
(g) In accordance with Article 5.12 of the GIA, the Interconnection Customer and
Distribution Provider shall execute any necessary supplemental agreements, as
determined by the Distribution Provider,to effectuate and record such easement(s)
which provides the Distribution Provider unrestricted 24 hour access to Distribution
Provider's Interconnection Facilities, and Distribution Upgrades, and Network
Upgrades, if applicable, located on the Interconnection Customer's side of the Point of
Change of Ownership for construction, operation, and maintenance.
(h) Compliance with Applicable Reliability Standards: The Interconnection Customer
shall comply with all Applicable Reliability Standards for the Interconnection
Customer's Interconnection Facilities and the Generating Facility. The Distribution
Provider will not assume any responsibility for complying with mandatory reliability
standards for such facilities and offers no opinion as to whether the Interconnection
Customer must register with NERC. If required to register with NERC, the
Interconnection Customer shall be responsible for complying with all Applicable
Reliability Standards for the Interconnection Customer's Interconnection Facilities and
the Generating Facility up to the Point of Change of Ownership, as described in Section
5 of Appendix A of this GIA.
Page No. 90
Appendix D to GIA
Security Arrangements Details
Infrastructure security of Distribution System and Transmission System equipment and
operations and control hardware and software is essential to ensure day-to-day Distribution
System reliability and operational security. FERC will expect the ISO, all transmission
providers, market participants, and interconnection customers interconnected to the Distribution
System and Transmission System to comply with the recommendations offered by the
President's Critical Infrastructure Protection Board and, eventually, best practice
recommendations from the electric reliability authority. All public utilities will be expected to
meet basic standards for system infrastructure and operational security, including physical,
operational, and cyber-security practices.
Page No. 91
Appendix E to GIA
Commercial Operation Date
The Commercial Operation of the Generating Facility was achieved under the IFA. This
Appendix E is not applicable.
This Appendix E is a part of the GIA between Distribution Provider and Interconnection
Customer.
[Date]
[Distribution Provider Address]
Re: 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 Generating Facility, effective as of[Date plus one day].
Thank you.
[Signature]
[Interconnection Customer Representative]
Page No. 92
Appendix F to GIA
Addresses for Delivery of Notices and Billings
1. General Notices:
Distribution Provider Interconnection Customer
Manager, Grid Contract Name/Title: Patrick Sweeney,
Management Facilities Manager
P. O. Box 800 Address: City of Palm Springs
Rosemead, CA 91770 425 N. Civic Dr.
Palm Springs, California
92262
2. Operating Communications and Notifications:
The Distribution Provider and the Interconnection Customer shall provide for operating
communications through their respective designated representatives as follows:
The Parties agree to exchange the following information prior to the Initial Synchronization Date
of each Electric Generating Unit:
Distribution Provider Interconnection Customer
City of Palm Springs
Regional Control Center/24 *Operator Name and/or Title:
Hour Telephone: Patrick Sweeney/ Facilities
Primary: (760) 288-0704 Manager
Backup: (760) 288-0705 Control Room Operator*24 Hour
Telephone:
(760) 567-2976
*Operation Center Fax. No.: (760)
322-5581
*E-mail:
Patrick.Sweeney almsprin s.gov
Operational Matters,Force Majeure, and Outage Notices:
Distribution Provider Interconnection Customer
Name/Title: William Law/ Name/Title: Patrick Sweeney,
Grid Contract Manager Facilities Manager
Phone: (626) 302-9640 Phone: 760-323-8170
For Emergencies:
Distribution Provider Interconnection Customer
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Regional Control Center/24 Name/Title: Patrick Sweeney,
Hour Telephone: Facilities Manager
Primary: (760) 288-0704 Phone: 760-323-8170
Backup: (760) 288-0705
3. Billing and Payments:
Distribution Provider Interconnection Customer
Southern California Edison Name/Title: Patrick Sweeney,
Company Facilities Manager
Accounts Receivable(GCM) Address: City of Palm Springs
P. O. Box 800 425 N. Civic Dr.
Rosemead, CA 91771-0001 Palm Springs, California
92262
Phone: 760-323-8170
4. Alternative Forms of Delivery of Notices (telephone, facsimile or e-mail):
Distribution Provider Interconnection Customer
Manager, Grid Contract Name/Title: Patrick Sweeney,
Management Facilities Manager
Tel: (626) 302-9640 Phone: 760-323-8170
Fax: (626) 302-1152 Fax: (760) 322-5581
Page No. 94
Appendix G to GIA
Interconnection Customer's Proportional Share of Costs of Network Upgrades for
Applicable Project Group
Not Applicable
Page No. 95
Appendix H to GIA
INTERCONNECTION REQUIREMENTS FOR A WIND GENERATING PLANT
Appendix H sets forth requirements and provisions specific to a wind generating plant.
All other requirements of this GIA continue to apply to wind generating plant interconnections.
A. Technical Standards Applicable to a Wind Generating Plant
i. Low Voltage Ride-Through (LVRT) Capability
A wind generating plant shall be able to remain online during voltage disturbances up to
the time periods and associated voltage levels set forth in the standard below.
All wind generating plants subject to FERC Order No. 661 must meet the following
requirements:
1. Wind generating plants are required to remain in-service during three-phase faults with
normal clearing (which is a time period of approximately 4—9 cycles) and single line to
ground faults with delayed clearing, and subsequent post-fault voltage recovery to
prefault voltage unless clearing the fault effectively disconnects the generator from the
system. The clearing time requirement for a three-phase fault will be specific to the wind
generating plant substation location, as determined by and documented by the
Distribution Provider. The maximum clearing time the wind generating plant shall be
required to withstand for a three-phase fault shall be 9 cycles after which, if the fault
remains following the location-specific normal clearing time for three-phase faults, the
wind generating plant may disconnect from the electric system. A wind generating plant
shall remain interconnected during such a fault on the electric system for a voltage level
as low as zero volts, as measured at the high voltage side of the wind GSU.
2. This requirement does not apply to faults that would occur between the wind generator
terminals and the high side of the GSU.
3. Wind generating plants may be tripped after the fault period if this action is intended as
part of a special protection system.
4. Wind generating plants may meet the LVRT requirements of this standard by the
performance of the generators or by installing additional equipment(g.g Static VAr
Compensator)within the wind generating plant or by a combination of generator
performance and additional equipment.
5. Existing individual generator units that are, or have been, interconnected to the network
at the same location at the effective date of the Appendix H LVRT Standard are exempt
from meeting the Appendix H LVRT Standard for the remaining life of the existing
generation equipment. Existing individual generator units that are replaced are required to
meet the Appendix H LVRT Standard.
Page No. 96
H. Power Factor Design Criteria (Reactive Power)
A wind generating plant shall maintain a power factor within the range of 0.95 leading to
0.95 lagging, measured at the Point of Interconnection as defined in this GIA, if the Distribution
Provider's Interconnection Studies shows that such a requirement is necessary to ensure safety or
reliability. The power factor range standard can be met by using, for example,power electronics
designed to supply this level of reactive capability(taking into account any limitations due to
voltage level, real power output, etc.) or fixed and switched capacitors if agreed to by the
Distribution Provider, or a combination of the two. The Interconnection Customer shall not
disable power factor equipment while the wind plant is in operation. Wind plants shall also be
able to provide sufficient dynamic voltage support in lieu of the power system stabilizer and
automatic voltage regulation at the generator excitation system if the Interconnection Studies
shows this to be required for system safety or reliability.
W. Supervisory Control and Data Acquisition (SCADA) Capability
The wind plant shall provide SCADA capability to transmit data and receive instructions
from the Distribution Provider to protect system reliability. The Distribution Provider and the
wind plant Interconnection Customer shall determine what SCADA information is essential for
the proposed wind plant, taking into account the size of the plant and its characteristics, location,
and importance in maintaining generation resource adequacy and electric system reliability in its
area.